Exhibit



EXHIBIT 10.1



EXECUTION VERSION 
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 27, 2016, by and between EAST WEST BANK (“Bank”) and MAXWELL TECHNOLOGIES, INC. (“Borrower”).
RECITALS
WHEREAS, Borrower and Bank are parties to the Loan and Security Agreement, dated as of July 3, 2015, as amended by the First Amendment to Loan and Security Agreement, dated as of April 12, 2016, by and between Bank and Borrower (as amended from time to time, the “Loan Agreement”);  and
WHEREAS, Bank and Borrower wish to amend the Loan Agreement as provided herein;
NOW, THEREFORE, the parties agree as follows:
1.Amendments to Loan Agreement.  
(a)    Section 6.2(b) of the Loan Agreement is amended to read as follows:
(b)    Within fifteen (15) days after the last day of each Fiscal Quarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; provided, however, that if, and for as long as, the Advances outstanding exceed Twelve Million Dollars ($12,000,000), Borrower shall deliver the Borrowing Base Certificate within fifteen (15) days after the last day of each month. 
(b)    Exhibit E to the Loan Agreement is amended to read as set forth in Attachment “1” hereto.
2.    Course of Dealing.   No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.  Bank’s failure at any time to require strict performance by Borrower of any provision of the Loan Documents shall not affect any right of Bank thereafter to demand strict compliance and performance.  Any suspension or waiver of a right must be in writing signed by an officer of Bank.
3.    Miscellaneous.  Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Loan Agreement.  The Loan Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects.  Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Loan Agreement, as in effect prior to the date hereof.
4.    Representations and Warranties.  Borrower represents and warrants that the Representations and Warranties contained in the Loan Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.  
5.    Conditions Precedent.   As conditions precedent to the effectiveness of this Amendment:
(a)    Bank shall have received, in form and substance satisfactory to Bank, the following:
(i)    this Amendment, duly executed by Borrower; and
(ii)    such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate;









(b)    The Swiss Subsidiary shall have consented to this Amendment and shall have reaffirmed its guaranty of the Obligations pursuant to the Swiss Subsidiary Guaranty Documents by executing this Amendment as set forth below; and
(c)    Borrower shall have paid all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.
6.    Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
[Balance of Page Intentionally Left Blank]









IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
	
		
	 
	MAXWELL TECHNOLOGIES, INC.

	 
	 

	 
	 

	 
	By:   /s/ David Lyle                                          

	 
	Name:__David Lyle_________________________

	 
	Title:   SVP & CFO                                             

	 
	 

	 
	EAST WEST BANK

	 
	 

	 
	 

	 
	By:   /s/ Alexis Coyle                                                  

	 
	Name:__Alexis Coyle_________________________

	 
	Title:  Managing Director                                              










































































[Signature Page to Second Amendment to Loan and Security Agreement]
















The Swiss Subsidiary consents to the modifications to the Obligations pursuant to this Amendment, hereby ratifies the provisions of the Swiss Subsidiary Guaranty Documents and confirms that all provisions of Swiss Subsidiary Guaranty Documents are in full force and effect.


	
		
	 
	MAXWELL TECHNOLOGIES SA

	 
	 

	 
	 

	 
	By:  __/s/ Franz Fink_________________________

	 
	Name:___Franz Fink___________________________

	 
	Title:   CEO                                              

	 
	 

	 
	 

	 
	 














































































[Signature Page to Second Amendment to Loan and Security Agreement]









ATTACHMENT 1


EXHIBIT E


COMPLIANCE CERTIFICATE
		
	Please send all Required Reporting to:
	Eric Berlin


East West Bank
555 Montgomery Street, 9th Floor
San Francisco, CA 94111
Eric.Berlin@eastwestbank.com
		
	FROM:
	MAXWELL TECHNOLOGIES, INC.


The undersigned authorized Officer of Maxwell Technologies, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending                      with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof.  Attached herewith are the required documents supporting the above certification.  The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP), where applicable, and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.
Please indicate compliance status by circling Yes/No/N/A under “Complies” column.
	
					
	REPORTING COVENANTS
	REQUIRED
	COMPLIES
	 

	Company Prepared Monthly F/S
Company Prepared Quarterly F/S
	Monthly, within 30 days
Quarterly, within 45 days
	Yes
Yes
	No
No
	N/A
N/A

	Compliance Certificate
	Monthly, within 30 days
	Yes
	No
	N/A

	CPA Audited, Unqualified F/S, as set forth in 10-K
	Annually, within 90 days of FYE
	Yes
	No
	N/A

	Borrowing Base Certificate
	Monthly, within 15 days, when loan outstanding > $12,000,000;
Quarterly, within 15 days, when loan outstanding <= $12,000,000
	Yes
	No
	N/A

	A/R and A/P Agings
	Monthly, within 15 days
	Yes
	No
	N/A

	Annual Business Plan
	Annually, within 30 days of start of FY
	Yes
	No
	N/A

	Intellectual Property Report
	Quarterly within 30 days
	Yes
	No
	N/A

	10-Q
	Quarterly, within 5 days of SEC filing (50 days)
	Yes
	No
	N/A

	10-K
	Annually, within 5 days of SEC filing (95 days)
	Yes
	No
	N/A




	
								
	FINANCIAL COVENANTS
	REQUIRED
	ACTUAL
	COMPLIES
	 
	 
	 

	Minimum Consolidated Cash
	$__________
	$__________
	Yes
	No
	 
	N/A
	 

	Minimum Adjusted Quick Ratio (tested quarterly)
	1.20:1:00
	_____:1.00
	Yes
	No
	 
	N/A
	 

	4 Quarter Minimum EBITDA (tested quarterly)
	$___________
	$__________
	Yes
	No
	 
	N/A
	 

	 
	 
	 
	 
	 
	 
	 
	 




Total Leverage Ratio as of _________, 201_:     _________: 1.00.


Please Enter Below Comments Regarding Violations:
The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made.
Very truly yours,
MAXWELL TECHNOLOGIES, INC.
                    
Authorized Signer
Name:    _____________________________                
Title: ________________________________