**Exhibit 10(d)(x)**

 

**AMENDMENT NO. 4 TO REVOLVING LOAN ANDSECURITY AGREEMENT**

 

Amendment No.4 ("Amendment") dated as of May 31, 2003 to Revolving Loan andSecurity Agreement dated as of November 30, 2000 between AMERICAN SCIENCEADN ENGINEERING, INC., a Massachusetts corporation ("Borrower") andHSBC BANK USA, a bank organized under the laws of the State of New York("Bank").

 

**WITNESSETH:**

 

WHEREAS,Borrower has heretofore entered into financing arrangements with Bank pursuantto the terms and conditions of a Revolving Loan and Security Agreement dated asof November 30, 2000 between Bank and Borrower as amended by an AmendmentNo. 1 to Revolving Loan and Security Agreement dated as of February 14,2002 between Bank and Borrower, as Amendment No. 2 to Revolving Loan andSecurity Agreement dated November 27, 2002 between Bank and Borrower andan Amendment No. 3 to Revolving Loan and Security Agreement datedFebruary 28, 2003 between Bank and Borrower (collectively, the"Credit Agreement") and the Financing Agreements (as defined in theCredit Agreement);

 

WHEREAS,Borrower has requested and Bank is willing, subject to the terms and conditionshereof, to amend the Credit Agreement to extend the termination date therein.

 

NOW,THEREFORE, in consideration of the foregoing premises, the mutual covenants andagreements contained herein and other good and valuable consideration, thereceipt and sufficiency of which is acknowledged, Borrower and Bank mutuallycovenant, warrant and agree as follows:

 

SECTION 1. DEFINITIONS

 

SECTION 1.1.        Interpretation.  Forpurposes of this Amendment, unless otherwise defined herein, all capitalizedterms used herein including, but not limited to, those capitalized terms usedand/or defined in the recitals hereto, shall have the respective meaningsassigned to such terms in the Credit Agreement.

 

SECTION 2. AMENDMENT.

 

SECTION 2.1.        Amendments to Section 1.1

 

(a)           The definition of "TerminationDate" contained in the Credit Agreement is amended by deleting thereferenced to "May 31, 2003" and replacing it with"July 31, 2003.

 

SECTION 2.2.        Amendments to Section 6.2.  Section6.2 of the Credit Agreement is amended as follows:

 

(a)           the period at the end of subclause(ii) is deleted and replaced with a semi-colon;

 

 

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(b)           the period at the end of subclause(iii) is replaced with a semi-colon and the word "and is added at the endthereof, and a new Section 6.2(iv) is added thereto is as follows:

 

"(iv) Cash Collateral.  From June 1, 2003through July 31, 2003, prior to the issuance a Working Capital Advanceand/or the issuance of a Standby Letter of Credit, the Bank shall have receivedcash collateral equal to one hundred percent (100%) of any such Working CapitalAdvance and/or Standby Letter of Credit."

 

SECTION 3. CONDITIONS PRECEDENT.

 

SECTION 3.1.        This Amendment shall only becomeeffective upon the fulfillment, prior to or contemporaneously with theexecution hereof, of the following conditions precedent:

 

(a)           Execution of Amendment.  Theexecution and delivery by Borrower and Bank of an original of this Amendment;

 

(b)           Payment of Fees.  (a)The payment by Borrower of: (i) a single amendment fee to the Bank in theamount of $4,166.67 in connection with this Amendment and the Amendment No. 4to Export Credit and Security Agreement dated the date hereof between the Bankand the Borrower; and (ii) legal fees and expenses of the Bank in the amount of$8,750.00 incurred in connection with the preparation of this Amendment, andany other documents, instruments or agreements executed in connection herewithor therewith, including, without limitation, an Amendment No. 4 to ExportCredit and Security Agreement, and (b) evidence in form and substancesatisfactory to the Bank that the fees of the Export-Import Bank of the UnitedStates ("Eximbank") required in connection with the extension of theEximbank Documents have been paid in full no later than May 31, 2003;

 

(c)           Eximbank Acknowledgment.  Receiptby the Bank of a written consent and acknowledgment of the extension of theTermination Date by the Eximbank and such other matters as the Bank may deemappropriate; and

 

(d)           Execution of Related Documents andAdditional Matters.  The execution and delivery by Borrower of anAmendment No. 4 to Export Credit and Security Agreement and a Waiver withrespect to the EBIT covenant and all other documents and legal matters, as maybe necessary, in connection with this Amendment and the transactionscontemplated by the Credit Agreement as amended by this Amendment which shallbe reasonably satisfactory in form and substance to Bank.

