EXHIBIT 10.2


Execution Version


WAIVER AND FIFTH AMENDMENT TO CREDIT AGREEMENT


          This
WAIVER AND FIFTH AMENDMENT TO CREDIT
AGREEMENT (this “Amendment”), made and entered into as of May
10, 2013, is by and between Electromed, Inc., a Minnesota corporation (the “Borrower”),
and U.S. Bank National Association, a national banking association (the “Bank”).


RECITALS


          A.            The
Bank and the Borrower entered into that certain Amended and Restated Credit
Agreement dated as of November 7, 2011, between the Bank and the Borrower, as
amended by that certain First Amendment to Credit Agreement dated as of
December 30, 2011, that certain Consent and Waiver and Second Amendment to
Credit Agreement dated as of May 14, 2012, that certain Waiver and Third
Amendment to Credit Agreement dated as of September 28, 2012 and that certain
Waiver and Fourth Amendment to Credit Agreement dated as of February 13, 2013
(as further amended, restated or otherwise modified from time to time, the “Credit
Agreement”).


          B.            Section
6.16 of the Credit Agreement forbids the Borrower from permitting EBITDA for
the quarter ending March 31, 2013, to be less than negative $275,000. The
Borrower has informed the Bank that EBITDA for the quarter ending March 31,
2013, is less than negative $275,000, which constitutes an Event of Default
under Section 7.1(c) of the Credit Agreement (the “Existing Default”).


AGREEMENT


          NOW, THEREFORE, for good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby covenant and agree to be bound as follows:


          Section 1.          Capitalized Terms. Capitalized terms
used and not otherwise defined herein shall have the meanings assigned to them
in the Credit Agreement, unless the context otherwise requires.


          Section
2.          Waiver.


           2.1.          Waiver. Upon the effectiveness of this
Amendment pursuant to Section 4 hereof, the Bank hereby waives the Existing
Default.


           2.2.          Scope of Waiver. The waiver set forth
in Section 2.1 hereof is limited to the express terms thereof, and nothing
herein shall be deemed a consent or waiver by the Bank with respect to any
other term, condition, representation, or covenant applicable to the Borrower
under the Credit Agreement or any of the other agreements, documents, or
instruments executed and delivered in connection therewith, or of the covenants
described therein. The waiver set forth herein shall not be deemed to be a
course of action upon which the Borrower or its Subsidiaries may rely in the
future.






          Section 3.          Amendments to Credit Agreement.


           3.1.          Definitions. The definitions of “Fixed
Charge Coverage Ratio”, “Revolving Commitment Amount”, and “Term Loan A
Maturity Date” set forth in Section 1.1 of the Credit Agreement are amended and
restated to read in their entireties as follows:


                 “Fixed
Charge Coverage Ratio”: For the applicable period ending on the date of
determination, the ratio of


            (a) EBITDA, plus operating lease expense, minus
the sum of (i) any Restricted Payments, (ii) 50% of depreciation, and (iii)
Cash Taxes,


            to


            (b) the sum of cash interest payments and all
required principal payments with respect to Total Liabilities (including but
not limited to all payments with respect to Capitalized Lease Obligations of
the Borrower), plus operating lease expense, 


                 in
each case determined for said period in accordance with GAAP.


                 “Revolving Commitment Amount”: $2,250,000.


                 “Term
Loan A Maturity Date”: The earlier of (a) December 9, 2014, or (b) the
Termination Date.


           3.2.          Prepayments. Section 2.6 of the Credit
Agreement is amended by adding a new subsection (d) to read in its entirety as
follow:


                 (d)          Mandatory
Prepayments for Clean Down of Revolving Credit Loans. In addition to all
other payments upon the Revolving Loans required by this Agreement, the
Borrower shall prepay the Revolving Loans in an amount such that the Total
Revolving Outstandings shall be zero for not less than 30 total days during
each fiscal year of the Borrower commencing in fiscal year 2014.


           3.3.          Financial Reporting. Section 5.1 of the
Credit Agreement is amended by adding a new subsection (m) to read in its
entirety as follows:


                 (m)          Not
later than the last Business Day of each week (beginning May 31, 2013), cash
flow forecasts for the ensuing 13-week period.


