amendment11.htm


    AMENDMENT
NO. 11

     TO

    CREDIT
AGREEMENT

     

     

    THIS
AMENDMENT
NO.
11 is
entered
into
effective
as of
the
30th day
of
June,
2008,
by
and
between
WMLAND
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
terns
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. 
Maturity
Date. The
definition
of
"Maturity
Date"
as
set
forth
in
Section
1.1
of
the
Credit
Agreement
is
hereby
amended
by
deleting
the
date
"June
30,2008,"
and
replacing
it
with
the
date
"June
30,2009."

     

    3. 
LIBOR
Rate. The
definition
of
"LIBOR
Rate"
as
set
forth
in
Section
1.1 of
the
Credit
Agreement
is
hereby
amended
by
deleting
clause
(ii)
of
said
definition
in
its
entirety
and
replacing
the
same
with
the
following:
"(ii)
two and
three-fourths
percent
(2.75%)."

     

    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.
11
to
Credit
Agreement
to
be
executed
as
of
the
day
and
year
first written
above.

     

     

     

     

    
       

      
        	M&I
      Marshall & Ilsley Bank	 	 	 Winland
      Electronics, Inc.	 
	 	 	 	 	 
	
                /s/
      (illegible)

              	 	 	
                /s/
      Glenn A. Kermes

              	 
	
                 

              	 	 	
                Glenn
      A. Kermes

              	 
	
                Its
      Assistant Vice President

              	 	 	
                Chief
      Financial Officer

              	 


      

      
        	 	 	 	 	 
	 	 	 	 	 
	
                /s/ 
      Ryan McKinney

              	 	 	
              	 
	
                Ryan
      McKinney

              	 	 	
                 

              	 
	
                Its
      Senior Vice President