EXHIBIT 10.3
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FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT this "First
Amendment") is dated as of May 31, 1996 and is entered into between SCIENTIFIC
TECHNOLOGIES INCORPORATED, an Oregon corporation doing business in California as
Oregon Scientific Technologies (the "Borrower"), and BANK OF THE WEST, a
California banking corporation (the "Bank").
RECITALS:
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A. Borrower and Bank have entered into that certain Loan and Security
Agreement dated November 29, 1995 4 (the "Loan Agreement") and that certain
Equipment Purchase Line Note dated December 6, 1995 (the "Equipment Purchase
Line Note");
B. Borrower and Bank intend to further amend
the Loan Agreement as provided by this First Amendment.
AMENDMENT:
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NOW, THEREFORE, Borrower and Bank hereby agree as follows:
1. This First Amendment shall modify and, to the extent inconsistent
with, amend the Loan Agreement and/or the Equipment Purchase line Note. Any
capitalized term not specifically defined herein shall have the meaning ascribed
to it in the Loan Agreement.
2. The last sentence of Section 3.1(a) of the Loan Agreement is
hereby deleted in its entirety and is replaced with the following:
For the purpose of this Agreement, "Draw Period" shall mean the period
between the date of this Loan and Security Agreement and the earlier
of: (i) May 31, 1996 or (ii) the date on which the aggregate of all
advances made pursuant to this Section 3.1 equals Five Hundred
Thousand and 00/100 Dollars ($500,000.00).
3. The last sentence of Section 3.3(c) of the Loan Agreement is
hereby deleted in its entirety and is replaced with the following:
For the purpose of this Agreement, the "Term Maturity Date" shall mean
May 31, 1996.
4. The second sentence of the first paragraph of Section 4.1 of the
Loan Agreement is hereby deleted in its entirety and is replaced with the
following:
Borrower's right to obtain advances under Section 2.1 and to enter
into foreign exchange contracts under the FX Facility provided by
Section 14.1 shall remain in full force and effect until May 31, 1996,
and shall continue on a month-to-month basis thereafter until
terminated by either party on thirty (30) days prior written notice to
the other.
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5. Section 10.11 of the Loan Agreement is hereby deleted in its
entirety and is replaced with the following:
10.11 FINANCIAL STATEMENTS. Borrower agrees to deliver to Bank the
following reports, statements, certificates, or other materials, which
materials will be in a form acceptable to Bank and will be delivered
within the time periods specified in this section 10.11: within forty-
five (45) days after the end of each of Borrower's fiscal quarters, a
balance sheet, and a profit and loss statement, which financial
information shall cover Borrower's operations during such period;
within ninety (90) days after the end of each of Borrower's fiscal
years, a statement of the financial condition of Borrower for each
such fiscal year (including, but not limited to, a long-form balance
sheet and profit and loss statement, audited by certified public
accountants acceptable to Bank); upon Bank's request, a statement of
all accounts receivable and accounts payable as of the end of the
immediately preceding fiscal quarter; and any other report requested
by Bank relating to the Collateral and the financial condition of
Borrower. If Borrower is required hereunder to deliver fiscal year-end
statements of Borrower's financial condition which are prepared on an
audited basis by independent certified public accountants, then,
contemporaneously therewith, Borrower shall also deliver to Bank an
unqualified opinion thereon by said accountants. Borrower shall comply
with any request and shall treat and written request as a continuing
obligation until expressly modified or terminated in writing.
6. The last sentence of the fifth paragraph of the Equipment
Purchase Line Note is hereby deleted in its entirety and is replaced with the
following:
For the purpose of this Note, the "Term Maturity Date" shall mean May
31, 1996.
7. Concurrently with the execution of this First Amendment, Borrower
shall pay to Bank a fee in an annual amount equal to Six Thousand Five Hundred
Dollars ($6,500.00), which fee shall represent an unconditional and
nonrefundable payment to Bank in consideration of Bank's agreement to enter into
this First Amendment.
8. Bank's duties to extend and renew the Obligations and to make
advances in accordance with this First Amendment shall be subject to (i) there
being no outstanding and uncured details under the Loan Agreement and (ii) the
satisfaction of each of the conditions precedent set forth in Article 6 of the
Loan Agreement, each of which is incorporated herein by this reference.
9. Except as amended by this First Amendment, all of the terms and
conditions of the Loan Agreement (and each and every document or instrument
executed and delivered in connection therewith) is and shall remain in full
force and effect.
10. Borrower hereby ratifies, reaffirms, and remakes as of the date
hereof each and every representation and warranty contained in the Loan
Agreement or in any document incident thereto connected therewith as amended by
this First Amendment.
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IN WITNESS WHEREOF, Borrower has executed and delivered this First
Amendment to Bank on the date first above written at Walnut Creek, California.
"BORROWER"
SCIENTIFIC TECHNOLOGIES INCORPORATED,
an Oregon corporation doing business in California as
Oregon Scientific Technologies
By: s/l Xxxxxx X. Xxxxxxx
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Its: President & CEO
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IN WITNESS WHEREOF, Bank hereby accepts this First Amendment to be
effective as of the date first above written in Walnut Creek, California.
"BANK"
BANK OF THE WEST,
a California banking corporation
By: s/l X. X. Xxxxxx
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Its: Vice President
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