winlandcreditamendment12.htm


    EXHIBIT
10.1

    


    AMENDMENT
NO. 12

    TO

    CREDIT
AGREEMENT

    


    THIS
AMENDMENT NO. 12 is entered into effective as of the 27TH day of
October, 2008, by and between WINLAND ELECTRONICS, INC., a Minnesota corporation
(the “Borrower”) and M&I MARSHALL & ILSLEY BANK, a banking corporation
organized and existing under the laws of Wisconsin (“Bank”).

    


    WHEREAS,
Borrower and the Bank have entered into that certain Credit and Security
Agreement dated as of June 30, 2003, as amended (the “Credit Agreement”)
pursuant to which Bank has agreed to provide a revolving credit facility to
Borrower on the terms and conditions contained therein; and

    


    WHEREAS,
Borrower and Bank desire to amend certain provisions of the Credit
Agreement.

    


    NOW,
THEREFORE, Bank and Borrower hereby agree as follows:

    


    1. Certain
Definitions.  Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Credit Agreement.

     

    2. Borrowing
Base.  The definition of “Borrowing Base” set forth in Section
1.1 is hereby amended by deleting the figure “$2,250,000” set forth in clause
b.(ii)(b) thereof and replacing the same with the figure
“$1,000,000”.

     

    3. Tangible Net Worth
Covenant.  Section 6.12 of the Credit Agreement is hereby
amended by deleting the text of said Section in its entirety and replacing the
same with the following: “The Borrower will maintain its Tangible Net Worth, on
a consolidate basis with all Subsidiaries, as of the end of each fiscal quarter
commencing with the fiscal quarter ending December 31, 2008, at not less than
$8,500,000.00.

     

    4. Miscellaneous.  Except
as specifically set forth herein, the Credit Agreement shall remain in full
force and effect, with no other modification or waiver.  This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Wisconsin.  This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement.  The Borrower
hereby restates and reaffirms its obligation under the Credit Agreement to pay
on demand all costs and expenses, including (without limitation) attorneys’
fees, incurred by the Lender in connection with the Obligations, this Amendment,
the Loan Documents, and any other document or agreement related hereto, and the
transactions contemplated hereby.

    


    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 12 to
Credit Agreement to be executed as of the day and year first written
above.

    


    
      	 M&I
      Marshall & Ilsley Bank	 	 	 Winland
      Electronics, Inc.	 
	
              By: 
      /s/  Timothy J. Callinan

            	 	 	
              By: 
      /s/ Glenn A. Kermes

            	 
	
                      
      Timothy J. Callinan

            	 	 	
                     
      Glenn A. Kermes

            	 
	
              Its:  
      Vice President

            	 	 	
              Its: 
      Chief Financial Officer

            	 


    

     

    
      
        
          	 	 	 	 	 
	
                  By: 
      /s/  Ryan McKinney

                	 	 	
                	 
	
                         
      Ryan McKinney

                	 	 	
                   

                	 
	
                  Its: 
      Senior Vice President