Exhibit 10.2 to Rimage Corporation Form 10-Q for quarterly period ended June 30, 2009



EXHIBIT 10.2


FOURTH AMENDMENT TO CREDIT AGREEMENT 


          THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 1,
2009, by and between RIMAGE CORPORATION, a Minnesota corporation (“Borrower”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”). 


RECITALS


          WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions of
that certain Credit Agreement between Borrower and Bank dated as of March 29,
2004, as amended from time to time (“Credit Agreement”). 


          WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions
set forth in the Credit Agreement and have agreed to amend the Credit Agreement
to reflect said changes. 


          NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree that the Credit Agreement shall
be amended as follows: 


          1.     Section
1.1 (a) is hereby amended by deleting “July 1, 2009” as the last day on which
Bank will make advances under the Line of Credit, and by substituting for said
date “July 1, 2010,” with such change to be effective upon the execution and
delivery to Bank of a promissory note dated as of July 1, 2009 (which
promissory note shall replace and be deemed the Revolving Line of Credit Note
defined in and made pursuant to the Credit Agreement) and all other contracts,
instruments and documents required by Bank to evidence such change. 


          2.     Section
4.3 (c) is hereby deleted in its entirety, and the following substituted
therefor: 


          “(c)   contemporaneously
with each annual and quarterly financial statement of Borrower required hereby,
a certificate of the president or chief financial officer of Borrower that said
financial statements are accurate and that there exists no Event of Default nor
any condition, act or event which with the giving of notice or the passage of
time or both would constitute an Event of Default;” 


          3.     Section
4.9 is hereby deleted in its entirety, and the following substituted therefor: 


          “SECTION
4.9. FINANCIAL CONDITION. Maintain Borrower’s financial condition as follows
using generally accepted accounting principles consistently applied and used
consistently with prior practices (except to the extent modified by the
definitions herein): 


          (a)     Tangible
Net Worth not less than $80,000,000 at each fiscal quarter end, with “Tangible
Net Worth” defined as the aggregate of total stockholders’ equity plus subordinated
debt less any intangible assets. 


          (b)     Net
losses not greater than $500,000 at each fiscal quarter end.” 


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EXHIBIT 10.2


          4.          The
following is hereby added to the Credit Agreement as Section 4.11: 


          “SECTION
4.11.      LIQUIDITY. Maintain unencumbered liquid
assets (defined as cash, cash equivalents and/or publicly traded/quoted
marketable securities acceptable to Bank in its sole discretion) with an
aggregate fair market value not at any time less than Thirty Five Million
Dollars ($35,000,000).” 


          5.     Section
5.3 is hereby deleted in its entirety, and the following substituted therefor: 


          “SECTION
5.3. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with
any other entity; make any substantial change in the nature of Borrower’s
business as conducted as of the date hereof; acquire all or substantially all
of the assets of any other entity; nor sell, lease, transfer or otherwise
dispose of all or a substantial or material portion of Borrower’s assets except
in the ordinary course of its business, except acquisitions and mergers
exceeding an aggregate of $25,000,000 in purchase price.” 


          6.     Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification. All
terms defined in the Credit Agreement shall have the same meaning when used in
this Amendment. This Amendment and the Credit Agreement shall be read together,
as one document. 


          7.     Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default. 


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


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
WELLS FARGO
 BANK,


	
RIMAGE
 CORPORATION

	
  NATIONAL
 ASSOCIATION


	
 

	
 

	
 


	
By:

	
/s/ Robert M.
 Wolf

	
 

	
By:

	
/s/ Cynthia S.
 Goplen

	
 


	
Robert M.
 Wolf, Secretary and

	
Cynthia S.
 Goplen, Vice President


	
Chief
 Financial Officer

	
 


	
 

	
 

	
 


	
By:

	
/s/ Bernard P.
 Aldrich

	
 

	
 


	
Bernard P.
 Aldrich, President and

	
 


	
Chief
 Executive Officer

	
 





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