THIRD AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
(this “ Third Amendment ”) is entered into as of
the 18th day of June, 2009 (the “ Third Amendment Date
”), 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, amended by
the First Amendment to Amended and Restated Loan Agreement dated as
of November 21, 2008 and the Second Amendment to Amended and
Restated Loan Agreement dated as of April 14, 2009 (such Amended
and Restated Loan Agreement as so amended being referred to herein
as the “ Original Agreement ”). Unless otherwise
defined in this Third Amendment, all defined terms used in this
Third Amendment shall have the meanings ascribed to such terms in
the Original Agreement.
W I T N E S S E T H :
WHEREAS , Borrower and Bank desire to agree to certain
modifications to the terms of the Original Agreement as set forth
in this Third 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.
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(a)
Added Definitions
. The following new defined terms are hereby added to Section 1.01
of the Original Agreement.
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“Minimum Net Cash ” shall mean, at any date of
calculation, the total cash and short-term investments of the
Borrower and the its Subsidiaries (including both Domestic
Subsidiaries and Foreign Subsidiaries) less Senior Funded
Debt.
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(b)
Changed Definitions . The definitions of the following terms
heretofore defined in the Original Agreement are hereby amended to
read in their entirety as follows:
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“
Agreement ”shall mean the Amended and Restated Loan
Agreement dated as of July 11, 2006, between Borrower and Bank, as
amended by the First Amendment to Amended and Restated Loan
Agreement dated as of November 21, 2008, the Second Amendment to
Amended and Restated Loan Agreement dated as of April 14, 2009, and
the Third Amendment to Amended and Restated Loan Agreement dated as
of June 18, 2009.
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2.
Amendment to Section 5.13(a) of the Original Agreement
. Section 5.13(a) of the Original Agreement is
hereby amended to read in its entirety as follows:
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(a)
Minimum Net Cash . Borrower shall maintain Minimum Net Cash
of $25,000,000, measured at the end of each of Borrower’s
fiscal quarters.
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3.
Representations and Reaffirmations of
Borrower.
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(a)
Representations and Warranties .
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(i)
Borrower represents
