Exhibit
10.8A


FOURTH AMENDMENT


TO


LOAN DOCUMENTS


This Fourth
Amendment to Loan Documents is entered into as of March  7, 2007 (the
“Amendment”), by and between COMERICA BANK (“Bank”), and ALIGN TECHNOLOGY, INC.
(“Borrower”).


RECITALS


Borrower and Bank
are parties to that certain Amended and Restated Loan and Security Agreement
dated as of December 16, 2005 as amended from time to time, including without
limitation by that certain First Amendment to Amended and Restated Loan and
Security Agreement dated as of November 15, 2006, that certain Second Amendment
to Amended and Restated Loan and Security Agreement dated as of December 1,
2006 and that certain Third Amendment to Amended and Restated Loan and Security
Agreement dated as of December 22, 2006 (collectively, the “Agreement”) and
that certain LIBOR Addendum to Amended and Restated Loan and Security Agreement
dated as of December 1, 2006 (the “LIBOR Addendum”). The parties desire to
amend the Agreement and the LIBOR Addendum in accordance with the terms of this
Amendment.


NOW, THEREFORE,
the parties agree as follows:


1.             The following defined
terms are hereby amended or added to Section 1.1 of the Agreement to read as
follows:


“Cash Equivalents”
means investments with (i) a weighted average maturity of the total portfolio
not exceeding 360 days, (ii) a maximum two (2) year maturity on any one
security, and (iii) no more that 25% of the portfolio invested or having a
tenor of more than two (2) years.


“Committed
Revolving Line” means a Credit Extension of up to (i) beginning on the Closing
Date through January 1, 2008, Twenty Million Dollars ($20,000,000), and (ii)
beginning on January 2, 2008 and thereafter, Twenty Five Million Dollars ($25,000,000).


“Current
Liabilities” means, as of any applicable date, all amounts that should, in
accordance with GAAP, be included as current liabilities on the consolidated
balance sheet of Borrower and its Subsidiaries, as at such date, plus, to the
extent not already included therein, all Indebtedness owing by Borrower to Bank
but excluding non-refundable deferred revenue.


“Quick Assets”
means, at any date as of which the amount thereof shall be determined, the
unrestricted cash and Cash Equivalents, plus net accounts receivable (with a
minimum of $20,000,000 in domestic unrestricted cash during 2007 and a minimum
of $25,000,000 in domestic unrestricted cash beginning March 31, 2008 and
thereafter) of Borrower determined on a consolidated basis in accordance with
GAAP.


“Revolving
Maturity Date” means December 31, 2008.


2.             The reference to “5%”
a subsection (g) of the defined term “Permitted Indebtedness” is amended to be “10%”.


3.             Subsection (e) of the
defined term “Permitted Investment” is amended to read in its entirety as
follows: “(e) Investments of Subsidiaries in or to other Subsidiaries or
Borrower and Investments by Borrower in Subsidiaries not to exceed Three
Million Dollars ($3,000,000) in the aggregate in any fiscal year provided
however that (i) such Investments in Costa Rica in an aggregate amount
exceeding $25,000,000 shall be deemed “Permitted Investments” if Bank is
granted and maintains a first priority perfected security interest in the
stock, units or other evidence of ownership of each Subsidiary (not to exceed
sixty-six percent (66%) of such stock, units or other evidence of ownership of
any such Subsidiary) on terms satisfactory to Bank.



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4.             The following new
Subsection (h) of the defined term “Permitted Transfer” is added to the
Agreement to read as follows: “; or (h) Transfers of net fixed assets between
Juarez, Mexico and Costa Rica”.


5.             The reference to “0.0125%”
in Section 2.6 of the Agreement is amended to be “0.05%”.


6.             Section 6.2 of the
Agreement is amended in its entirety to read as follows:


6.2           Financial
Statements, Reports, Certificates. Borrower shall deliver to Bank:
(i) as soon as available, but in any event within forty five (45) days after
the end of each calendar quarter, a company prepared consolidated and
consolidating balance sheet and income statement covering Borrower’s consolidated
operations during such period, in a form reasonably acceptable to Bank and
certified by a Responsible Officer, together with a Compliance Certificate
signed by a Responsible Officer in substantially the form of Exhibit D hereto;
(b) as soon as available, but in any event within ninety (90) days after the
end of Borrower’s fiscal year, audited consolidated financial statements of
Borrower prepared in accordance with GAAP, consistently applied, together with
an opinion which is unqualified or otherwise consented to in writing by Bank on
such financial statements of an independent certified public accounting firm
reasonably acceptable to Bank; (c) copies of all statements, reports and
notices sent or made available generally by Borrower to its security holders or
to any holders of Subordinated Debt and all reports on Forms 10-K (which shall
be delivered within ninety (90) days after the end of each fiscal year of
Borrower) and 10-Q (which shall be delivered within forty-five (45) days after
the end of each fiscal quarter of Borrower ) filed with the Securities and
Exchange Commission; (d) promptly upon receipt of notice thereof, a report of
any legal actions pending or threatened against Borrower or any Subsidiary that
could reasonably be expected to result in damages or costs to Borrower or any Subsidiary
of Five Million Dollars ($5,000,000) or more; and (e) such budgets, sales
projections and pipelines, operating plans or other financial exhibits and
information generally prepared by Borrower in the ordinary course of business
as Bank may reasonably request from time to time.


