Third Amendment, dated as of June 17, 2011, to Credit Agreement



 Exhibit 10.1 
 THIRD AMENDMENT TO CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO CREDIT
AGREEMENT (“Amendment”) is made as of June 17, 2011 by and among WESTELL TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), WESTELL, INC., an Illinois corporation (“Westell”), TELTREND LLC,
a Delaware limited liability company (“Teltrend”) and CONFERENCE PLUS, INC., a Delaware corporation (“CPI”, Technologies, Westell, Teltrend and CPI being hereinafter collectively referred to as the
“Borrowers” and individually as a “Borrower”) and THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank (the “Lender”). 

RECITALS 
 A. The Lender and the Borrowers entered into a Credit Agreement dated as of March 5, 2009, as heretofore amended (as so amended, the “Credit Agreement”). 

B. The parties to the Credit Agreement desire to enter into this Amendment for the purpose of amending certain provisions of the Credit
Agreement. 
 AGREEMENT 
 In consideration of the matters set forth in the recitals and the covenants and provisions herein set forth, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows: 
 1. Definitions. Capitalized terms used but not defined herein are used as defined in the
Credit Agreement. 
 2. Amendments. Upon satisfaction of the conditions precedent hereinafter set forth, the Credit
Agreement shall be amended as follows: 
 2.1 Section 11.4 of the Credit Agreement, Restricted
Payments, is hereby amended by deleting the phrase “an amount of up to $8,500,000 of” appearing therein. 
 3.
Representations and Warranties. To induce the Lender to execute this Amendment, each Borrower represents and warrants to the Lender as follows: 
 3.1 Each Borrower is duly authorized to execute and deliver this Amendment and is duly authorized to perform its obligations hereunder. 

3.2 The execution, delivery and performance by the Borrowers of this Amendment do not and will not (i) require any
consent or approval of any Person (other than any consent or approval which has been obtained and is in full force and effect), (ii) conflict with (A) any provision of law, (B) the charter, by-laws or other organizational documents of
any Borrower or (C) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any of its properties or (iii) require, or result in, the creation or imposition of any
Lien on any asset of any Borrower other than Liens in favor of the Lender. 
 3.3 This Amendment is the legal,
valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting enforceability of creditors’ rights generally and to general principles
of equity. 







 3.4 The representations and warranties in the Loan Documents (including but
not limited to Section 9 of the Credit Agreement) are true and correct with the same effect as though made on and as of the date of this Amendment (except to the extent stated to relate to a specific earlier date, in which case such
representations and warranties were true and correct as of such earlier date). 
 3.5 No Unmatured Event of
Default or Event of Default has occurred and is continuing. 
 4. Affirmation. Except as expressly amended hereby, the
Credit Agreement is and shall continue in full force and effect and each Borrower hereby fully ratifies and affirms each Loan Document to which it is a party. Reference in any of this Amendment, the Credit Agreement or any other Loan Document to the
Credit Agreement shall be a reference to the Credit Agreement as amended hereby and as further amended, modified, restated, supplemented or extended from time to time. This Amendment shall constitute a Loan Document for purposes of the Credit
Agreement and the other Loan Documents. 
 5. Costs and Expenses. The Borrowers agree to pay or reimburse the Lender
within five (5) Business Days after demand for all reasonable costs and expenses (including Attorney Costs) incurred by the Lender in connection with the preparation, negotiation and delivery of this Amendment. 

6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all
of which when taken together shall constitute one instrument. Delivery of an executed counterpart of this Amendment by facsimile or electronic transmission shall be effective as delivery for an original counterpart. 

7. Headings. The headings and captions of this Amendment are for the purposes of reference only and shall not affect the
construction of, or be taken into consideration in interpreting, this Amendment. 
 8. Conditions to Amendment. This
Amendment shall become effective upon the satisfaction in full of all of the following conditions precedent, each of which shall be satisfactory to the Lender: 
 8.1 Amendment. The Borrowers shall have executed and delivered to the Lender this Amendment. 
 8.2 Other. The Lender shall have received such other documents as the Lender shall reasonably request. 
 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ILLINOIS CHOICE OF LAW DOCTRINE. 

Signature pages follow 

  
 2 








 The parties hereto have caused this Amendment to be executed by their duly authorized
officers, all as of the day and year first above written. 
  

			
	BORROWERS:
	
	WESTELL TECHNOLOGIES, INC., as a Borrower and Borrower Representative
		
	By:	 	 /s/ Brian S. Cooper

	Name:	 	 Brian S. Cooper

	Title:	 	 CFO

	
	WESTELL, INC., as a Borrower
		
	By:	 	 /s/ Brian S. Cooper

	Name:	 	 Brian S. Cooper

	Title:	 	 CFO

	
	TELTREND LLC, as a Borrower
		
	By:	 	 /s/ Brian S. Cooper

	Name:	 	 Brian S. Cooper

	Title:	 	 CFO

	
	CONFERENCE PLUS, INC., as a Borrower
		
	By:	 	 /s/ Brian S. Cooper

	Name:	 	 Brian S. Cooper

	Title:	 	 CFO



 Third Amendment Signature Page 







 
			
	LENDER:
	
	THE PRIVATEBANK AND TRUST COMPANY
		
	By:	 	 /s/ William J. Robertson

	Name:	 	 William J. Robertson

	Title:	 	 Managing Director



 Third Amendment Signature Page