Exhibit 10.1

FIFTH AMENDMENT TO REVOLVING LOAN AGREEMENT

THIS FIFTH AMENDMENT TO REVOLVING LOAN AGREEMENT (this “ Amendment ”) is made and entered into as of November 27, 2015, by and between WSI INDUSTRIES, INC., a Minnesota corporation (the “ Borrower ”), and BMO HARRIS BANK N.A., a national banking association, successor by merger to M&I Marshall & Ilsley Bank (the “ Bank ”).

RECITALS:

A. The Borrower and the Bank are parties to a certain Loan Agreement dated February 1, 2011, as amended by an amendment dated February 1, 2012, an amendment dated January 30, 2013, an amendment dated January 31, 2014 and an amendment dated January 26, 2015 (as so amended, the “ Loan Agreement ”). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

B. The Borrower has requested that the Bank amend certain provisions of the Loan Agreement and the Bank has agreed to do so upon the terms and subject to the conditions set forth in this Amendment.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the nature, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Delivery of Documents . At or prior to the execution of this Amendment, and as a condition precedent to the effectiveness of this Amendment, the Borrower shall have satisfied the following conditions and delivered or caused to be delivered to the Bank the following documents each dated such date and in form and substance satisfactory to the Bank and duly executed by all appropriate parties:

(a) This Amendment.

(b) The Amended and Restated Revolving Credit Promissory Note.

(c) An Acknowledgment of Guarantors, duly executed by each Guarantor.

(d) A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by an officer of the Borrower, along with a certificate of such officer which (i) certifies that there has been no amendment to either the Articles of Incorporation or the Bylaws of the Borrower since true and accurate copies of the same were last delivered and certified to the Bank, and that said Articles of Incorporation or the Bylaws remain in full force and effect as of the date of this Amendment, (ii) identifies each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment, and (iii) sets forth specimen signatures of each officer of the Borrower referred to above and identifies the office or offices held by such officer.

(e) Such other documents or instruments as the Bank may reasonably require.

Section 2. Amendments to Loan Agreement .

(a) Definition of Maturity Date . The definition of “Maturity Date” in Section 1.01 of the Loan Agreement is amended and restated in its entirety to read as follows:

“ Maturity Date ” means February 28, 2017.”

(b) New Defined Terms . The following new defined terms are hereby added to Section 1.01 of the Loan Agreement in the appropriate alphabetical order:

“ EBITDA ” means, as of any date, the sum of Borrower’s earnings after taxes, plus interest expense, plus taxes, plus depreciation, plus amortization, in each case for the applicable period ending on such date and as determined in accordance with generally accepted accounting principles applied consistently with past practices.

“ Liquidity ” means the Borrower’s cash balances on deposit in bank accounts plus the Commitment minus the aggregate total of all outstanding Loans advanced to Borrower.

(c) Financial Statements . Section 5.01 of the Loan Agreement is amended to (i) replace the reference appearing in clause (a) thereof to “Sections 5.09 through 5.13 hereof” with references to “Section 5.08 through 5.11 hereof” and (ii) replace the reference appearing in clause (b) thereof to “Sections 5.08 through 5.12 hereof” with references to “Section 5.08 through 5.11 hereof”.

(d) Minimum Liquidity . Section 5.08 of the Loan Agreement is amended and restated in its entirety to read as follows:

Section 5.08 Minimum Liquidity . So long as the Revolving Note shall remain unpaid or the Bank shall have any Commitment hereunder, the Borrower shall hold, as at the end of each fiscal quarter end, Liquidity of not less than $2,000,000.00.

(e) Year-to-Date EBITDA . Section 5.10 of the Loan Agreement is amended and restated in its entirety to read as follows:

(f) Quarterly Fixed Charge Coverage Ratio . Section 5.11 of the Loan Agreement is amended and restated in its entirety to read as follows:

Section 5.11 Quarterly Fixed Charge Coverage Ratio . So long as the Revolving Note shall remain unpaid or the Lender shall have any Commitment hereunder, Borrower shall maintain a quarterly Fixed Charge Coverage Ratio, tested quarterly as of the end of each fiscal quarter of Borrower (based upon a fiscal year end of the last Sunday in August, and fiscal quarter ends on the last Sunday of each of November, February, May and August) for the most recently-ended four fiscal quarters of Borrower preceding each such testing date, of not less than 1.20 to 1 as of the end of each such testing period, beginning on fiscal quarter ended on the last Sunday of August in 2016, determined in accordance with generally recognized accounting principles consistently applied.

