Exhibit 10.2
SECOND LOAN MODIFICATION
AGREEMENT
(DOMESTIC LINE)
This Second Loan Modification
Agreement (this “Loan Modification Agreement’) is
entered into as of November 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 by a certain First Loan Modification Agreement
dated as of June 30, 2004, 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 definition
appearing in Section 13.1 thereof:
“ Prime Rate ” is
the greater of (i) 4.00% or (ii) Bank’s most
recently announced “prime rate,” even if it is not
Bank’s lowest rate.
and inserting in lieu thereof the
following:
“ Prime Rate ” is
Bank’s most recently announced “prime rate,” even
if it is not Bank’s lowest rate.
2.
The Loan
Agreement shall be amended by deleting the following definition
appearing in Section 13.1 thereof
“ Revolving Maturity
Date ” is November 30, 2004.
and inserting in lieu thereof the
following:
“ Revolving Maturity
Date ” is November 29, 2006.
4.
FEES . A fully earned, non-refundable facility
fee of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00)is
earned as of the date hereof and shall be payable as follows:
(i) Eighteen Thousand Seven Hundred Fifty
