Exhibit 10.1
AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT to Loan and Security
Agreement (this “Amendment”) is entered into this 2nd
day of August, 2007, effective July 5, 2007, by and between
Silicon Valley Bank (“Bank”) and Advanced Energy
Industries, Inc., a Delaware corporation (“Borrower”)
whose address is 1625 Sharp Point Drive, Fort Collins, CO
80525.
Recitals
A. Bank and Borrower
have entered into that certain Loan and Security Agreement dated as
of May 10, 2002, as amended (as the same may from time to time
be further 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 to (i) extend the
maturity date, and (ii) make certain other revisions to the
Loan Agreement as more fully set forth herein.
D. Bank has agreed to
so amend certain provisions of the Loan Agreement, but only to the
extent, in accordance with the terms, subject to the conditions and
in reliance upon the representations and warranties set forth
below.
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
Section 2.1.1 ( Revolving Advances ). The last
sentence of subsection (a) of Section 2.1.1 is
deleted and replaced with the following:
Notwithstanding the foregoing, the
Borrowing Base shall not be applied until the aggregate amount of
Credit Extensions outstanding is equal to or exceeds $25,000,000
for more than 30 consecutive days.
2.2
Section 2.1.3 (Cash Management Services Sublimit). The
figure “$5,000,000” in the first sentence of
Section 2.1.3 is deleted and replaced with the figure
“$10,000,000”.
1
2 . 3 Section 2.1.4 (Letters of Credit
Sublimit). The figure “$1,000,000” at the end of
the first sentence of Section 2.1.4 is deleted and
replaced with the figure “$5,000,000”.
2.4
Section 6.2 (Financial Statements, Reports, Certificates)
. Subsection (b) of Section 6.2 is deleted and
replaced with the following:
(b) Within 30 days after the
last day of each month, if the Borrowing Base is applicable under
the last sentence of Section 2.1.1(a) or if during such month
the aggregate amount of all Credit Extensions outstanding during
such month equals or exceeds $25,000,000, Borrower will deliver to
Bank a Borrowing Base Certificate signed by a Responsible Officer
in the form of Exhibit C , with aged listings of
accounts receivable and accounts payable.
And the
first sentence of subsection (d) of Section 6.2 is
deleted and replaced with the following:
At any time
that the aggregate amount of outstanding Advances, exclusive of
interest thereon, exceeds $25,000,000 and remains outstanding for
30 consecutive days, Borrower will allow Bank to conduct an initial
audit and thereafter annual audits of Borrower’s assets at
Borrower’s expense.
2.5
Section 13 ( Definiti