The term “ Fixed Charge Coverage Ratio ” means, as of any date, the ratio of (a) Borrower’s EBITDA, plus non-cash stock option expenses, minus unfinanced capital expenditures, minus dividends, minus taxes paid in cash; to (b) scheduled principal and interest payments due on all Debt of the Borrower; determined in each case, for such the four fiscal quarter period ending on such date.

Section 3. Representations; No Default . The Borrower represents and warrants that: (a) the representations and warranties of the Borrower contained in Article IV of the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (c) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default under the Loan Agreement or the Revolving Note or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance 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, (d) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which 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, (e) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement, the Revolving Note or any of the other Loan Documents, (f) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Revolving Note, and (g) no Event of Default has occurred and is continuing under the Loan Agreement or the Revolving Note.

Section 4. Affirmation, Further References . The Bank and the Borrower each acknowledge and affirm that the Loan Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and provisions of the Loan Agreement (except as amended by this Amendment) and of each of the other Loan Documents shall remain unmodified and in full force and effect. All references in any document or instrument to the Loan Agreement is hereby amended and shall refer to the Loan Agreement, as amended by this Amendment.

Section 5. Severability . Whenever possible, each provision of this Amendment and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner 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 thereby or relating hereto or thereto shall be 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 thereby or relating hereto or thereto in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.

Section 6. 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 to the respective successors and assigns of the Bank.

Section 7. Costs and Expenses . The Borrower agrees to reimburse the Bank, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses of counsel for the Bank) incurred in connection with the Loan Agreement, including in connection with the negotiation, preparation and execution of this Amendment and all other documents negotiated, prepared and executed in connection with this Amendment, and in enforcing the obligations of the Borrower under this Amendment, and to pay and save the Bank harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment.

Section 8. Headings . The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.

Section 9. Counterparts; Digital Copies . 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, and any party to this Amendment may execute any such agreement by executing a counterpart of such agreement. A facsimile or digital copy (pdf) of this signed Amendment shall be deemed to be an original thereof.

Section 10. Release of Rights and Claims . Borrower, for itself and its successors and assigns, hereby releases, acquits, and forever discharges Bank and its successors and assigns for any and all manner of actions, suits, claims, charges, judgments, levies and executions occurring or arising from the transactions entered into with Bank prior to entering into this Amendment whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect which Borrower may have against Bank.

Section 11. Governing Law . This Amendment shall be governed by the internal laws of the State of Minnesota, without giving effect to conflict of law principles thereof.

Section 12. No Waiver . Nothing contained in this Amendment (or in any other agreement or understanding between the parties) shall constitute a waiver of, or shall otherwise diminish or impair, the Bank’s rights or remedies under the Loan Agreement, the Revolving Note or any of the other Loan Documents, or under applicable law.

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

[FIFTH AMENDMENT TO REVOLVING LOAN AGREEMENT SIGNATURE PAGE]

Exhibit 10.2

SECOND AMENDMENT TO TERM LOAN AGREEMENT

THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “ Amendment ”) is made and entered into as of November 27, 2015, by and between WSI INDUSTRIES, INC., a Minnesota corporation (the “ Borrower ”) and BMO HARRIS BANK N.A., a national banking association, successor by merger to M&I Marshall & Ilsley Bank (the “ Bank ”).

RECITALS:

A. The Borrower and the Bank are parties to a certain Loan Agreement dated as of May 8, 2013, as amended by an amendment dated January 31, 2014 (as so amended, the “ Loan Agreement ”). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

B. The Borrower has requested that the Bank amend certain provisions of the Loan Agreement, and the Bank has agreed to do so upon the terms and subject to the conditions set forth in this Amendment.

AGREEMENTS:

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the nature, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Delivery of Documents . At or prior to the execution of this Amendment, and as a condition precedent to the effectiveness of this Amendment, the Borrower shall have satisfied the following conditions and delivered or caused to be delivered to the Bank the following documents each dated such date and in form and substance satisfactory to the Bank and duly executed by all appropriate parties:

(a) This Amendment.

(b) An Acknowledgment of Guarantors, duly executed by each Guarantor.

