**EXHIBIT10.25**

**FOURTH AMENDMENT TOAMENDED AND RESTATEDCREDIT AGREEMENT**

This **FOURTH AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT** (this “Amendment”), made and entered into as of January 6,2004, is by and between MagStar Technologies, Inc. f/k/a Reuter Manufacturing,Inc., a Minnesota corporation (the “Borrower”), and U.S. Bank NationalAssociation, a national banking association (the “Lender”).

**RECITALS**

1.             TheLender and the Borrower entered into a Amended and Restated Credit Agreementdated as of October 10, 2000, as amended by that First Amendment to Amended andRestated Credit Agreement dated as of November 30, 2001, as amended by thatSecond Amendment to Amended and Restated Credit Agreement dated as of August 7,2003 and as further amended by that Third Amendment to Amended and RestatedCredit Agreement dated as of September 30, 2003 (as amended the “CreditAgreement”); and

2.             TheBorrower desires to amend certain provisions of the Credit Agreement, and theLender has agreed to make such amendments, subject to the terms and conditionsset forth in this Amendment.

**AGREEMENT**

**NOW,THEREFORE,** forgood and valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby covenant and agree to be bound asfollows:

# **Section1. Capitalized Terms**.  Capitalizedterms used herein and not otherwise defined herein shall have the meaningsassigned to them in the Credit Agreement, unless the context shall otherwiserequire.

# **Section2. Amendments**.  The Credit Agreement is hereby amended asfollows:

## **2.1          TheCommitments**. Section 2.1 of the Credit Agreement is amended to read in its entiretyas follows:

Section 2.1  The Commitments  On the terms and subject to the conditionshereof, the Lender agrees to make the following lending facility available tothe Borrower:

2.1 (a)RevolvingCredit.  A revolving loan (the“Revolving Loan”) to the Borrower available as advances (“Advances”) at anytime and from time to time from the Closing Date to June 30, 2004 (the“Revolving Maturity Date”), during which period the Borrower may borrow, repayand reborrow in accordance with the provisions hereof, provided, thatthe unpaid principal amount of revolving Advances shall not at any time 

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exceedOne Million Three Hundred Fifty Thousand Dollars ($1,350,000) (the “RevolvingCommitment Amount”); and provided, further, that no revolvingAdvance will be made if, after giving effect thereto, the unpaid principalamount of the Advances would exceed the Borrowing Base.

# **Section3. Effectiveness of Amendments**.  Theamendments contained in this Amendment shall become effective upon delivery bythe Borrower of, and compliance by the Borrower with, the following:

## **3.1         **ThisAmendment duly executed by the Borrower.

## **3.2         **A copy ofthe resolutions of the Board of Directors of the Borrower authorizing theexecution, delivery and performance of this Amendment certified as true andaccurate by its Secretary or Assistant Secretary, along with a certification bysuch Secretary or Assistant Secretary (i) certifying that there has beenno amendment to the Articles of Incorporation or Bylaws of the Borrower sincetrue and accurate copies of the same were delivered to the Lender with acertificate of the Secretary of the Borrower dated October 10, 2000, and(ii) identifying each officer of the Borrower authorized to execute thisAmendment and any other instrument or agreement executed by the Borrower inconnection with this Amendment (collectively, the “Amendment Documents”), and certifying as tospecimens of such officer’s signature and such officer’s incumbency in such offices as such officer holds.

## **3.3         **The Borrowershall have satisfied such other conditions as specified by the Lender,including payment of all unpaid legal fees and expenses incurred by the Lenderthrough the date of this Amendment in connection with the Credit Agreement andthe Amendment Documents.

# **Section4.  Representations, Warranties,Authority, No Adverse Claim**.

## **4.1          Reassertionof Representations and Warranties, No Default. **The Borrower hereby represents thaton and as of the date hereof and after giving effect to this Amendment(a) all of the representations and warranties contained in the CreditAgreement are true, correct and complete in all respects as of the date hereofas though made on and as of such date, except for changes permitted by theterms of the Credit Agreement, and (b) there will exist no Default or Event ofDefault under the Credit Agreement as amended by this Amendment on such datewhich has not been waived by the Lender.

## **4.2          Authority,No Conflict, No Consent Required.**The Borrowerrepresents and warrants that the Borrower has the power and legal right andauthority to enter into the Amendment Documents and has duly authorized asappropriate the execution and delivery of the Amendment Documents and otheragreements and documents executed and delivered by the Borrower in connectionherewith or therewith by proper corporate action, and none of the AmendmentDocuments nor the agreements contained herein or 

 

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## therein contravenes or constitutes adefault under any agreement, instrument or indenture to which the Borrower is aparty or a signatory or a provision of the Borrower’s Articles ofIncorporation, Bylaws or any other agreement or requirement of law, or resultin the imposition of any Lien on any of its property under any agreementbinding on or applicable to the Borrower or any of its property except, if any,in favor of the Lender.  The Borrowerrepresents and warrants that no consent, approval or authorization of orregistration or declaration with any Person, including but not limited to anygovernmental authority, is required in connection with the execution anddelivery by the Borrower of the Amendment Documents or other agreements anddocuments executed and delivered by the Borrower in connection therewith or theperformance of obligations of the Borrower therein described, except for thosewhich the Borrower has obtained or provided and as to which the Borrower hasdelivered certified copies of documents evidencing each such action to theLender.

