FIRST
AMENDMENT
TO
AMENDED AND RESTATED LOAN
AGREEMENT
THIS
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN
AGREEMENT (this
“ Amendment ”) is entered into as of the ___ day
of November, 2008, by and between FARO TECHNOLOGIES,
INC. , a Florida corporation (“ Borrower
”), and SUNTRUST BANK , a Georgia banking
corporation (“ Bank ”) for the purpose of
amending the Amended and Restated Loan Agreement dated as of July
11, 2006, between Borrower and Bank (the “ Original
Agreement ”).
W I T N E S S E T
H :
WHEREAS , Borrower has asked Bank agree to certain
modifications to the terms of the Original Agreement, and Bank is
willing to agree to modifications as set forth in this
Amendment;
NOW,
THEREFORE , in
consideration of the mutual agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby expressly acknowledged, the parties hereto hereby
agree as follows:
1.
Definitions
.
The following terms shall have the
respective meanings as follows:
“
Agreement ,” as used herein and in the Original
Agreement, shall mean the Original Agreement as amended by this
Amendment.
2.
Amendment to Section 6.05
of the Original Agreement . Section 6.05 of the Original Agreement is hereby
amended to read in its entirety as follows:
Section
6.05
Dividends
.
Except with respect to Dividends
payable to Borrower, declare or pay any Dividends; or purchase,
redeem, retire, or otherwise acquire for value any of its
capital
