EXHIBIT 10.1
AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT to Loan and Security Agreement (this "Amendment") is
entered into this 14th day of August 2007, by and between Silicon Valley Bank
("Bank") and Adept Technology, Inc., a Delaware corporation ("Borrower") whose
address is 0000 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000.
RECITALS
A. Bank and Borrower have entered into that certain Loan and Security
Agreement dated as of April 22, 2004 (as the same may from time to time be
amended, modified, supplemented or restated, the "Loan Agreement").
B. Bank has extended credit to Borrower for the purposes permitted in
the Loan Agreement.
C. Borrower has requested that Bank amend the Loan Agreement, as herein
set forth, and Bank has agreed to the same, but only to the extent, in
accordance with the terms, subject to the conditions and in reliance upon the
representations and warranties set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement.
2.1 Modified Maturity Date. Section 4 of the Schedule to Loan and
Security Agreement is hereby amended in its entirety to read as follows:
4. MATURITY DATE
(Section 6.1): August 13, 2008.
2.2 Representation Regarding Xxxx Industries. Borrower hereby
represents and warrants to Bank that "Xxxx Industries, Inc." with an address at
Xxx 00000, Xxxxxx, Xxxxxxxx 00000 or 00000 Xxxxxxxx, Xxxxx X0X, Xxxxx Xxxxxxx,
Xxxxxxxx 00000 or any other address or location in Michigan is not the same
entity as the Xxxx Industries, Inc. that the Borrower merged with in 2001, and
that the UCC-1 Financing Statements filed in favor of H&D Corp., or any other
secured party, listing "Xxxx Industries, Inc." in Michigan as the debtor do not
represent any liens or security interests on the assets of the Borrower.
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3. Limitation of Amendments.
3.1 The amendments set forth in Section 2, above, are effective for
the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (a) be a consent to any amendment, waiver or modification
of any other term or condition of any Loan Document, or (b) otherwise prejudice
any right or remedy which Bank may now have or may have in the future under or
in connection with any Loan Document.
3.2 This Amendment shall be construed in connection with and as part
of the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein
amended, are hereby ratified and confirmed and shall remain in full force and
effect.
4. Representations and Warranties. To induce Bank to enter into this
Amendment, Borrower hereby represents and warrants to Bank as follows:
4.1 Immediately after giving effect to this Amendment (a) the
representations and warranties contained in the Loan Documents are true,
accurate and complete in all material respects as of the date hereof (except to
the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of
Default has occurred and is continuing;
4.2 Borrower has the power and authority to execute and deliver this
Amendment and to perform its obligations under the Loan Agreement, as amended by
this Amendment;
4.3 The organizational documents of Borrower delivered to Bank on or
about November 4, 2005 remain true, accurate and complete and have not been
amended, supplemented or restated and are and continue to be in full force and
effect;
4.4 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, have been duly authorized;
4.5 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not and will not contravene (a) any law or regulation
binding on or affecting Borrower, (b) any contractual restriction with a Person
binding on Borrower, (c) any order, judgment or decree of any court or other
governmental or public body or authority, or subdivision thereof, binding on
Borrower, or (d) the organizational documents of Borrower;
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4.6 The execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not require any order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or
made; and
4.7 This Amendment has been duly executed and delivered by Borrower
and is the binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting
creditors' rights.
5. Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
6. Effectiveness. This Amendment shall be deemed effective upon (a) the
due execution and delivery to Bank of this Amendment by each party hereto, (b)
Borrower's payment of an amendment fee in an amount equal to $20,000, and (c)
Bank's receipt of the Consent to Amendment and Reaffirmation of Guaranty
attached hereto, duly executed and delivered by each Guarantor (unless Bank, in
its sole discretion at any time waives in writing the receipt of any such
Consent).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
BANK BORROWER
Silicon Valley Bank Adept Technology, Inc.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxx Xxxxx Name: Xxxxxx X. Xxxxxx
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Title: Relationship Manager Title: Chief Executive Officer
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CONSENT TO AMENDMENT
AND REAFFIRMATION OF GUARANTY
Each of the undersigned acknowledges that his consent to the foregoing
Amendment to Loan and Security Agreement dated as of even date herewith (the
"Amendment") is not required, but the undersigned nevertheless does hereby
consent to the terms and conditions of the Amendment and agrees that the
Guaranty of the undersigned relating to the Obligations of Borrower shall
continue in full force and effect, shall be valid and enforceable and shall not
be impaired or otherwise affected by the execution of the Amendment or any other
document or instrument delivered in connection herewith.
Each of the undersigned represents and warrants that, after giving
effect to the Amendment, all representations and warranties of the undersigned
contained in the Guaranty are true, accurate and complete as if made the date
hereof.
GUARANTOR Adept Technology Holdings, Inc.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO & Treasurer
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Dated as of: August 22, 2007
Adept Technology Canada Company
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
----------------------------
Title: CFO & Treasurer
---------------
Dated as of: August 22, 2007
Adept Technology International Ltd.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
----------------------------
Title: CFO & Treasurer
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Dated as of: August 22, 0000
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Xxxxx Xxxxxxxxxx Xxxxxx Holding
Company
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxx
----------------------------
Title: CFO & Treasurer
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Dated as of: August 22, 2007
Adept Global Technologies
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO & Treasurer
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Dated as of: August 22, 2007
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