(c) A copy of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by an officer of the Borrower, along with a certificate of such officer which (i) certifies that there has been no amendment to either the Articles of Incorporation or the Bylaws of the Borrower since true and accurate copies of the same were last delivered and certified to the Bank, and that said Articles of Incorporation or the Bylaws remain in full force and effect as of the date of this Amendment, (ii) identifies each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment, and (iii) sets forth specimen signatures of each officer of the Borrower referred to above and identifies the office or offices held by such officer.

(d) Such other documents or instruments as the Bank may reasonably require.

Section 2. Amendment to Loan Agreement .

(a) Definitions . Article 1 of the Loan Agreement is amended to insert to the end thereof new section 1.17 to read as follows:

“1.17 Revolving Loan Agreement . The Revolving Loan Agreement means that certain Loan Agreement dated as of February 1, 2011 by and between the Borrower, the Guarantors and the Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time. Any terms used, referenced or incorporated in this Loan Agreement and not otherwise defined in this Loan Agreement have the meanings ascribed to such terms in the Revolving Loan Agreement.”

(b) Financial Covenants . Section 5.8 of the Loan Agreement is amended and restated in its entirety to read as follows:

“5.8 Financial Covenants . Sections 5.08 through 5.11 of the Revolving Loan Agreement are deemed incorporated herein by reference.”

Section 3. Representations; No Default . The Borrower represents and warrants that: (a) the representations and warranties of the Borrower contained in Article 4 of the Loan Agreement are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (b) the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith, (c) neither this Amendment nor the agreements contained herein contravene or constitute an Event of Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which the Borrower is a party or a signatory, or any provision of the Borrower’s Articles of Incorporation or Bylaws or, to the best of the Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance 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, (d) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of this Amendment or other agreements and documents executed and delivered by the Borrower in connection herewith or the performance of obligations of the Borrower herein described, except for those which 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, (e) no events have taken place and no circumstances exist at the date hereof which would give the Borrower grounds to assert a defense, offset or counterclaim to the obligations of the Borrower under the Loan Agreement or any of the other Loan Documents, (f) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the Borrower may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Note, and (g) no Event of Default has occurred and is continuing under the Loan Agreement.

Section 4. Affirmation, Further References . The Bank and the Borrower each acknowledge and affirm that the Loan Agreement, as hereby amended, are hereby ratified and confirmed in all respects and all terms, conditions and provisions of the Loan Agreement (except as amended by this Amendment) and of each of the other Loan Documents shall remain unmodified and in full force and effect. All references in any document or instrument to the Loan Agreement are hereby amended and shall refer to the Loan Agreement as amended by this Amendment.

Section 5. Severability . Whenever possible, each provision of this Amendment and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner 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 thereby or relating hereto or thereto shall be 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 thereby or relating hereto or thereto in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.

Section 6. 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 to the respective successors and assigns of the Bank.

Section 7. Costs and Expenses . The Borrower agrees to reimburse the Bank, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses of counsel for the Bank) incurred in connection with the Loan Agreement, including in connection with the negotiation, preparation and execution of this Amendment and all other documents negotiated, prepared and executed in connection with this Amendment, and in enforcing the obligations of the Borrower under this Amendment, and to pay and save the Bank harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment.

Section 8. Headings . The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.

Section 9. Counterparts; Digital Copies . 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, and any party to this Amendment may execute any such agreement by executing a counterpart of such agreement. A facsimile or digital copy (pdf) of this signed Amendment shall be deemed to be an original thereof.

Section 10. Release of Rights and Claims . Borrower, for itself and its successors and assigns, hereby releases, acquits, and forever discharges Bank and its successors and assigns for any and all manner of actions, suits, claims, charges, judgments, levies and executions occurring or arising from the transactions entered into with Bank prior to entering into this Amendment whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect which Borrower may have against Bank.

Section 11. Governing Law . This Amendment shall be governed by the internal laws of the State of Minnesota, without giving effect to conflict of law principles thereof.

Section 12. No Waiver . Nothing contained in this Amendment (or in any other agreement or understanding between the parties) shall constitute a waiver of, or shall otherwise diminish or impair, the Bank’s rights or remedies under the Loan Agreement or any of the other Loan Documents, or under applicable law.

