Exhibit 10.1
FIRST LOAN MODIFICATION
AGREEMENT
This First Loan Modification
Agreement (this “Loan Modification Agreement’) is
entered into as of June 30, 2004, by and between SILICON
VALLEY BANK , a California-chartered bank, with its principal
place of business at 3003 Tasman Drive, Santa Clara,
California 95054 and with a loan production office located at One
Newton Executive Park, Suite 200, 2221 Washington Street,
Newton, Massachusetts 02462, doing business under the name
“Silicon Valley East” (“Bank”) and
AMERICAN SCIENCE AND ENGINEERING, INC, a Massachusetts
corporation with its chief executive office located at 829
Middlesex Turnpike, Billerica, Massachusetts 01821
(“Borrower”).
1.
DESCRIPTION OF
EXISTING INDEBTEDNESS AND OBLIGATIONS . Among other indebtedness
and obligations which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to a loan arrangement dated as of
August 11, 2003, evidenced by, among other documents, a
certain Loan and Security Agreement dated as of August 11,
2003, between Borrower and Bank (as amended, the “Loan
Agreement”). Capitalized terms used but not otherwise
defined herein shall have the same meaning as in the Loan
Agreement.
2.
DESCRIPTION OF
COLLATERAL .
Repayment
of the Obligations is secured by the Collateral as described in the
Loan Agreement (together with any other collateral security granted
to Bank, the “Security Documents”).
Hereinafter, the Security Documents, together
with all other documents evidencing or securing the Obligations
shall be referred to as the “Existing Loan
Documents”.
3.
DESCRIPTION OF
CHANGE IN TERMS .
A.
Modifications to
Loan Agreement.
1
The Loan
Agreement shall be amended by deleting the following, appearing in
Section 13.1 of the definition of “Eligible
Accounts”:
“(f) Accounts for which
the account debtor is a federal, state or local government entity
or any department, agency, or instrumentality thereof except for
Accounts of the United States if the payee has assigned its payment
rights to Bank and the assignment has been acknowledged under the
Assignment of Claims Act of 1940 (31 U.S.C.
3727);”
and inserting in lieu thereof the
following:
“(f) Accounts for which
the account debtor is a federal, state or local government entity
or any department, agency or instrumentality thereof except for
Accounts of the United States if the payee has assigned its payment
rights to Bank and the assignment has been acknowledged under the
Assignment of Claims Act of 1940 (31 U.S.C. 3727) (with the
exception of such Accounts approved by the Bank, on a case by a
case basis, in its sole and absolute discretion);”
2
The Loan
Agreement shall be amended by deleting Section 6.7(b) in
its entirety and the following shall be inserted in lieu
thereof:
“(b)
Minimum EBIT . The Borrower shall maintain, on a
quarterly basis: (i) (A) a net loss of no greater than Six
Hundred Thousand Dollars ($600,000.00) for Borrower’s fiscal
quarter beginning June 30, 2004, and for each quarter
thereafter; and (ii) a cumulative net loss for each twelve(12)
month period beginning June 30, 2004, of no greater than One
Million Two Hundred Thousand Dollars
($1,200,000.00).”
