EXHIBIT 10.1
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement
is entered into July 6, 2005, effective as of July 7,
2005, by and between SILICON VALLEY BANK (“Bank”),
whose address is 3003 Tasman Drive, Santa Clara, California 95054
with a loan production office at 4410 Arapahoe Avenue,
Suite 200, Boulder, CO 80303 and ADVANCED ENERGY INDUSTRIES,
INC. (“Borrower”), whose address is 1625 Sharp Point
Drive, Fort Collins, CO 80525.
1. DESCRIPTION OF EXISTING
AGREEMENT. Among other Obligations, which may be owing by
Borrower to Bank, Borrower is or may become indebted to Bank
pursuant to, among other documents, a Loan and Security Agreement
dated May 10, 2002, as it may be amended from time to time
(the “Loan Agreement”). The Loan Agreement provides
for, among other things, a Committed Revolving Line in the original
principal amount of Twenty-Five Million and No/100 Dollars
($25,000,000.00). Defined terms used but not otherwise defined
herein shall have the same meanings as set forth in the Loan
Agreement.
Hereinafter, all indebtedness
owing by Borrower to Bank shall be referred to as the
“Obligations.”
2. DESCRIPTION OF
COLLATERAL . Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement.
Hereinafter, the above-described
security documents, together with all other documents securing
repayment of the Obligations shall be referred to as 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. Bank hereby agrees to modify the Loan Agreement as
follows:
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A.
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Modifications to Loan
Agreement .
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1.
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Subsection (b) of
Section 2.5 entitled “Fees” is amended to read as
follows:
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(b)
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Non-usage Fee. No later than the
15 th calendar day following the end of
each calendar quarter, Borrower shall pay to Bank a non-usage fee
equal to Three-Eighths of One Percent (0.375%) per annum of the
difference between the Committed Revolving Line and the average
daily outstanding balance during the prior calendar
quarter.
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2.
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Subsection (d) of
Section 6.2 entitled “Financial Statements, Reports,
Certificates” is hereby amended to read as
follows:
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(d)
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At
any time that the aggregate amount of outstanding Advances,
exclusive of interest thereon, exceeds $10,000,000 and remains
outstanding for 30 consecutive days, Borrower will allow Bank to
conduct an initial audit and thereafter annual audits of
Borrower’s Collateral at Borrower’s expense. Such
audits will be conducted no more often than once every year after
the initial audit, unless an Event of Default has occurred and is
continuing.
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3.
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Section 6.7 entitled
“Financial Covenants” is amended to read as
follows:
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Borrower will maintain on a
consolidated basis as of the last day of each fiscal quarter of
Borrower unless otherwise noted:
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