(a)           Within fifteen (15)
days after the end of each calendar quarter, aged listings of accounts
receivable and accounts payable by invoice date.


(b)           Within 45 days after
the last day of each quarter, Borrower shall deliver to Bank with the quarterly
financial statements a Compliance Certificate certified as of the last day of
the applicable quarter and signed by a Responsible Officer in substantially the
form of Exhibit E hereto.


7.             Section 6.6(a) of the
Agreement is amended to read as follows:


(a)           Quick Ratio.
Borrower shall maintain, measured quarterly as of the last day of each calendar
quarter, a ratio of Quick Assets to Current Liabilities, excluding deferred
revenue from Current Liabilities, of at least 1.25 to 1.00.


8.             Section 6.7 of the
Agreement is deleted to read as follows:


6.7           [Intentionally
Omitted.]


9.             The reference to “2,000,000”
in Section 8.6 of the Agreement is hereby amended to be “5,000,000”.


10.           Exhibit D to the
Agreement is hereby amended and replaced in its entirety with Exhibit D
attached hereto.


11.           Amendment to LIBOR
Addendum: The reference to “a 3 month or 12 month period” in Section
1(e)(1) and Section 1(e)(2) of the LIBOR Addendum are each amended to read “a
30, 60, 90 or 360 day period”.


12.           Unless otherwise
defined, initially capitalized terms in this Amendment shall be as defined in
the Agreement. The Agreement, as amended hereby, shall be and remain in full
force and effect in accordance with its respective terms and hereby is ratified
and confirmed in all respects. Borrower ratifies and reaffirms the



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continuing effectiveness
of all instruments, documents and agreements entered into in connection with
the Agreement. As a condition to the effectiveness of this Amendment, Borrower
shall pay Bank an amount equal to the Bank Expenses incurred in connection with
the preparation of this Amendment.


13.           Borrower represents and
warrants that the representations and warranties contained in the Agreement are
true and correct as of the date of this Amendment, and that no Event of Default
has occurred and is continuing. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.


14.           This Amendment may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument.


15.           As a condition to the
effectiveness of this Amendment, Bank shall have received, in form and
substance satisfactory to Bank, the following:


(i)            this Amendment, duly
executed by Borrower;


(ii)           Corporate Resolutions
to Borrow;


(iii)          an amount equal to all
Bank Expenses incurred through the date of this Amendment; and


(iv)          such other documents,
and completion of such other matters, as Bank may reasonably deem necessary or
appropriate.


IN WITNESS
WHEREOF, the undersigned have executed this Amendment as of the first date
above written.


	
  

  	
  ALIGN TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eldon M.
  Bullington

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  VP FINANCE and
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMERICA BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jerry Iwata

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  
						



 



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EXHIBIT D


COMPLIANCE CERTIFICATE


TO: COMERICA BANK


FROM: ALIGN TECHNOLOGY,
INC.


The undersigned
authorized officer of Align Technology, Inc. hereby certifies that in
accordance with the terms and conditions of the Amended and Restated Loan and
Security Agreement between Borrower and Bank (the “Agreement”),
(i) Borrower is in complete compliance for the period ending              with
all required covenants, including without limitation Section 6.6 and 6.7,
except as noted below and (ii) all representations and warranties of Borrower
stated in the Agreement are true and correct in all material respects as of the
date hereof. Attached herewith are the required documents supporting the above
certification. The Officer further certifies that these are prepared in
accordance with Generally Accepted Accounting Principles (GAAP) and are
consistently applied from one period to the next except as explained in an
accompanying letter or footnotes.


Please indicate
compliance status by circling Yes/No under “Complies”
column.


