EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Exhibit 10.3
EIGHTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "EIGHTH Amendment") is dated as of June 28, 2001 and is entered into between Scientific Technologies Incorporated Which Will Do Business in California as Oregon Scientific Technologies, an Oregon corporation (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, that certain First Amendment to Loan and Security Agreement dated as of May 31, 1995, that certain Second Amendment to Loan and Security Agreement dated as of May 31, 1996, that certain Third Amendment to Loan and Security Agreement dated as of May 31, 1997, that certain Fourth Amendment to Loan and Security Agreement dated as of June 9, 1998 and that certain Fifth Amendment to Loan and Security Agreement dated as of June 30, 1999, and that certain Sixth Amendment to Loan and Security Agreement dated as of June 30, 2000, and that certain Seventh Amendment to Loan and Security Agreement dated as of October 6, 2000 (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 and/or the Equipment Purchase Line Note as provided by this Eighth Amendment.
AMENDMENT:
NOW, THEREFORE, Borrower and Bank hereby agree as follows:
- Definitions. This Eighth Amendment shall modify and, to the extent inconsistent with, amend the Loan Agreement. Any capitalized term not specifically defined herein shall have the meaning assigned to it in the loan Agreement.
- Draw Period Amendment. 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) June 30, 2002 or (ii) the date on which the aggregate of all advances made pursuant to this Section 3.1 equals One Million and 00/100 Dollars ($1,000,000.00).
3. Credit Facility Term Amendment. 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 June 30, 2001, 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.
4. Conditions Precedent. Bank's duties to extend and renew the Obligations and to make Advances in accordance with this Eighth Amendment shall be subject to (I) there being no outstanding and uncured defaults under the Loan Agreement, the Equipment Purchase Line Note or any other obligation owing by Borrower to Bank; (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; and (iii) the payment to Bank of a fee in the amount of Seven Thousand Five Hundred Dollars ($7,500), which fee shall represent an unconditional and non-refundable payment to Bank in consideration of Bank's agreement to enter into this Eighth Amendment : and (iv) the execution and delivery of this Eighth Amendment and such other documents as Bank may request.
5. Ratification of Warranties and Representations. Except as amended by this Eighth 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.
6. Continued Force and Effect. Except as amended by this Eighth 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.
IN WITNESS WHEREOF, Borrower has executed and delivered this Eighth Amendment to Bank on the date first above written at Walnut Creek, California.
"BORROWER"
SCIENTIFIC TECHNOLOGIES INCORPORATED WHICH WILL DO BUSINESS IN CALIFORNIA AS OREGON SCIENTIFIC TECHNOLOGIES, an Oregon corporation
By: /s/Xxxxxx X. Xxxxxxx
Its: President and Chief Executive Officer
IN WITNESS WHEREOF, Bank hereby accepts this Eighth 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/Xxxxxxx X. Xxxxxx
Its: Vice President