June 1, 1998
Xx. Xxxxxx X. XxXxxxx
Vice President & CFO
Invision Technologies, Inc.
0000 Xxxxxxx Xxxx.
Newark, CA 94560
RE: Invision Technologies Stock Repurchase Program
Dear Xxxx:
This letter is written in connection with that certain a Loan and Security
Agreement between Silicon Valley Bank (the "Bank") and Invision Technologies
Inc. ("Borrower"), dated as of February 20, 1997, and other related loan
documents (as amended from time to time, collectively, the "Credit Agreement").
Borrower has notified Bank of its intention to repurchase up to $3,000,000 worth
of its common stock before September 30, 1998 (the "Transaction"). Borrower has
requested that Bank approve the Transaction, the consummation of the which might
otherwise constitute a default under the Negative Covenants section of the
Credit Agreement.
This letter will serve as Bank's consent to the Transaction. Bank's consent
to the Transaction (1) in no way shall be deemed an agreement by the Bank to
waive the above-described covenants other than the defaults that may occur by
virtue of the Transaction, (2) shall not limit or impair the Bank's right to
demand strict performance of the covenants set forth in the Credit Agreement
following consummation of the Transaction and (3) shall not limit or impair the
Bank's right to demand strict performance of all other covenants set forth in
the Credit Agreement, at all times.
By signing below and returning a copy of this letter to Bank, Xxxxxxxx
acknowledges that the Credit Agreement is hereby modified in accordance with the
provisions set forth above. Xxxxxxxx further understands and agrees that in
modifying the Credit Agreement, Bank is relying upon Xxxxxxxx's representations,
warranties, and agreements, as set forth in the Credit Agreement. Except as
expressly modified pursuant to this letter, the terms of the Credit Agreement
shall remain unchanged and in full force and effect. Bank's agreement to modify
the Credit Agreement in accordance with the provisions set forth in this letter
in no way shall obligate Bank to make any future waivers or modifications to
the Credit Agreement. Nothing in this letter shall constitute a satisfaction of
the Borrower's indebtedness to Bank. It is the intention of Bank and Borrower
to retain as liable parties all makers and endorsers of the Credit Agreement,
unless the party is expressly released by in writing. No maker, endorser or
guarantor will be released by virtue of this letter. The terms of this
paragraph apply not only to this letter, but also to all subsequent loan
modification agreements.
Very truly yours,
/s/ D. Xxxxxx Xxxxxxx
X. Xxxxxx Xxxxxxx, Vice President
SILICON VALLEY BANK
Xx. Xxxxxx X. XxXxxxx
Invision Technologies, Inc.
June 1, 1998
Page 2
Accepted:
By executing below, the undersigned acknowledges and confirms the effectiveness
of this letter to consent to the Transaction.
By: /s/ Xxxxxx X. XxXxxxx
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Its: Chief Financial Officer
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Dated: June 8, 1998
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