 

SECTION 4. MISCELLANEOUS

 

SECTION 4.1.        Representations and Warranties.  (a)All terms, conditions, covenants, representations and warranties (other thanany such representation and warranty that, by its terms, refers to a specificdate other than the date hereof) of Borrower contained in the Credit Agreement,except as expressly modified hereby, are ratified, confirmed and reaffirmed byBorrower as of the date hereof, remain in full force and effect as of the datehereof, and are incorporated herein by reference as if fully set forth herein.

 

 

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(b)           All terms, conditions, covenants,representations and warranties (other than any such representation and warrantythat, by its terms, refers to a specific date other than the date hereof;provided, however, that the Schedules to the Credit Agreement are deemedupdated by the information contained in the Schedules attached hereto) ofBorrower contained in all of the other Financing Agreements, except asexpressly modified hereby, are ratified, confirmed and reaffirmed by Borroweras of the date hereof, remain in full force and effect as of the date hereof,and are subject to the terms of this Agreement.

 

(c)           The Borrower represents and warrantsto Bank that it has the necessary power and has taken all necessary action tomake this Amendment the valid and enforceable obligation it purports to be, andthat this Amendment constitutes the legal, valid and binding obligation ofBorrower, enforceable against Borrower in accordance with its terms, except asenforcement may be limited by principles of equity, bankruptcy, insolvency, orother laws affecting the enforcement of creditors' rights generally.

 

SECTION 4.2.        GOVERNING LAW.  THISAMENDMENT AND THE OTHER FINANCING AGREEMENTS, AND ALL TRANSACTIONS HEREUNDER,AND ALL THE RIGHTS OF THE PARTIES, SHALL BE GOVERNED AS TO VALIDITY,CONSTRUCTION, ENFORCEMENT AND IN ALL OTHER RESPECTS BY THE LAWS OF THE STATE OFNEW YORK. THE BORROWER AGREES THAT THE COURTS OF THE STATE OF NEW YORK OR THEUNITED STATES DISCTRICT COURT FOR THE UNITED STATES IN TEH SOURTHERN DISTRICTOF NEW YORK SHALL HAVE JURISDICITON TO HEAR AND DETERMINE ANY CLAIMS ORDISPUTES PERTAINING TO HTE FINANCING TRANSACTIONS OF WHICH THIS AMENDMENT IS APART AND/OR TO ANY MATTER ARISING OR IN ANY WAY RELATED TO THIS AMENDMENT ORANY OTHER AGREEMENT BETWEEN THE BANK AND THE BORROWER EXPRESSLY SUBMITS ANDCONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING ANDBORROWER WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT A SUMMONS ANDCOMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BEPROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED BY REGISTEREDOR CERTIFIED MAIL TO BORROWER, OR AS OTHERWISE PROVIDED BY THE LAWS OF NEW YORKSTATE OF THE UNITED STATES. NOTHING HEREIN SHALL AFFECT THE RIGHT OF BANK TOCOMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE BORROWER EITHER INANY OTHER JURISDICTION OR TO SERVE PROCESS IN ANY OTHER JURISDICTION OR TO SERVEPROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

 

SECTION 4.3.        WAIVERS.

 

(a)           Prejudgment Remedy, Etc.  THEBORROWER ACKNOWLEDGES THAT THE ADVANCES ARE COMMERCIAL TRANSACTIONS AND WAIVESITS RIGHT TO NOTICE AND HEARING ALLOWED BY ANY STATE OR FEDERAL LAW WITHRESPECT TO ANY PREJUDGMENT REMEDY, AND FURTHER WAIVES ALL RIGHTS TO REQUEST THEPOSTING OF A BOND, WITH OR WITHOUT SURETY, TO PROTECT THE BORROWER OR ANYENDORSER, GUARANTOR OR SURETY OF ANY

 

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OF THE OBLIGATIONS AGAINST DAMAGES THAT MAY BE CAUSED BY ANYPREJUDGMENT REMEDY. THE BORROWER FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENTFOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF ANY RENEWALS OREXTENSIONS.

