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EXHIBIT 10.18
FIRST AMENDMENT TO
REVOLVING CREDIT AND LOAN AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT ("First
Amendment") is dated as of October 12, 1995 and is among MEDAR, INC., a
Michigan corporation (the "Company"), AUTOMATIC INSPECTION DEVICES, INC., an
Ohio corporation ("AID") and INTEGRAL VISION LTD., a corporation established
under the laws of the United Kingdom ("Integral"), as Borrowers, and NBD Bank,
a Michigan banking corporation ("NBD"). This First Amendment amends the
Revolving Credit and Loan Agreement dated as of August 10, 1995 (the "Loan
Agreement"), among the Company, AID, Integral and NBD. The Company, AID and
Integral are collectively referred to as the "Borrowers" and individually as a
"Borrower". Capitalized terms not otherwise defined in this First Amendment
shall have the meanings given to them in the Loan Agreement.
WHEREAS, the Borrowers have requested that NBD increase the Commitment
from $8,000,000 to $10,000,000.
WHEREAS, NBD is willing to increase its Commitment on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
1. Increased Loan Facility. The following definition contained
in Section 1.1 of the Loan Agreement are hereby amended effective October 12,
1995 to read as follows:
"Commitment" means the commitment of NBD to make Revolving Loans
pursuant to Section 2.1 in the amount of $10,000,000, as such amount
may be reduced from time to time pursuant to Section 2.2.
2. New Note. Borrowers will deliver to NBD simultaneously with
this First Amendment a new promissory note, substantially in the form of
Exhibit 2.1 (2nd) to this First Amendment, and all references to the "Revolving
Note" will hereafter refer to such new note.
3. Activation. As of October 12, 1995, the Activated Amount is
increased by $2,000,000.
4. Reaffirmation of Loan Agreement; Conflicts. The parties
hereto acknowledge and agree that the terms and provisions of this First
Amendment, amend, add to and constitute a part of the Loan Agreement. Except
as expressly modified and amended by the terms of this First Amendment, all of
the other terms and conditions of the Loan Agreement and all of the documents
executed in connection therewith or referred or incorporated therein, remain in
full force and effect and are hereby ratified, confirmed and approved. If
there is an express conflict between the terms of this First Amendment and the
terms of the Loan Agreement, or any of the
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other agreements or documents executed in connection therewith are referred to
or incorporated therein, the terms of this First Amendment shall govern and
control. Any reference in any other document or agreement to the Loan
Agreement shall hereafter refer to the Loan Agreement as amended by this First
Amendment.
5. Representations True. The representations and warranties of
the Borrowers contained in the Loan Agreement are true on the date hereof and
there does not exist any Default or Event of Default under the Loan Agreement.
6. Expenses. Borrowers acknowledge and agree that the Borrowers
will pay all attorneys' fees and out-of-pocket costs of NBD in connection with
or with respect to this First Amendment.
IN WITNESS WHEREOF, the Borrowers and NBD have executed the foregoing
document by their duly authorized officers as of the day and year first written
above.
NBD BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Vice President
and
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Its: Loan Officer
MEDAR, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: President
AUTOMATIC INSPECTION DEVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: President
(Signatures continue on next page)
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INTEGRAL VISION LTD.
By: /s/ ▇▇▇▇▇▇▇ Current
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▇▇▇▇▇▇▇ Current
Its: Secretary
REAFFIRMATION OF GUARANTY
The undersigned, Medar Canada Ltd., hereby acknowledges the terms of
this First Amendment to Revolving Credit and Loan Agreement and hereby
reaffirms each and every term of its Guarantee and Postponement of Claim dated
August 10, 1995, given in favor of NBD Bank with respect to the obligations of
Medar, Inc., Automatic Inspection Devices, Inc. and Integral Vision Ltd.
MEDAR CANADA LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: President