[signature page follows]

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

[SECOND AMENDMENT TO TERM LOAN AGREEMENT SIGNATURE PAGE]

Exhibit 10.3

AMENDED AND RESTATED

REVOLVING CREDIT

PROMISSORY NOTE

FOR VALUE RECEIVED, WSI INDUSTRIES, INC., a Minnesota corporation, (the “Borrower”) promises to pay to the order of BMO HARRIS BANK N.A., a national banking association, successor by merger to M&I Marshall & Ilsley Bank, or any future holder hereof (“Lender”), the principal sum of One Million and no/100 Dollars ($1,000,000.00), or so much thereof as may be advanced and be outstanding pursuant to and subject to the restrictions contained in the Loan Agreement (as defined below), together with interest accruing from and after the date hereof on the unpaid principal balance from time to time outstanding at a fluctuating annual interest rate equal to the LIBOR Rate, as hereinafter defined, plus Two Hundred (200) basis points per year (collectively the LIBOR Rate plus Two Hundred (200) basis points is the “Note Rate”). The Note Rate shall change concurrently with each change in the LIBOR Rate. The Note Rate is not necessarily the lowest rate charged by Lender on loans at any given time. NOTICE : Under no circumstances will the Note Rate be more than the maximum rate allowed by applicable law. Principal and interest due hereunder shall be paid in immediately available funds as follows:

1. Payments . Interest only (at the Note Rate) on the principal balance outstanding from time to time shall be paid on or before the first day of the first calendar month after the date hereof, and on or before the first day of each and every month thereafter throughout the term of this Note. The amount available to be advanced under this Note (and repaid and re-advanced) shall not exceed the Commitment (as defined in the Loan Agreement).

2. Application of Payments . Unless otherwise determined by Lender in its sole discretion, all payments shall be applied first to interest, second to principal then due, third to late charges (including any Default Rate Margin as defined below), if any, and fourth to any escrow required under the Loan Documents, with the balance to be applied to principal then owing, provided however, that if any advance made by the Lender as the result of a default on the part of the Borrower under the terms of this Note or any instrument securing this Note is not repaid on demand, any monies received, at the option of the Lender, may first be applied to repay such advances, plus interest thereon at an interest rate equal to the sum of the Note Rate plus the Default Rate Margin, and the balance, if any, shall be applied in accordance with the provisions hereof. Any application of principal hereunder shall not reduce the periodic amounts due and payable as provided in this Note.

3. Interest Calculation . Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note shall be computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in this Note. If any payment received is less than the amount of interest due through the effective date of receipt of such payment, Lender reserves the right to add any such deficiency to principal.

4. Payment Location . If Lender does not require automatic withdrawal of payments from Borrower’s account as provided herein, all payments of principal and interest due hereunder shall be paid to Lender at 50 South Sixth Street, Suite 1000, Minneapolis, Minnesota 55402, Attention: Kevin D. Rohrer, or to such other person or at such other address as Lender may from time to time direct.

5. Maturity Date . The entire outstanding balance of principal under this Note, if not sooner paid, together with all accrued interest thereon, shall be due and payable on the Maturity Date (as defined in the Loan Agreement).

6. Loan Agreement . The terms, covenants, conditions and agreements contained in that certain Loan Agreement, dated February 1, 2011, by and among Borrower, WSI Rochester, Inc. and WSI Industries Co. (“Guarantors”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and all other Loan Documents, including but not limited to those certain Guaranties executed by Guarantors pursuant to which Guarantors agreed to guarantee Borrower’s obligations under this Note and the other Loan Documents, are hereby made a part hereof to the same extent and effect as if the same were fully set forth herein.

7. Prepayment . This Note may be prepaid at any time, in whole or in part, without premium or penalty.

8. Interest Rate . The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the one-month London Interbank Offered Rate (LIBOR) as reported on Bloomberg Financial Market’s terminal screen entitled “ Official ICE LIBOR Fixings ” as reported two (2) London business days prior to the Loan payment date and effective on the first day of the accrual period to the last day, with settlement in arrears (or, if such date is not a bank business day, on the immediately prior bank business day) (the “LIBOR Rate”), unless such rate is no longer available or published, in which case such rate shall be at a comparable index rate selected by the Lender with notice to the Borrower; provided however that in no event shall the LIBOR Rate be less than 0.00%. The Lender shall determine the Note Rate based on the foregoing, and its determination thereof shall be conclusive and binding. The interest rate change will not occur more often than each Loan payment date and will become effective without notice to Borrower.

