Exhibit 10.3
THIRD AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT this "First
Amendment") is dated as of May 31, 1997 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:
A. Borrower and Bank have entered into that certain Loan and
Security Agreement dated November 29, 1994 as amended by that certain First
Amendment to the Loan and Security Agreement dated as of May 31, 1995 and
that certain Second Amendment to the Loan and Security Agreement dated as
of May 31, 1996 (collectively, the "Loan Agreement") and that certain
Equipment Purchase Line Note dated December 6, 1994 (the "Equipment
Purchase Line Note");
B. Borrower and Bank intend to further amend the Loan Agreement as
provided by this First Amendment.
AMENDMENT:
NOW, THEREFORE, Borrower and Bank hereby agree as follows:
1. This Third 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, 1998 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(b) of the Loan Agreement is
hereby deleted in its entirety and is replaced with the following:
For the purpose of this Agreement, the "Interim Maturity Date" shall
mean May 31, 1998.
4. 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, 1998.
5. 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,
1998, 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.
6. The last sentence of the fourth 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 "Interim Maturity Date" shall mean
May 31, 1998.
7. 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, 1998.
8. Concurrently with the execution of this Third 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.
9. Bank's duties to extend and renew the Obligations and to make
advances in accordance with this Third Amendment shall be subject to (i)
there being no outstanding and uncured details under the Loan Agreement,
the Equipment Purchase Line or any other obligation owing by borrower to
Bank 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.
10. Except as amended by this Third 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.
11. Except as amended by this Third Amendment, Borrower hereby
ratifies, reaffirms, and remakes as of the date hereof each and every
representation and warranty contained in the Loan Agreement, the Equipment
Purchase Line Note, or in any document executed and delivered in connection
therewith.
IN WITNESS WHEREOF, Borrower has executed and delivered this Third
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
Its: President & CEO
IN WITNESS WHEREOF, Bank hereby accepts this Third 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
Its: Vice President
