EXHIBIT 10.14
SELLER NOTE MODIFICATION AGREEMENT
BETWEEN:
MAKER: Accent Optical Technologies, Inc. (formerly Accent Semiconductor
Technologies, Inc.)
And
PAYEE: Bio-Rad Laboratories, Inc.
And
BANK: Comerica Bank-California
SELLER NOTE:
That certain Seller Note of Maker in favor of Payee in the original principal
amount of $8,000,000 dated July 31, 2000.
RECITALS
a. Payee is the holder of the Seller Note.
b. Bank is providing up to $7,500,000 in credit facilities to
Payee pursuant to a Loan and Security Agreement dated December
18, 2002 between Maker, AOTI Operating Company, Inc. and Bank
("Comerica Debt").
c. A portion of the Comerica Debt will be used to pay off the
debt of Payee to Fleet National Bank, which debt was
"Designated Senior Debt" as defined under the terms of the
Seller Note.
d. The payment obligations and security interests (if any) under
the Seller Note are subordinated to Designated Senior Debt and
Designated Senior Debt enjoys certain other protections for
payment under the terms of the Seller Note.
e. Because the Comerica Debt is less than $25,000,000, it cannot
be designated as Designated Senior Debt under the current
provisions of the Seller Note.
f. The parties hereto desire to amend the Seller Note to allow
for the designation of the Comerica Debt as Senior Debt and
Designated Senior Debt as those terms are defined in the
Seller Note.
g. The Bank would be unwilling to provide the Comerica Debt
without this amendment, and Payee acknowledges that the
Comerica Debt is beneficial to Maker and thus indirectly
benefits Payee.
AGREEMENT
Maker, Payee and Bank agree as follows:
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1. The Comerica Debt (specifically the "Obligations", as that
term is defined in the Loan and Security Agreement referred to
above) is hereby designated as Senior Debt and Designated
Senior Debt under the Seller Note.
2. Maker and Payee will not further amend, modify or alter the
terms of the Seller Note without the consent of Bank, which
consent will not be unreasonably withheld as to matters not
affecting the subordination of the Seller Note to the Comerica
Debt.
3. Except as specifically addressed in this Seller Note
Modification Agreement, all other terms and conditions of the
Seller Note remain in full force and effect.
4. This Seller Note Modification Agreement may be executed in two
or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and
the same instrument.
5. Each of the parties hereto agrees to execute all such further
instruments and documents and to take all such further action
as the other parties may reasonably require in order to
effectuate the terms and purposes of this agreement.
Effective as of the 18th day of December, 2002.
MAKER: PAYEE:
Accent Optical Technologies, Inc. Bio-Rad Laboratories, Inc.
By: /s/ By: /s/
------------------------------ -------------------------------
Its: President Its: Vice President and General Counsel
BANK:
Comerica Bank-California
By: /s/
------------------------------
Its: Vice President
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