           3.4.          Financial Consultant. Article V of the
Credit Agreement is amended by adding a new Section 5.14 to read in its
entirety as follows:


                 Section
5.14. Financial Consultant. The Borrower shall (i) on or before May 14,
2013, retain a financial consultant acceptable to the Bank (the “Financial
Consultant”); (ii) cause the Financial Consultant to (a) conduct a detailed
review 


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of the Borrower’s and its
Subsidiaries’ financial statements, financial projections (including 13-week
cash flow forecasts), existing business model, operations and long-term credit
structure, and (b) on or before June 10, 2013, deliver to the Bank a report
acceptable to the Bank containing a summary of the review in subparagraph (a)
and a proposed long-term credit structure; and (iii) be responsible for, and
timely pay, all fees, expenses and disbursements of the Financial Consultant.


           3.5.          Fixed Charge Coverage Ratio. Section
6.15 of the Credit Agreement is amended to read in its entirety as follows:


                  Section
6.15 Fixed Charge Coverage Ratio.
The Borrower will not permit the Fixed Charge Coverage Ratio to be less than
1.15 to 1 (i) as of the quarter ending June 30, 2013, for the quarter ending on
such date, (ii) as of the quarter ending September 30, 2013, for the
two-quarter period ending on such date; (iii) as of the quarter ending December
31, 2013, for the three-quarter period ending on such date; (iv) as of the
quarter ending March 31, 2013, for the four-quarter period ending on such date;
and (v) as of each successive June 30, September 30, December 31 and March 31
thereafter, for the four-quarter period ending on such dates.


           3.6.          Minimum EBITDA. Section 6.16 of the
Credit Agreement is amended to read in its entirety as follows:


                 Section
6.16 [Intentionally Omitted]


           3.7.          Events of Default. Section 7.1(c) of
the Credit Agreement is amended to read in its entirety as follows:


                 (c)          The
Borrower shall fail to comply with Sections 5.2, 5.3 or 5.14 hereof or any
Section of Article VI hereof.


          Section 4.          Effectiveness of Waiver. The waiver set
forth in Section 2.1 hereof and amendments set forth in Section 3 hereof
shall become effective upon the delivery of, or compliance with, the following:


           4.1.          This
Amendment, duly executed by the Borrower and delivered (including by way of
telecopy or other electronic transmission (including by e-mail in .pdf format),
in each case with original signatures to follow promptly thereafter) to the
Bank.


           4.2.          A
certificate of an officer of the Borrower certifying to a true and correct copy
of resolutions of the Borrower authorizing and ratifying this Amendment, each
in form and substance satisfactory to the Bank.


           4.3.          The
Bank shall have received a non-refundable amendment fee in the amount of
$5,000.


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           4.4.          The
Borrower shall have satisfied such other conditions as specified by the Bank,
including payment of all unpaid legal fees and expenses incurred by the Bank
through the date of this Amendment in connection with the Credit Agreement and
this Amendment and requested to be paid by the Bank.


          Section 5.          Release, No Waiver, Representations, Warranties,
Authority, No Adverse Claim. 


           5.1.          Release of Claims. The Borrower, for
itself and on behalf of its legal representatives, successors, and assigns,
hereby (a) expressly waives, releases, and relinquishes the Bank from any
and all claims, offsets, defenses, affirmative defenses, and counterclaims of
any kind or nature whatsoever that the Borrower has asserted, or might assert,
against the Bank with respect to the Obligations, the Credit Agreement
(including as affected by this Amendment), and any other Loan Document, in each
case arising on or before the date hereof, such waiver and release being with
full knowledge and understanding of the circumstances and effect thereof, and
(b) expressly covenants and agrees never to institute, cause to be
instituted, or continue prosecution of any suit or other form of action or
proceeding of any kind or nature whatsoever against the Bank by reason of or in
connection with any of the foregoing matters, claims, or causes of action.


           5.2.          No Waiver. The execution of this
Amendment and acceptance of any documents related hereto shall not be deemed to
be a waiver of any Default or Event of Default under the Credit Agreement
(other than as specifically set forth in Section 2 of this Amendment) or
breach, default, or event of default under any Security Document or other
document held by the Bank, whether or not known to the Bank and whether or not
existing on the date of this Amendment.


           5.3.          Reassertion of Representations and Warranties, No
Default. The Borrower hereby represents that on and as of the
date hereof and after giving effect to this Amendment (a) all of the
representations and warranties in the Credit Agreement and the Security
Documents are true, correct, and complete in all material respects, without
duplication as to any materiality modifiers, qualifications, or limitations set
forth in Article IV of the Credit Agreement, in each case as of the date hereof
as though made on and as of such date, except (i) for changes permitted by
the terms of the Credit Agreement and (ii) to the extent that any such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects as of such earlier date, and (b) there will exist no Default or
Event of Default under the Loan Documents as affected by this Amendment on such
date that the Bank has not expressly waived in writing.


