exv10w1






Exhibit 10.1




AMENDMENT NO. 1 TO AGREEMENT




     THIS AMENDMENT No. 1, dated as of August 13, 2009 (“Amendment No. 1”), to the Agreement dated
February 4, 2009 (the “Agreement”), by and among White Electronic Designs Corporation, an Indiana
corporation (“WEDC”), Wynnefield Partners Small Cap Value, L.P. (and its affiliates) (“Wynnefield
Partners”), Caiman Partners, L.P. (and its affiliates) (“Caiman Partners), Kahn Capital Management
LLC (“Kahn Partners”) and, solely with respect to Section 8(b) of the Agreement in each of their
respective capacities as shareholders, Jack A. Henry, Paul D. Quadros, Thomas M. Reahard, Thomas J.
Toy and Edward A. White (the “Other Parties”). For purposes of this Amendment No. 1, other than as
set forth in Section 3.1 hereof, Wynnefield Partners and the Other Parties are merely signatories,
acknowledging, approving and affirming this Amendment No. 1 and shall not be deemed to take on
further obligations as a result of this Amendment No. 1. From time to time in this Amendment No.
1, the signatories hereto are referred to individually as a “Party” and together as the “Parties.”



RECITALS




     WHEREAS, Brian Kahn, the Chairman of the Board of Directors (the “Board”) of WEDC, through his
affiliated entities Caiman Partners and Kahn Partners (Mr. Kahn, together with Caiman Partners and
Kahn Partners, the “Kahn Entities”), is currently deemed to beneficially own shares of common stock
of WEDC (the “Common Stock”) totaling, in the aggregate, 803,700 shares, or approximately 3.5% of
the Common Stock issued and outstanding; and



     WHEREAS, the Parties hereto have agreed to enter into this Amendment No. 1 to the Agreement to
provide for the acquisition by the Kahn Entities of Common Stock pursuant to a single tender offer
to all shareholders, wherein, after the tender offer, the Kahn Entities may own (after aggregating
all ownership whether acquired before or after the tender offer) up to 19.99% of the issued and
outstanding Common Stock (the “Tender Offer”), in exchange for certain additional obligations set
forth herein.



     NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein, and
other good and valuable consideration, the sufficiency of which is hereby acknowledged, intending
to be legally bound hereby, the parties agree as follows:



     Section 1.1. Capitalized terms used but not otherwise defined herein have the meanings
assigned thereto in the Agreement.



     Section 2.1. Section 6(b) of the Agreement is amended and restated in its entirety as follows:



     “purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial
ownership (as determined under Rule 13d-3 promulgated under the Exchange Act) of any Common Stock
or other securities issued by WEDC, if in any such case, immediately after the taking of such
action, (1) Wynnefield Partners would, in the aggregate, beneficially own more than 9.9% of the
then outstanding shares of Common Stock or (2) the Kahn Entities (with their affiliates) would, in
the aggregate, collectively beneficially own more than 9.9% of the then outstanding shares of
Common stock; notwithstanding the foregoing, the Kahn Entities may exceed the 9.9% threshold set
forth



 









 




directly above in connection with acquisitions of Common Stock in the Tender Offer but in no
event may their ownership percentage exceed 19.99% of the issued and outstanding Common Stock.




     Section 2.2. Notwithstanding anything to the contrary in the Agreement, the Kahn Entities
hereby also agree to comply with all of the obligations in clause (a), (c), (d), (e), (f), (g),
(h), (i), (j), and (k) of Section 6 until the termination date set forth in Section 2.4 of this
Amendment No. 1.



     Section 2.3. The Kahn Entities hereby agree that its obligations of Section 7 of the Agreement
are hereby extended to include WEDC 2010 annual shareholders’ meeting so that the Kahn Entities
agree to vote all shares of Common Stock beneficially owned by him or them for each of WEDC’s
nominees for election to the Board, as proposed by WEDC’s Nominating Committee and approved by the
Board. In addition, from the date hereof until the termination date set forth in Section 2.4 of
this Amendment No. 1, the Kahn Entities shall, and shall cause their respective officers,
directors, employees, representatives and agents to, vote any shares of Common Stock beneficially
owned by them in connection with any matter or proposal submitted to a vote of WEDC’s shareholders
as recommended by a majority of the members of the Board.



     Section 2.4. Notwithstanding the termination provisions of Section 9 of the Agreement, the
Kahn Entities’ obligations under this Amendment No. 1 shall continue until two business days
following the 2010 WEDC annual meeting of shareholders.



     Section 3.1. WEDC and the Kahn Entities may disclose the existence of this Amendment No. 1
after its execution pursuant to one joint press release that is mutually and reasonably acceptable
to the parties and no Party hereunder shall make any other public release(s) regarding the matters
hereof. The Kahn Entities hereto agree that while this Amendment No. 1 and the Agreement remain in
effect, they shall refrain from any disparagement, defamation, libel, or slander with respect to
any other Party or its affiliates or from publicly criticizing such other Party or its affiliates.



     Section 3.2. Except as specifically amended pursuant to the terms of this Amendment No. 1, the
terms and provisions of the Agreement shall remain in full force and effect.



     Section 3.3. This Amendment No. 1 may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.



[signatures on following page]




2









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by
their duly authorized representatives as of the day and year first written above.



	 	 	 	 	 	 	 	 	 
	White Electronic Designs Corporation	 	Wynnefield Partners Small Cap Value, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roger A. Derse
 

	 	By:
	 	/s/ Nelson Obus
 

	 	 
	Name: Roger A. Derse	 	Its: General Partner	 	 
	Title: Chief Financial Officer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Caiman Partners, L.P.	 	Kahn Capital Management LLC	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Brian R. Kahn
 

	 	By:
	 	/s/ Brian R. Kahn
 

	 	 
	Its: General Partner	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Other Parties:	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	/s/ Paul D. Quadros
 

	 	/s/ Jack A. Henry
 

	 	 
	Paul D. Quadros, a shareholder	 	Jack A. Henry, a shareholder	 	 
	 	 	 	 	 	 	 	 
	/s/ Thomas M. Reahard
 

	 	/s/ Thomas J. Toy
 

	 	 
	Thomas M. Reahard, a shareholder	 	Thomas J. Toy, a shareholder	 	 
	 	 	 	 	 	 	 	 
	/s/ Edward A. White
 

	 	 	 	 	 	 
	Edward A. White, a shareholder	 	 	 	 	 	 






SIGNATURE PAGE TO AMENDMENT

NO. 1