## **4.3          NoAdverse Claim.**The Borrower warrants, acknowledgesand agrees that no events have been taken place and no circumstances exist atthe date hereof which would give the Borrower a basis to assert a defense,offset or counterclaim to any claim of the Lender with respect to theObligations.

# **Section5. Affirmation of Credit Agreement, Further References, Affirmation ofSecurity Interest**.  The Lender and the Borrowereach acknowledge and affirm that the Credit Agreement, as hereby amended, ishereby ratified and confirmed in all respects and all terms, conditions andprovisions of the Credit Agreement, except as amended by this Amendment, shallremain unmodified and in full force and effect.  All references in any document or instrument to the CreditAgreement are hereby amended and shall refer to the Credit Agreement as amendedby this Amendment.   The Borrowerconfirms to the Lender that the Obligations are and continue to be secured bythe security interest granted by the Borrower in favor of the Lender under theSecurity Agreement, and all of the terms, conditions, provisions, agreements,requirements, promises, obligations, duties, covenants and representations ofthe Borrower under such documents and any and all other documents andagreements entered into with respect to the obligations under the CreditAgreement are incorporated herein by reference and are hereby ratified andaffirmed in all respects by the Borrower.

# **Section6. Merger and Integration, Superseding Effect**. This Amendment, from and after the date hereof, embodies the entireagreement and understanding between the parties hereto and supersedes and hasmerged into this Amendment all prior oral and written agreements on the samesubjects by and between the parties hereto with the effect that this Amendment,shall control with respect to the specific subjects hereof and thereof.

# **Section7. Severability.**  Whenever possible, eachprovision of this Amendment and the other Amendment Documents and any otherstatement, instrument or transaction contemplated hereby or thereby or relatinghereto or thereto shall be interpreted in such manner as to be effective, validand enforceable under the applicable law of any jurisdiction, but, if anyprovision of this Amendment, the other Amendment Documents or any otherstatement, instrument or 

 

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# transactioncontemplated hereby or thereby or relating hereto or thereto shall be held tobe prohibited, invalid or unenforceable under the applicable law, suchprovision shall be ineffective in such jurisdiction only to the extent of suchprohibition, invalidity or unenforceability, without invalidating or renderingunenforceable the remainder of such provision or the remaining provisions ofthis Amendment, the other Amendment Documents or any other statement,instrument or transaction contemplated hereby or thereby or relating hereto orthereto in such jurisdiction, or affecting the effectiveness, validity orenforceability of such provision in any other jurisdiction.

# **Section8. Successors. **The Amendment Documents shall be bindingupon the Borrower and the Lender and their respective successors and assigns,and shall inure to the benefit of the Borrower and the Lender and thesuccessors and assigns of the Lender.

# **Section9. Legal Expenses**.  As provided in Section 8.2 ofthe Credit Agreement, the Borrower agrees to reimburse the Lender, uponexecution of this Amendment, for all reasonable out-of-pocket expenses(including attorney’ fees and legal expenses of Dorsey & Whitney LLP,counsel for the Lender) incurred in connection with the Credit Agreement,including in connection with the negotiation, preparation and execution of theAmendment Documents and all other documents negotiated, prepared and executedin connection with the Amendment Documents, and in enforcing the obligations ofthe Borrower under the Amendment Documents, and to pay and save the Lenderharmless from all liability for, any stamp or other taxes which may be payablewith respect to the execution or delivery of the Amendment Documents, whichobligations of the Borrower shall survive any termination of the CreditAgreement.

# **Section10. Headings**.  The headings of various sections of thisAmendment have been inserted for reference only and shall not be deemed to be apart of this Amendment.

# **Section11. Counterparts**.  The Amendment Documents maybe executed in several counterparts as deemed necessary or convenient, each ofwhich, when so executed, shall be deemed an original, provided that all suchcounterparts shall be regarded as one and the same document, and either partyto the Amendment Documents may execute any such agreement by executing acounterpart of such agreement.

# **Section12. Governing Law.  THE AMENDMENTDOCUMENTS SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA,WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECTTO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIRAFFILIATES.**

 

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**INWITNESS WHEREOF,**theparties hereto have caused this Amendment to be executed as of the date andyear first above written.

BORROWER:
|   | MAGSTAR TECHNOLOGIES,  INC. F/K/A REUTER MANUFACTURING, INC. |                        |
|--------|--------------------------------------------------------------|-----------------------------|
|   |                                                         |                        |   |
|   |                                                         |                        |   |
|   | By:                                                          | /s/  James L. Reissner |
|   | Title:                                                       | President and  CEO          |   |
|        |                                                              |                             |  |  |  |

 

LENDER:
|   | U.S. BANK NATIONAL  ASSOCIATION |                  |
|--------|---------------------------------|-----------------------|
|   |                            |                  |   |
|   |                            |                  |   |
|   | By:                             | /s/  Wm. Sweeney |
|   | Title:                          | Vice President        |   |
|        |                                 |                       |  |  |  |

 

 

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