           5.4.          Authority, No Conflict, No Consent Required.
The Borrower represents and warrants that it has the power, legal right, and
authority to enter into the Amendment and has duly authorized as appropriate
the execution and delivery of the Amendment by proper corporate action, and neither
the Amendment nor the agreements herein contravene or constitute a default
under any agreement, instrument, or indenture to which the Borrower is a party
or a signatory, any provision of the Borrower’s articles of incorporation or
bylaws, or any other agreement or requirement of law, or result in the
imposition of any Lien on any of its property under any agreement binding on or
applicable to the Borrower or any of its property except, if any, in favor of
the Bank. The Borrower represents and warrants that no consent, approval, or
authorization of or registration or declaration with any Person, including but
not limited to any governmental authority, is required in connection with the
execution and delivery of the Amendment or the performance of obligations of
the Borrower therein described, except for those that the Borrower has obtained
or provided and as to which the Borrower has delivered certified copies of
documents evidencing each such action to the Bank.


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           5.5.          No Adverse Claim. The Borrower
warrants, acknowledges, and agrees that no events have taken place and no
circumstances exist at the date hereof that would give the Borrower a basis to
assert a defense, offset, or counterclaim to any claim of the Bank with respect
to the Obligations.


          Section 6.          Affirmation of Loan Documents, Further References,
Affirmation of Security Interest. Each of the Bank and the
Borrower acknowledge and affirm that the Credit Agreement, the Security
Documents, and each of the other Loan Documents to which it is a party is
hereby ratified and confirmed in all respects and all terms, conditions, and
provisions of each such Loan Document shall remain unmodified and in full force
and effect. The Borrower confirms to the Bank that the Obligations are and
continue to be secured by the security interest granted in favor of the Bank
under the Security Documents and that all of the terms, conditions, provisions,
agreements, requirements, promises, obligations, duties, covenants, and
representations of the Borrower under such documents and any and all other
documents and agreements entered into with respect to the obligations under the
Credit Agreement are hereby ratified, assumed, and affirmed in all respects by
the Borrower.


          Section 7.          Merger and Integration, Superseding Effect.
This Amendment, on and after the date hereof, embodies the entire agreement and
understanding between the parties hereto and supersedes and has merged into
this Amendment all prior oral and written agreements on the same subjects by
and between the parties hereto with the effect that this Amendment shall
control with respect to the specific subjects hereof and thereof.


          Section 8.          Severability. Whenever possible, each provision
of this Amendment and any other statement, instrument, or transaction
contemplated hereby or relating hereto shall be interpreted so as to be
effective, valid, and enforceable under the applicable law of any jurisdiction,
but if any provision of this Amendment or any other statement, instrument, or
transaction contemplated hereby or relating hereto is held to be prohibited,
invalid, or unenforceable under the applicable law, such provision shall be
ineffective in such jurisdiction only to the extent of such prohibition,
invalidity, or unenforceability, without invalidating or rendering
unenforceable the remainder of such provision or the remaining provisions of
this Amendment or any other statement, instrument, or transaction contemplated
hereby or relating hereto in such jurisdiction, or affecting the effectiveness,
validity, or enforceability of such provision in any other jurisdiction.


          Section 9.          Successors. This Amendment shall be
binding upon the Borrower, the Bank, and their respective successors and
assigns, and shall inure to the benefit of the Borrower, the Bank, and the
successors and assigns of the Bank.


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          Section 10.          Expenses. The Borrower shall pay the
Bank, upon execution of this Amendment, the fees and expenses as provided in
Section 8.2 of the Credit Agreement.


          Section 11.          Headings. The headings of various
sections of this Amendment are for reference only and shall not be deemed to be
a part of this Amendment.


          Section 12.          Counterparts. This Amendment may be
executed in several counterparts as deemed necessary or convenient, each of
which, when so executed, shall be deemed an original, provided that all such
counterparts shall be regarded as one and the same document.


          Section 13.          Governing Law. THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS
AMENDMENT SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF
LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES
APPLICABLE TO NATIONAL BANKS. 


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          IN
WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 	
  

 
	
  

 	
 ELECTROMED, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Jeremy T. Brock



 
	
  

 	
 Name: Jeremy T. Brock

 
	
  

 	
 Title: Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 BANK:

 
	
  

 	
  

 
	
  

 	
 U.S. BANK NATIONAL
 ASSOCIATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Seth Tribon



 
	
  

 	
 Name: Seth Tribon

 
	
  

 	
 Title: Assistant
 Vice President

 



Signature Page to Amendment


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