exv10w1





Exhibit 10.1




FIFTH AMENDMENT TO CREDIT AGREEMENT




     This Fifth Amendment to Credit Agreement (the “Fifth Amendment”) is made as of the 12 day of
July, 2011 by and between Bank of America, N.A. (the “Lender”), a national banking association with
offices at 100 Federal Street, Boston, Massachusetts 02110 and iRobot Corporation, a Delaware
corporation with its principal place of business at 8 Crosby Drive, Bedford, Massachusetts 01730
(the “Borrower”) in consideration of the mutual covenants contained herein and benefits to be
derived herefrom:



W I T N E S S E T H



     WHEREAS, the Lender and the Borrower, have entered into a certain loan arrangement, which loan
arrangement is evidenced by, among other documents and instruments, a certain Credit Agreement
dated June 5, 2007 (as amended, the “Agreement”);



     WHEREAS, Borrower and the Lender have agreed to amend certain terms and provisions of the
Agreement all as set forth herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Lender and the Borrower hereby agree as follows:



     1. All capitalized terms not otherwise defined herein shall have the same meaning as defined
in the Agreement.



     2. The following definitions in Section 1.01 of the Agreement are hereby deleted in their
entirety and replaced as indicated below:




     ““Applicable Rate” means a per annum rate as provided in the pricing grid
provided below based upon the applicable ratio of Total Funded Debt to Adjusted EBITDA as
shown on the most recent financial statements of the Borrower furnished to the Lender.



	 	 	 	 	 	 	 
	Total Funded	 	 	 	 	 	 
	Debt/Adjusted	 	LIBOR and Letter of	 	 	 	 
	EBITDA	 	Credit Margin	 	Prime Margin	 	Unused Fee
	>2.0x

	 	150 bps
	 	0 bps
	 	25 bps
	1.0x to 2.0x

	 	125 bps
	 	0 bps
	 	25 bps
	<1.0x

	 	100 bps
	 	0 bps
	 	25 bps







     “Commitment” means the obligation of the Lender to make Loans and L/C Credit
Extensions hereunder in an aggregate principal amount at any one time not to exceed Seventy
Five Million ($75,000,000) Dollars, as such amount may be adjusted from time to time in
accordance with this Agreement.



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     “Letter of Credit Expiration Date” means the day that is three hundred sixty
five (365) days after the Maturity Date then in effect (or, if such day is not a Business
Day, the next preceding Business Day).




     “Maturity Date” means June 30, 2014.”




     3. The definition of Consolidated Tangible Net Worth is deleted from the definition in
Section 1.01 and the following new definitions are added to Section 1.01 in alphabetical
order:




     ““Consolidated Net Worth” means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, Shareholders Equity of the
Borrower and its Subsidiaries on that date.




     “Total Funded Debt” means the aggregate outstanding amount of all
Indebtedness of Borrower.




     “Unused Fee” means as defined in Section 2.08.”



     4. The definition of Permitted Acquisition in Section 1.01 is hereby amended by deleting the
reference to “$15,000,000.00” and replacing it with “$40,000,000.00”.



     5. Section 2.08 of the Agreement is hereby deleted in its entirety and replaced with the
following:




     “2.08 Fees. In addition to certain fees described in subsections (h) and (i) of
Section 2.03 Borrower shall maintain on deposit with the Lender collected funds
equal to the greater of: (a) fifty percent (50%) of total cash or cash equivalents of the
Borrower available for investment up to a maximum of Forty Million ($40,000,000.00) Dollars;
or (b) Twenty Five Million ($25,000,000.00) Dollars (the “Compensating Balances”). If the
Borrower fails to maintain the Compensating Balances, the Borrower shall pay during such
quarter an unused fee (“Unused Fee”) equal to the amount shown in the pricing grid in the
definition of Applicable Margin times the difference between the Commitment and the average
Total Outstandings during the quarter.”



     6. Section 7.11 of the Agreement is hereby amended by deleting subsections (a) and (b) and
replacing them with the following:




“(a) Consolidated Net Worth. Permit Consolidated Net Worth at any time to
be less than One Hundred Twenty Five Million ($125,000,000.00) Dollars.




(b) Total Funded Debt/Adjusted EBITDA. Permit the ratio of Total Funded
Debt to Adjusted EBITDA to be greater than or equal to 2.25 x 1.0 measured quarterly
on a trailing four quarter basis.”



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     6. Except as expressly amended hereby, the remaining terms and conditions of the Agreement and
all documents and instruments executed in connection therewith are hereby expressly ratified and
confirmed.



     7. The Borrower acknowledges and agrees that it has no claims, counterclaims, off-sets,
defenses or causes of action against the Lender through the date of this Fifth Amendment with
respect to amounts outstanding under the Agreement. To the extent such claims, counterclaims,
off-sets, defenses and/or causes of action should exist, whether known or unknown, at law or in
equity, the Borrower hereby WAIVES same and RELEASES the Lender from any and all liability in
connection therewith.



     8. Miscellaneous.




	 	a.	 	The Borrower shall execute and deliver to the Lender such
additional documents, instruments, and agreements that the Lender may
reasonably require in order to give effect to, and implement the terms and
conditions of this Fifth Amendment.
	 
	 	b.	 	This Fifth Amendment may be executed in several counterparts
and by each party on a separate counterpart, each of which when so executed and
delivered shall be an original and all of which together shall constitute one
instrument.
	 
	 	c.	 	This Fifth Amendment expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. No prior
negotiations or discussions shall limit, modify, or otherwise affect the
provision hereof.
	 
	 	d.	 	The Borrower shall pay on demand all reasonable documented
costs and expenses of the Lender including, without limitation, reasonable
documented attorneys’ fees in connection with the preparation, negotiation,
execution and delivery of the Fifth Amendment.





     9. It is intended that this Fifth Amendment take effect as an instrument under seal as of the
date first written above.



	 	 	 	 
	 	 	 
	Witnessed by:

	 	iROBOT CORPORATION
	 
	 	 	 
	/s/ Paul Tavalone

	 	By: 	/s/ John Leahy
	 

	 	 	 
	 

	 	 	Name: John Leahy

Title: EVP, Chief Financial Officer






(signatures continued on next page)



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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Scott W. Vokey
 	 
	 	 	Name:  	Scott W. Vokey 	 
	 	 	Title:  	Senior Vice President 	 
	 




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