9. Default . A default under this Note shall occur if:

(a) there is a default in payment of any installment of principal and/or interest due hereunder or any payments due pursuant to the Loan Documents; or

(b) there is a default in the performance by Borrower, any Guarantor or any grantor of a mortgage, deed of trust, or other security in connection with this Note of any of the terms, conditions or provisions contained herein other than those identified in subsection (a) above, or contained in the Loan Documents (including, but not limited to, the Events of Default set forth in the Loan Agreement), or contained in any document executed and/or delivered by Borrower, any Guarantor, or any other individual or entity affiliated with Borrower and/or any Guarantor in connection herewith, or contained in any other agreement between Borrower and/or any Guarantor and Lender or between Borrower and/or any Guarantor and any other creditor; or

(c) Borrower or any Guarantor:

(i) becomes insolvent or takes any action which constitutes an admission of inability to pay its debts as they mature;

(ii) makes an assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets;

(iii) becomes the subject of an “order for relief within the meaning of the United States Bankruptcy Code;

(iv) files a petition in bankruptcy, or for reorganization, or to effect a plan or other arrangement with creditors;

(v) is adjudged a bankrupt;

(vi) files an answer to a creditor’s petition, admitting the material allegations thereof, for an adjudication of bankruptcy or for reorganization or to effect a plan or other arrangement with creditors;

(vii) applies to a court for the appointment of a receiver or a custodian for any of its assets or proceedings;

(viii) has filed against it an involuntary petition pursuant to the United States Bankruptcy Code;

(ix) has a receiver, trustee, custodian, liquidator or like officer appointed to take custody, control or possession of any property subject to any lien, encumbrance or security interest securing payment of this Note;

(x) dies or becomes incapacitated, or is dissolved or ceases to continue its business as a going concern;

(xi) has filed against any collateral securing this Note any foreclosure or forfeiture proceedings, whether by judicial proceedings, self-help, repossession or otherwise, by any creditor of Borrower or any governmental entity;

(xii) has filed against it a judgment which is not satisfied or “bonded over” within thirty (30) days after the entry thereof; or has issued against it any attachments or garnishments or the filing of any lien which is not discharged or “bonded over” within thirty (30) days after such issuance or filing; or

(d) any representation, certification or warranty made or provided by or on behalf of Borrower or any Guarantor to induce Lender to extend credit to Borrower hereunder, made or provided in the Loan Documents or made or provided in any document delivered to Lender in conjunction with this transaction is at anytime false, misleading or inaccurate, in any material respect; or

(e) upon the occurrence of a default under any of the Loan Documents (including, but not limited to, the Events of Default set forth in the Loan Agreement), a default under any agreement executed in connection with an interest rate swap or similar transaction between Borrower and Lender, or upon the occurrence of a default under any loan, extension of credit, security agreement, purchase or sale agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the Loan Documents; or

(f) upon any merger, consolidation, reorganization or other similar transaction or event that results in any change in the corporate structure of the Borrower.

(g) a material adverse change occurs in Borrower’s or any Guarantor’s financial condition, or Lender believes the prospect of payment or performance of this Note or the Guaranty is impaired, or Lender in good faith believes itself to be insecure;

(h) Borrower or any Guarantor shall be in default under any other agreement with Lender or with any other creditor (whether in connection with the Loan or otherwise) and any required notice shall have been given and any time in which to cure the default shall have elapsed. For purposes of this Section, the term “Like-Owned Affiliates” shall mean any Affiliate of Borrower that has the same ultimate owner(s), whether directly or indirectly, as Borrower as of the date of any such default. For purposes of this Section, the term “Affiliate” shall mean any person or entity that controls, is controlled by, or is under common control with, Borrower as of the date of any such default.

If Borrower fails to pay any installment of principal and/or interest when due or fails to make any other payments when due under this Note or the Loan Documents (including, but not limited to, any payments of real estate taxes or insurance required to be paid by Borrower), or if Borrower or any Guarantor fails to perform any other obligation under this Note or the Loan Documents or if Borrower, any of its Like-Owned Affiliates or any Guarantor shall otherwise be in default under this Note or the Loan Documents, and such failure is not cured within the cure period, if any, provided in this Section, then such failure shall constitute an “Event of Default” hereunder. If any default (other than: (i) a default in payment of principal and/or interest or any other payments required to be made under this Note or the Loan Documents including, but not limited to, any payments of real estate taxes or insurance; or (ii) a default which is an Event of Default under any of the Loan Documents for which a cure period has already been provided for under the applicable document), is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, such default may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within thirty (30) days or (2) if the cure requires more than thirty (30) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter Borrower continues to diligently pursue such cure and completes all reasonable and necessary steps sufficient to cure such default as soon as reasonably practical.

