Exhibit 10.1
AMENDMENT NO. 2 TO LOAN
AGREEMENT
This Amendment
No. 2 to Loan Agreement (this " Amendment "), is made and
entered into as of September 30, 2009 between BANK OF AMERICA,
N.A. , a national banking association (" Bank ") and
KEY TECHNOLOGY, INC., an Oregon corporation ("
Borrower ").
W I T N E S S E T H:
WHEREAS,
pursuant to a Loan Agreement dated as of December 10, 2008, Bank
agreed to make credit facilities in the aggregate principal sum of
$16,400,000.00 available to Borrower (the " Loan
").
WHEREAS, the
Loan Agreement was amended by Amendment No. 1 to Loan Agreement
dated February 16, 2009. The Loan Agreement, the First
Amendment and this Amendment are hereinafter collectively referred
to as “Loan Agreement.”
NOW, THEREFORE,
the parties hereto mutually agree to modify the Loan Agreement as
hereinafter provided, and do hereby covenant and agree as
follows:
1.
Definitions . Capitalized terms used but
not defined in this Amendment shall have the meaning given to them
in the Loan Agreement.
2.
Amendments . The Loan Agreement is hereby
amended as follows:
2.1 Subparagraph
1.1(a) of the Loan Agreement is hereby amended to read in its
entirety as follows:
“ Line of
Credit Amount .
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"During the
availability period described below, the Bank will provide a line
of credit to the Borrower. The amount of the line of
credit (the "Facility No. 1 Commitment") is hereby increased from
$10,000,000.00 to $15,000,000.00. Each and every
reference in the Loan Documents to the amount of this line of
credit and/or the Facility No. 1 Commitment shall be deemed to mean
$15,000,000.00."
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2.2 Paragraph
1.2 of the Loan Agreement is hereby amended to read in its entirety
as follows:
The line of
credit is available between the date of this Amendment and
September 30, 2011, or such earlier date as the availability may
terminate as provided in this Agreement (the "Facility No. 1
Expiration Date").”
2.3 Subparagraph
1.4(a) of the Loan Agreement is hereby amended to read in its
entirety as follows:
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“The
interest rate is a rate per year equal to the Bank's Prime Rate
plus zero (0%) percentage points.”
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2.4 The
last sentence of Subparagraph 1.5(a) of the Loan Agreement is
hereby amended to read in its entirety as follows:
“The
interest rate is a rate per year equal to the BBA LIBOR Rate
(Adjusted Periodically) plus one and three-quarters (1.75%)
percentage points.”
2.5 Subparagraph
3.1(c) of the Loan Agreement is hereby amended to read in its
entirety as follows:
“(c)
Unused Commitment Fee . The Borrower agrees
to pay a fee on any difference between the Facility No. 1
Commitment and the amount of credit it actually uses, determined by
the average of the daily amount of credit outstanding during the
specified period. The fee will be calculated at
one-quarter of one (0.25%) percent per year. This fee is
due on the final day of the availability period.”
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The following
Subparagraph 3.1(h) is hereby added to the Loan
Agreement:
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“(h)
Annual Facility No. 1 Increase and Renewal Fee
. Borrower agree
