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EXHIBIT 10.1
[LOGO]
SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054-1191 408/654-7400
Charlie Eddy February 19, 1997
Intevac, Inc.
3550 Bassett Dr.
Santa Clara, CA 95054-2758
Re: Loan from Silicon Valley Bank
Dear Charlie:
This letter is written in connection with that certain Loan and
Security Agreement between Silicon Valley Bank and Bank of Hawaii (jointly,
"Bank") and Intevac, Inc. ("Borrower"), dated September 3, 1996, and related
loan documents (as amended from time to time, collectively, the "Loan
Agreement"). Borrower has informed Bank of its intent to incur certain
indebtedness evidenced by the 6.5% Convertible Subordinated Notes due 2004
issued by Borrower under that certain Indenture dated as of February 25, 1997
executed between Borrower and State Street Bank and Trust Company of
California, N.A., as trustee (the "Indenture Transaction"). Borrower has
requested that Bank (1) consent to the Indenture and related transaction and
(2) confirm that all indebtedness incurred pursuant to the Indenture shall be
deemed "Subordinated Debt" for the purposes of the Loan Agreement.
Bank hereby grants consent to the Indenture and related transactions
and confirms that all indebtedness incurred in connection with the Indenture
shall be deemed "Subordinated Debt" for the purposes of the Loan Agreement,
subject to Borrower's agreement to deliver concurrently to Bank copies of any
notices of redemption delivered to the holders pursuant to Section 3.03 of the
Indenture in connection with any optional redemptions to be made pursuant to
Section 3.07 of the Indenture.
By signing below and returning a copy of this letter to Bank, Borrower
acknowledges that the Loan Agreement is hereby modified in accordance with the
provisions set forth above. Borrower further understands and agrees that in
modifying the Loan Agreement, Bank is relying upon Borrower's representations,
warranties, and agreements, as set forth in the Loan Agreement. Except as
expressly modified pursuant to this letter, the terms of the Loan Agreement
remain unchanged and in full force and effect. Bank's agreement to modify the
Loan Agreement in accordance with the provisions set forth in this letter in no
way shall obligate Bank to make any future modifications to the Loan Agreement
or to consent to any future indebtedness of Borrower not otherwise in
accordance with the terms of the Loan Agreement. Nothing in this letter shall
constitute a satisfaction of the Borrower's indebtedness to Bank. It is the
intention of Bank and Borrower to retain as liable parties all makers and
endorsers of the Loan Agreement, unless the party is expressly released by in
writing. No maker
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Intevac, Inc.
February 19, 1997
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or endorser will be released by virtue of this letter. The terms of this
paragraph apply not only to this letter, but also to all subsequent loan
modification agreements.
This letter may be executed and countersigned in one or more
counterparts which together shall constitute one document. Each such
counterpart shall be deemed to be an original when so executed and delivered
to the other party to this letter.
The provisions of this letter shall not be deemed effective until such
time as Borrower shall have returned two (2) countersigned copies to Silicon
Valley Bank.
Very truly yours,
SILICON VALLEY BANK BANK OF HAWAII
By: [SIG] By: [SIG]
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Its Senior Vice President Its Officer
By executing below, the undersigned acknowledges and confirms the effectiveness
of this letter to amend the Loan Agreement.
INTEVAC, INC.
By: [SIG]
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Its Chief Financial Officer
Dated: March 5, 1997