Upon the occurrence of an Event of Default, the entire unpaid principal balance plus accrued interest shall immediately become due and payable.

Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin (“Default Rate Margin”) to the then applicable Note Rate. The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no occurrence of an Event of Default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

10. Waivers . Borrower waives and renounces presentment, protest, demand and notice of dishonor and any and all lack of diligence or delay in collection or endorsement hereof, and expressly consents to any extension of time, release of any party liable for this obligation, release of any security which may have been or which may hereafter be granted in connection herewith, or any other indulgence or forbearance which may be made without notice to Borrower and without in any way affecting the liability of Borrower. In all circumstances, the indebtedness due hereunder shall be repaid without relief from any valuation or appraisement laws, which Borrower hereby waives.

11. Late Payments . If any installment of principal and/or interest due under this Note or any payment required under the Loan Documents is not fully paid within ten (10) days after the due date thereof, Borrower shall pay to Lender a late charge equal to five percent (5%) of such installment or payment, to compensate Lender for the extra cost of handling delinquent payments. Neither the requirement that such late charge be paid, nor the payment of the late charge, will be deemed to be a waiver of a default arising from the late payment. In addition, Borrower will pay a fee to Lender of Thirty Dollars ($30.00) if Borrower makes a payment on this Note and the check or preauthorized charge with which Borrower pays is later dishonored.

12. Maximum Interest Rate . Nothing contained herein nor any transaction related hereto shall be construed or shall so operate either presently or prospectively: (a) to require the payment of interest at a rate greater than is now lawful in such case to contract for, but shall require payment of interest only to the extent of such lawful rate; or (b) to require the payment or the doing of any act contrary to law; but if any clause or provision herein contained shall otherwise so operate to invalidate this Note and/or the transaction related hereto, in whole or in part, then only such clause(s) and provision(s) shall be held for naught as though not contained herein (or if allowed by applicable law, limited to the extent necessary to make such clause(s) or provision(s) enforceable, but then only to the extent such limited or modified enforcement is more beneficial to Lender than having such clause(s) or provision(s) deemed struck) and the remainder of this Note shall remain operative and in full force and effect.

If for any reason interest in excess of the amount as limited in the foregoing paragraph shall have been paid hereunder, whether by reason of acceleration or otherwise, then in that event any such excess interest shall constitute and be treated as a payment of principal hereunder and shall operate to reduce such principal by the amount of such excess, or if in excess of the then principal indebtedness, such excess shall be refunded.

13. General Provisions . The terms of this Note shall be binding upon Borrower, upon Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. Whenever used, the singular shall include the plural, the plural the singular, and the use of any gender shall include all genders. The rights and remedies of Lender as provided in this Note or any document securing this Note shall be cumulative and concurrent, and may be pursued singularly, successively or together against Borrower, the property described in the Security Documents or any document securing this Note or any other security for the debt evidenced by this Note, at the discretion of Lender. If any part of this Note cannot be enforced, this fact will not affect the rest of this Note. Lender may delay or forego enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless expressly stated in writing, no party who signs this Note, whether as maker, any Guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this Loan or release any party or any Guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties agree that Lender may modify this Loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. In the event of any inconsistencies between this Note and any of the Loan Documents, any loan commitment or term sheet issued by Lender in connection with the making of this Note, or other documents executed in connection with the making of this Note, the terms of this Note shall control. Capitalized terms used and not defined herein shall have the meanings given to them in the Loan Agreement.

14. Governing Law . This Note shall be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Minnesota without regard to conflicts of laws provisions. This Note has been accepted by Lender in the State of Minnesota.

15. Attorney’s Fees . Borrower agrees that if, and as often as, this Note is placed in the hands of an attorney for collection, or to defend or enforce any of Lender’s rights hereunder or under any document securing this Note, whether or not litigation is commenced, the undersigned shall pay to Lender (subject to any limits under applicable law) Lender’s reasonable attorney’s fees, together with all court costs and other expenses incurred or paid by Lender in connection therewith.