 

(b)           Jury Waiver. THE BORROWERHEREBY WAIVES TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ONANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE FINANCINGTRANSACTIONS OF WHICH THIS AMENDMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OFTHE BANK'S RIGHTS, INCLUDING WITHOUT LIMITATION, TORT CLAIMS.

 

(c)           Voluntary Nature of Waivers.THE BORROWER ACKNOWLEDGES THAT IT MAKES THE FOREGOING WAIVERS IN SUBSECTIONS(a) AND (b) ABOVE, KNOWINGLY, WILLINGLY, WITHOUT DURESS AND VOLUNTARILY ANDONLY AFTER CONSIDERATION OF THE RAMIFICATIONS OF SUCH WAIVERS WITH ITSATTORNEYS.

 

SECTION 4.4.        Events of Default or Event of Default.No Events of Default or Event of Default has occurred and is continuing on thedate hereof or shall be continuing after giving effect to, or result from, theexecution and delivery of this Amendment and Borrower has no present reason tobelieve any Events of Default or Event of Default might or would occur afterthe date hereof.

 

SECTION 4.5.        Survival of Representations andWarranties. All representations and warranties made in this Amendment orany other documents furnished in connection with this Amendment shall survivethe execution and delivery of this Amendment and no investigation by the Bankor any closing shall affect the representations and warranties or the right ofthe Bank to rely upon them.

 

SECTION 4.6.        Reference to Credit Agreement.The Credit Agreement, the Financing Agreement and any and all other agreements,documents, or instruments heretofore, now or hereafter executed and delivered pursuantto the terms hereof or pursuant to the terms of the Credit Agreement, asamended hereby, are hereby amended so that any reference in the CreditAgreement, the Financing Agreements or such other agreements, documents ofinstruments to the Credit Agreement shall mean a reference to the CreditAgreement as amended hereby.

 

SECTION 4.7.        Further Assurances. The partieshereto shall execute and deliver such additional documents and take suchadditional action as may be necessary or desirable to effectuate the provisionsand purposes of this Amendment.

 

SECTION 4.8.        Successors and Assigns. Borrowerand Bank as such terms are used herein shall include the legal representatives,successors and assigns of those parties.

 

SECTION 4.9.        Counterparts. This Amendment maybe executed in any number of counterparts and by the Bank and Borrower onseparate counterparts, each of which

 

 

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when so executed and deliveredshall be an original, but all such counterparts shall together constitute oneand the same Amendment.

 

SECTION 4.10.      Severability. Any provision of thisAmendment held by a court of competent jurisdiction to be invalid orunenforceable shall not impair or invalidate the remainder of this Amendmentand the effect thereof shall be confined to the provision so held to be invalidor unenforceable.

 

SECTION 4.11.      Conflicting Provisions. In theevent of any conflict in the terms and provisions of this Amendment and theterms and provisions of the Credit Agreement, the terms and provisions of thisAmendment shall govern.

 

SECTION 4.12.      Entire Agreement. This Amendmentconstitutes the entire agreement and understanding between the parties heretowith respect to the transactions contemplated hereby and supersedes all priornegotiations, understandings, and agreements between such parties with respectto such transaction.

 

IN WITNESSWHEREOF, this Amendment has been duly executed by the parties hereto as of theday and year first above written.

 
| AMERICAN  SCIENCE AND  ENGINEERING, INC. |
|------------------------------------------|
|                                     |   |
|                                     |   |
| By                                       | /s/ Paul  Theodore Owens |
|                                     | CFO, VP  FINANCE | (title) |
|                                     |   |
| HSBC BANK  USA                           |
|                                     |   |
| By                                       | /s/ William  Meli |
|                                     |   | (title) |

 

 

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