	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  statements

  	
   

  	
  Quarterly within 45 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Annual (CPA
  Audited)

  	
   

  	
  FYE within 90 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  10K and 10Q 

  	
   

  	
  10K (FYE within 90 days) and 10Q (Quarterly
  within 45 days) 

  	
   

  	
  Yes 

  	
   

  	
  No 

  
	
  A/R & A/P
  Agings

  	
   

  	
  Quarterly within 15 days

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  Financial
  Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maintain on a
  Quarterly Basis:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum Quick Ration

  	
   

  	
  1.25:1.00

  	
   

  	
        :1.00

  	
   

  	
  Yes

  	
   

  	
  No

  



 


	
  

  	
   

  	
      

  	
    

  	
   

  	
   

  
	
  Comments Regarding Exceptions:  See Attached.

  	
   

  	
  BANK
  USE ONLY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Received by:

  	
   

  	
   

  
	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  	
   

  	
   

  	
   

  
	
  Sincerely,

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Verified:

  	
   

  	
   

  
	
  SIGNATURE

  	
   

  	
  AUTHORIZED
  SIGNER

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Compliance
  Status

  	
  Yes

  	
  No

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 



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CORPORATE
RESOLUTIONS TO BORROW


Borrower:             ALIGN TECHNOLOGY,
INC.


I, the undersigned
Secretary or Assistant Secretary of ALIGN TECHNOLOGY, INC. (the “Corporation”),
HEREBY CERTIFY that the Corporation is organized and existing under and by
virtue of the laws of Delaware.


I FURTHER CERTIFY
that at a meeting of the Directors of the Corporation duly called and hold, at
which a quorum was present and voting, (or by other duly authorized corporate
action in lieu of a meeting), the following resolutions were adopted.


BE IT RESOLVED,
that any one (1) of the following named officers, employees, or agents of this
Corporation, whose actual signatures are shown below:


	
  NAMES

  	
   

  	
  POSITIONS

  	
   

  	
  ACTUAL SIGNATURES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Eldon M.
  Bullington

  	
   

  	
  CFO, VP Finance

  	
   

  	
  /s/ Eldon M. Bullington

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kenneth Arola

  	
   

  	
  VP, Corporate Controller

  	
   

  	
  /s/ Kenneth Arola

  



 


acting for and on behalf
of this Corporation and as its act and deed be, and they hereby are, authorized
and empowered:


Borrow
Money. To borrow from time to time from COMERICA BANK (“Bank”),
on such terms as may be agreed upon between the officers, employees, or agents
of the Corporation and Bank, such sum or sums of money as in their judgment
should be borrowed.


Execute
Loan Documents. To execute and deliver to Bank that certain
Fourth Amendment to Loan Documents dated as of March 7, 2007 (the “Amendment”),
and also to execute and deliver to Bank one or more amendments, renewals,
extensions, modifications, consolidations, or substitutions of/for the
Amendment, and that certain Amended and Restated Loan and Security Agreement
dated as of December 16, 2005 and that certain LIBOR Addendum to Amended and
Restated Loan and Security Agreement dated as of December 1, 2006, each as
amended from time to time together with all documents, agreements and instruments
executed in connection therewith (collectively, the “Loan Documents”).


Grant
Security. To grant a security interest to Bank in the
Collateral described in the Loan Documents, which security interest shall
secure all of the Corporation’s Obligations, as described in the Loan
Documents.


Negotiate
Items. To draw, endorse, and discount with Bank all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness payable
to or belonging to the Corporation or in which the Corporation may have an
interest, and either to receive cash for the same or to cause such proceeds to
be credited to the account of the Corporation with Bank, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable.


Further
Acts. In the case of lines of credit, to designate additional
or alternate individuals as being authorized to request advances thereunder,
and in all cases, to do and perform such other acts and things, to pay any



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and all fees and costs,
and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into
effect the provisions of these Resolutions.


BE IT FURTHER
RESOLVED, that any and all acts authorized pursuant to these resolutions and
performed prior to the passage of these resolutions are hereby ratified and
approved, that these Resolutions shall remain in full force and effect and Bank
may rely on these Resolutions until written notice of their revocation shall
have been delivered to and received by Bank. Any such notice shall not affect
any of the Corporation’s agreements or commitments in effect at the time notice
is given.


I FURTHER CERTIFY
that the officers, employees, and agents named above are duly elected,
appointed, or employed by or for the Corporation, as the case may be, and
occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.


I FURTHER CERTIFY
that true and correct copies of the Certificate of Incorporation of the
Corporation have been delivered to Bank as in full force and effect on the date
hereof.


IN WITNESS
WHEREOF, I have hereunto set my hand on March_7, 2007 and attest that the
signatures set opposite the names listed above are their genuine signatures.


	
  

  	
  CERTIFIED TO AND
  ATTESTED BY:

  
	
   

  	
   

  
	
   

  	
  /s/ Roger E.
  George

  
	
   

  	
  Roger E. George

  



 



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