MXWL EX 10.41 (1)






Exhibit 10.41


 
    
NINTH AMENDMENT TO CREDIT AGREEMENT
This Ninth Amendment to Credit Agreement (this “Amendment”) is entered into as of April 23, 2015, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) and MAXWELL TECHNOLOGIES, INC. (“Borrower”).
RECITALS
Borrower and Bank are parties to that certain Credit Agreement dated as of December 5, 2011, as amended from time to time, including but without limitation by that certain First Amendment to Credit Agreement dated as of October 31, 2013, that certain Second Amendment to Credit Agreement dated as of December 5, 2013, that certain Third Amendment and Waiver to Credit Agreement dated as of February 5, 2014, that certain Forbearance and Fourth Amendment to Credit Agreement dated as of April 30, 2014, that certain Forbearance and Fifth Amendment to Credit Agreement dated as of June 30, 2014, that certain Sixth Amendment to Credit Agreement dated as of August 29, 2014, that certain Seventh Amendment to Credit Agreement dated as of November 19, 2014 and that certain Eighth Amendment to Credit Agreement dated as of February 27, 2015 (the “Agreement”).  
Borrower is in default under the Agreement due to (i) Borrower’s violation of Section 4.9(c) of the Agreement as a result of Borrower’s failure to comply with the maximum net loss requirement for the quarter ending March 31, 2015 and (ii) Borrower’s violation of Section 4.9(b) of the Agreement as a result of Borrower’s failure to maintain the required aggregate amount of consolidated unrestricted cash at all times in March 2015 (the “Existing Defaults”).  The parties desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1.Section 1.1(a) of the Agreement is hereby amended and restated in its entirety and replaced with the following:
“(a)      Line of Credit.  Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including June 15, 2015, not to exceed at any time the Line of Credit, the proceeds of which shall be used to finance Borrower’s working capital requirements and general corporate purposes.  Borrower’s obligation to repay advances under the Line of Credit shall be evidenced by promissory notes dated as of August 29, 2014 (as amended, restated, modified or supplemented from time to time) and April 30, 2015 (as amended, restated, modified or supplemented from time to time, collectively the “Line of Credit Note”), all terms of which are incorporated herein by this reference.
As used herein, “Line of Credit” shall mean from (i) April 23, 2015 through April 29, 2015, an aggregate principal amount of Ten Million Dollars ($10,000,000) and (ii) April 30, 2015 through June 15, 2015, an aggregate principal amount of Eight Million Dollars ($8,000,000).”
2.Section 4.9(b) of the Agreement is hereby amended and restated in its entirety and replaced with the following: 
“(b)  Borrower shall maintain at all times an aggregate amount of at least (i) Two Million Dollars ($2,000,000) in consolidated unrestricted cash in the United States and (ii) Fourteen Million Dollars ($14,000,000) in total of consolidated unrestricted cash.”  
3.The Compliance Certificate attached to the Agreement hereby is replaced with the Compliance Certificate attached hereto.  









4.Borrower acknowledges and Bank hereby waives the Existing Defaults.
5.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 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.
6.Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement.  The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective 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 Agreement, as in effect prior to the date hereof.
7.Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default (other than the Existing Default) has occurred and is continuing.  
8.By no later than April 30, 2015, Borrower hereby agrees that it shall repay all obligations of Borrower to Bank under the Line of Credit in excess of Eight Million Dollars ($8,000,000).
9.As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank:
(a)this Amendment, duly executed by Borrower;
(b)Corporate Borrowing Resolutions in the form attached hereto; 
(c)a Revolving Line of Credit Note dated as of April 30, 2015, duly executed by Borrower; and
(d)all reasonable fees and expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.
10.    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/ Kevin S. Royal

	 
	 

	 
	Title: SVP and CFO

	 
	 

	 
	

WELLS FARGO BANK, 
NATIONAL ASSOCIATION 

	 
	By: /s/ Alex Razo

	 
	 

	 
	Title: SVP










































































[Signature Page to Ninth Amendment to Credit Agreement]









COMPLIANCE CERTIFICATE
TO:    WELLS FARGO BANK, NATIONAL ASSOCIATION
10421 Wateridge Court, Suite 150
San Diego, CA 92121


I am an officer of MAXWELL TECHNOLOGIES, INC. (“Borrower”).  Under the terms of that certain Credit Agreement between Borrower and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) dated as of December 5, 2011, as amended from time to time (the “Agreement”), I hereby certify that:
The attached financial statements of Borrower and/or each Subsidiary dated as of _____________ (the “Statement Date”) are true and correct and have been accurately prepared in accordance with generally accepted accounting principles and used consistently with prior practices.  
Unless expressly stated otherwise in a written statement attached to this Certificate, all representations and warranties contained in the Agreement remain true and correct, and as of the date hereof there exists no default or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default.
The calculations regarding each financial covenant below (with capitalized terms not otherwise defined having the meanings given to them in the Agreement), as of the Statement Date, and regardless of whether Borrower must be in compliance with each covenant as of the Statement Date, are as follows:
BORROWER FINANCIAL COVENANTS:
	
				
	SECTION
	COVENANT
	ACTUAL
	REQUIRED

	4.9(a)
	Quick Ratio 
	______ to 1.000
	Not less than 1.125 to 1.000

	4.9(b)
	Liquidity 
	$_________
	$14,000,000 in Total

	 
	 
	$_________
	$2,000,000 in the United States

	 
	





	 
	 






MAXWELL TECHNOLOGIES, INC.




By:    __________________________________                        
Title:    __________________________________
Date:    __________________________________