First Amendment to Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT TO CREDIT AGREEMENT 
 THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is made as of March 5, 2010 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 (the “Credit Agreement”). 
 B. The parties to the Credit Agreement desire to enter into this Amendment for the purpose of extending the maturity date of the Revolving Commitment and amending certain other 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 The definitions of “Non-Use Fee Rate” and
“Termination Date” contained in Section 1.1 of the Credit Agreement are hereby amended in their entirety to read as follows: 
 “Non-Use Fee Rate means 0.35% per annum. 
 Termination Date
means the earlier to occur of (a) March 31, 2011 or (b) such other date on which the Commitments terminate pursuant to Section 6 or Section 13.” 
 2.2 Section 5.3 of the Credit Agreement is hereby deleted. 
 2.3 Section 11.5 is amended to add subsection (L), as follows: 
 “(L)
Notwithstanding the foregoing provisions of this section 11.5, an acquisition is permitted provided that borrower has no outstanding balances on the Loan immediately prior to or immediately following completion of the acquisition and the provisions
of sections 11.5. (B) and 11.5 (D) are met.” 







 2.4 Section 11.14 of the Credit Agreement is hereby amended in its
entirety to read as follows: 
 “11.14. Financial Covenants 
 11.14.1 EBITDA. Not permit EBITDA for any Computation Period after the effective date of this Amendment to be less than $600,000.

 11.14.2 Tangible Net Worth. Not permit Tangible Net Worth as of the last day of any Fiscal Quarter to be less than
$60,000,000. 
 11.14.3 Capital Expenditures. Not permit the aggregate amount of all Capital Expenditures made by the Loan
Parties in any Fiscal Year to exceed $3,000,000 for Fiscal Year 2009 and $4,000,000 for any Fiscal Year thereafter.” 
 2.5 The definition of Senior Officer is hereby amended in its entirety to read as follows: 
 “Senior Officer means, with respect to any Loan Party, any of the president, the chief executive officer, the chief financial officer, the chief operating officer, the chief accounting officer, controller, treasurer or assistant
treasurer of such Loan Party.” 
 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). 
  

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 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 Resolutions.
Certified copy of a draft minutes evidencing approval of the Board of Directors of Westell Technologies, Inc. authorizing the execution, delivery and performance by such Borrower of this Amendment. 
 8.3 Incumbency and Signature Certificate. A certificate of the Secretary or an Assistant Secretary (or other
appropriate representative) of each Borrower certifying the names of the officer or officers of such entity authorized to sign this Amendment, together with a sample of the true signature of each such officer. 
 8.4 Other. The Lender shall have received such other documents as the Lender shall reasonably request. 
  

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 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 

  

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 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/ Amy T. Forster

	Name:	 	 Amy T. Forster

	Title:	 	 VP

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

	Name:	 	 Brian S. Cooper

	Title:	 	 CFO



 First Amendment Signature Page 








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

	Name:	 	 William Robertson

	Title:	 	 Managing Director



 First Amendment Signature Page