micreditagreement14.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current Report Pursuant to Section 13
or 15(d)
Of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): September 30, 2009
WINLAND
ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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1-15637
(Commission
File Number)
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41-0992135
(IRS
Employer Identification
No.)
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1950 Excel Drive
Mankato, Minnesota
56001
(Address of Principal Executive Offices) (Zip Code)
(507) 625-7231
(Registrant’s telephone number, including area code)
Not
Applicable
(Former Name or Former Address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
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Item
9.01 Financial Statements and Exhibits.
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SIGNATURE
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Amendment
No. 14 to Credit Agreement
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On
September 30, 2009, Winland Electronics, Inc. and M&I Marshall & Illsley
Bank executed Amendment No. 14 to Credit Agreement, which further amends the
Credit and Security Agreement dated June 30, 2003, as amended (the "Credit
Agreement"). The
current amendment amends the following provisions of the Credit
Agreement:
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Section
1.1 definition of “Borrowing Base” to read "at any
time, the lesser of: (a) the Maximum Line; or (b) 80% of Eligible Accounts";
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Section
1.1 (xi) to read "that
portion of Accounts owed by an account debtor, regardless of whether otherwise
eligible, which exceeds 15%, or, as to Accounts owed by XATA, 40% (or in any
event such lower percentage as Lender may designate upon a determination by
Lender that the quality of any Account has been diminished) of all Accounts
owed by all account debtors.”;
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Section
1.1 definition of "Maximum Line" to read "$2,500,000.00";
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Section
1.1 clause (ii) to read "three
and one-half percent (3.50%)”;
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Section
2.6 (a) to read "Note. Except
as set forth in Sections 2.6(b), 2.6(c) and 2.6(d), the outstanding principal
balance of the Revolving Note shall bear interest at the greater of (i) five
percent (5.0%) per annum, or (ii) the LIBOR
Rate";
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Section
6.1 to add subsection (k) to read "on the
first day of each week, a current borrowing base certificate substantially in
the form of Exhibit C hereto”; and
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Section
6.12 to read “The
Borrower will maintain its Tangible Net Worth, on a consolidated basis with
all Subsidiaries, as of the end of each fiscal quarter commencing with the
fiscal quarter ending September 30, 2009, at not less than
$7,300,000.00".
Amendment
No. 14 to Credit Agreement is attached as an exhibit to this
report.
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(a)
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Financial
statements: None.
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(b)
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Pro
forma financial information: None.
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(c)
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Shell
company transactions: None.
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(d)
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Exhibits:
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10.1
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Amendment
No. 14 to Credit Agreement between the Company and M&I Marshall &
Ilsley Bank dated September 30,
2009.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Winland Electronics,
Inc. |
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Date:
October 6, 2009
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By:
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/s/ Glenn
A. Kermes |
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Glenn
A. Kermes |
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Chief
Financial Officer |
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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
EXHIBIT
INDEX TO FORM 8-K
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Date
of Report:
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Commission
File No.:
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September
30, 2009
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1-15637
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WINLAND
ELECTRONICS, INC.
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EXHIBIT
NO.
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ITEM
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10.1
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Amendment
No. 14 to Credit Agreement between the Company and M&I Marshall &
Illsley Bank dated September 30,
2009.
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