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EXHIBIT 10.1
[WELLS FARGO LETTERHEAD]
May 15, 1997
Intevac, Inc.
3560 Bassett Street
Santa Clara CA 95054
Gentlemen:
This letter is to confirm the changes agreed upon between Wells Fargo
Bank, National Association ("Bank") and Intevac, Inc. ("Borrower") to the terms
and conditions of that certain letter agreement between Bank and Borrower dated
as of April 30, 1997, as amended from time to time (the "Agreement"). For
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Bank and Borrower hereby agree that the Agreement shall be amended
as follows to reflect said changes.
1. Paragraph I.1(b) shall be renumbered to Paragraph I.1(c).
2. The following is hereby added to the Agreement as new Paragraph
1.1(b):
"(b) Letter of Credit Subfeature. As a subfeature under the
Line of Credit, Bank agrees from time to time during the term thereof
to issue standby letters of credit for the account of Borrower to
finance Borrower's acquisitions of business operations (each, a "Letter
of Credit" and collectively, "Letters of Credit"); provided however,
that the form and substance of each Letter of Credit shall be subject
to approval by Bank, in its sole discretion; and provided further, that
the aggregate undrawn amount of all outstanding Letters of Credit shall
not at any time exceed Ten Million Dollars ($10,000,000.00). No Letter
of Credit shall have an expiration date subsequent to the maturity date
of the Line of Credit. The undrawn amount of all Letters of Credit
shall be reserved under the Line of Credit and shall not be available
for borrowings thereunder. Each Letter of Credit shall be
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Intevac, Inc.
May 15, 1997
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subject to the additional terms and conditions of the Letter of Credit
Agreement and related documents, if any, required by Bank in connection
with the issuance thereof. Each draft paid by Bank under a Letter of
Credit shall be deemed an advance under the Line of Credit and shall be
repaid by Borrower in accordance with the terms and conditions of this
letter applicable to such advances; provided however, that if advances
under the Line of Credit are not available, for any reason, at the time
any draft is paid by Bank, then Borrower shall immediately pay to Bank
the full amount of such draft, together with interest thereon from the
date such amount is paid by Bank to the date such amount is fully
repaid by Borrower, at the rate of interest applicable to advances
under the Line of Credit. In such event Borrower agrees that Bank, in
its sole discretion, may debit any demand deposit account maintained by
Borrower with Bank for the amount of any such draft."
3. The following is hereby added to the Agreement as Paragraph II.4:
"4. Letter of Credit Fees. Borrower shall pay to Bank fees
upon the issuance of each Letter of Credit, upon the payment or
negotiation by Bank of each draft under any Letter of Credit and upon
the occurrence of any other activity with respect to any Letter of
Credit (including without limitation, the transfer, amendment or
cancellation of any Letter of Credit) determined in accordance with
Bank's standard fees and charges then in effect for such activity."
4. Except as specifically provided herein, all terms and conditions of
the Agreement remain in full force and effect, without waiver or modification.
All terms defined in the Agreement shall have the same meaning when used herein.
This letter and the Agreement shall be read together, as one document.
5. Borrower hereby remakes all representations and warranties contained
in the Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of Borrower's acknowledgment set forth below there
exists no default or defined event of default under the Agreement or any
promissory note or other contract, instrument or document executed in connection
therewith, nor any condition, act or event
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May 15, 1997
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which with the giving of notice or the passage of time or both would constitute
such a default or defined event of default.
Your acknowledgment of this letter shall constitute acceptance of the
foregoing terms and conditions.
Sincerely,
WELLS FARGO BANK,
NATIONAL ASSOCIATION
By:
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John Adams
Vice President
Acknowledged and accepted as of 5-27-97:
INTEVAC, INC.
By: /s/ CHARLES B. EDDY III
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Charles B. Eddy III
Chief Financial Officer