16. CHOICE OF VENUE . BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS NOTE OR THE LOAN DOCUMENTS SHALL BE LITIGATED IN THE DISTRICT COURT OF HENNEPIN COUNTY, MINNESOTA, OR AT LENDER’S DISCRETION IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA. BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER IN SUCH COURT. BORROWER WAIVES ANY CLAIM THAT HENNEPIN COUNTY, MINNESOTA OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTA IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT, BY LENDER, OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING, BY LENDER, OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND BORROWER HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

17. WAIVER OF JURY TRIAL . LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER AGAINST THE OTHER.

18. Notices . Any notice or election required or permitted to be given or served by Lender or Borrower hereunder to the other party shall be given in accordance with the Loan Agreement.

19. Automatic Payments; Right of Setoff . Borrower hereby authorizes Lender automatically to deduct from Borrower’s account the amount of any payment due under this Note. If the funds in the account are insufficient to cover any payment, Lender shall not be obligated to advance funds to cover the payment. At any time and for any reasons, Lender may voluntarily terminate such automatic payments. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or other account). This includes all accounts Borrower holds jointly with a third party and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this Section.

20. Amended and Restated Note . This Note amends and restates in its entirety that certain Amended and Restated Revolving Credit Promissory Note dated January 30, 2013, as previously amended, made by Borrower in favor of M&I Marshall & Ilsley Bank, a Wisconsin banking corporation, predecessor in interest to Lender, and is not in payment thereof.

IN WITNESS WHEREOF, the undersigned Borrower has executed this Note as of the date first above written.

Exhibit 10.4

ACKNOWLEDGMENT OF GUARANTORS

Pursuant to the terms of certain Guaranties dated February 1, 2011 and May 8, 2013 (collectively, the “ Guaranties ”), executed by each of the undersigned in favor of BMO HARRIS BANK N.A., a national banking association, successor by merger to M&I Marshall & Ilsley Bank (the “ Bank ”), the undersigned have jointly and severally unconditionally guaranteed the prompt payment and full performance of all of the debts, liabilities and obligations of WSI INDUSTRIES, INC., a Minnesota corporation (the “ Borrower ”) to the Bank, which debts, liabilities and obligations include, without limitation, the obligations of the Borrower under (i) that certain Loan Agreement dated as of February 1, 2011, by and between the Bank and the Borrower (as previously amended, the “ Revolving Loan Agreement ”) and (ii) that certain Loan Agreement dated as of May 8, 2013, by and between the Bank and the Borrower (as previously amended, the “ Term Loan Agreement ” and, together with the Revolving Loan Agreement, the “ Loan Agreements ”). Each of the undersigned acknowledges receipt of a copy of the proposed amendments to the Loan Agreements to be dated on or about the date hereof (collectively, the “ Amendments ”). Each of the undersigned agrees and acknowledges that the Amendments shall in no way impair or limit the rights of the Bank under the Guaranties or any other Loan Document (as such term is defined in the Loan Agreements) to which either of the undersigned is a party, and confirms that by the Guaranties the undersigned continue to jointly, severally and unconditionally guarantee the prompt payment and full performance of all of the debts, liabilities and obligations of the Borrower to the Bank, including without limitation obligations under the Loan Agreements as amended pursuant to the Amendments. In addition, each of the undersigned represents that no events have taken place and no circumstances exist at the date hereof which would give the undersigned grounds to assert a defense, offset or counterclaim to the obligations of the undersigned under the Guaranties or any of the other Loan Documents to which either of the undersigned is a party and there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which the undersigned may have or claim to have against the Bank, which might arise out of or be connected with any act of commission or omission of the Bank existing or occurring on or prior to the date of the Amendments, including, without limitation, any claims, liabilities or obligations arising with respect to the Guaranties or indebtedness incurred pursuant to the Loan Agreements. In consideration of the mutual covenants and conditions set forth above and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the undersigned hereby joins in the release of rights and claims set forth in Section 10 of the Amendments. Each of the undersigned hereby confirms that the Guaranties and all other Loan Documents to which either of the undersigned is a party remain in full force and effect, enforceable against the undersigned in accordance with their terms.

This Acknowledgment shall not be construed, by implication or otherwise, as imposing any requirement that Bank notify or seek the consent of either of the undersigned relative to any past or future extension of credit, or modification, extension or other action with respect thereto, in order for any such extension of credit or modification, extension or other action with respect thereto to be subject to the Guaranties, it being expressly acknowledged and reaffirmed that each of the undersigned has under the Guaranties consented to modifications, extensions and other actions with respect thereto without any notice thereof.

Dated as of November 27, 2015.