EXHIBIT 10.17


 





 


July 31, 2008


 


Micro Component Technology, Inc.


2340 West County Road

St. Paul, Minnesota  55113-2528


Attention:
Chief Financial Officer


 


Re:      Fourth
Amended and Restated Overadvance Letter


 


Ladies
and Gentleman:


 


Reference is hereby made to (i) that
certain Security and Purchase Agreement dated as of February 17, 2006 by
and between Micro Component Technology, Inc., a Minnesota corporation (the
“Parent”), such other subsidiaries of the Parent which hereafter become a party
to such Security and Purchase Agreement (the Parent and such subsidiaries of
the Parent, collectively, the “Companies” and each, a “Company”) and Laurus
Master Fund, Ltd. (“Laurus”) (as amended, restated, modified and/or
supplemented from time to time, the “Security Agreement”), (ii) that
certain Amended and Restated Overadvance Letter to Company from Laurus dated March 12,
2008 (the “A&R Overadvance Letter”) which amended and restated that certain
Overadvance Letter to Company from Laurus dated March 29, 2007, (iii) that
certain Amended and Restated Overadvance Letter to Company from Laurus dated July 08,
2008 (the “Second A&R Overadvance Letter”) which amended and restated the
A&R Overadvance Letter, and (iv) that certain Third Amended and
Restated Overadvance Letter to Company from Laurus dated July 18, 2008
(the “Third A&R Overadvance Letter”), which amended and restated the Second
A&R Overadvance Letter. This letter hereby amends and restates in its
entirety (and is given in substitution for and not satisfaction of) the Third
A&R Overadvance Letter.  Capitalized
terms used but not defined herein shall have the meanings ascribed them in the
Security Agreement.


 


Laurus
is hereby notifying you of its decision to exercise the discretion granted to
it pursuant to Section 2(a)(iii) of the Security Agreement to make
Loans to the Company in excess of the Formula Amount from time to time during
the Period (as defined below) in an aggregate principal amount not to exceed at
any time (a) during the portion of the Period beginning on March 29,
2007 and ending on April 30, 2008, $800,0000, (b) during the portion
of the Period beginning May 1, 2008 and ending on May 31, 2008,
$700,000, (c) during the portion of the Period beginning on June 1,
2008 and ending on June 30, 2008, $600,000, (d) during the portion of
the Period beginning on July 1, 2008 and ending on July 17, 2008,
$700,000, (e) during the portion of the Period beginning on July 18,
2008 and ending on November 30, 2008, $1,000,000 (collectively, the “Overadvance”).


 


In
connection with making the Overadvance, for a period beginning on March 29,
2007 and ending on November 30, 2008 (the “Period”), Laurus hereby waives
compliance with Section 3 of the Security Agreement, but solely as such
provision relates to the immediate repayment requirement for permitted
Overadvances hereunder.  Laurus further
agrees that solely for such Period (but not thereafter), (i) permitted
Overadvances shall not trigger an Event of Default under Section 19(a) of
the Security Agreement, and (ii) the Overadvance rate set forth in Section 5(b)(ii) of
the Security Agreement (the “Overadvance Rate”) shall not apply to all
permitted Overadvances hereunder.  All
other terms and provisions of the Security Agreement and the Ancillary
Agreements remain in full force and effect.


 


Further, in the event that
each Maturity Date (as defined in the Notes) of the Notes (as defined in the
Purchase Agreement) issued in connection with the Securities Purchase Agreement
dated as of the date hereof 


 


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among
LV Administrative Services, Inc., the purchasers party thereto from time
to time and the Company (as amended, modified, restated or supplemented from
time to time, the “Purchase Agreement”) is extended in accordance with Section 3.13
of the Notes, then all references herein to “November 30, 2008” shall be
replaced with “July 31, 2010”.


 


This letter may not be amended or waived except by an instrument in
writing signed by the Company and Laurus. 
This letter may be executed in any number of counterparts, each of which
shall be an original and all of which, when taken together, shall constitute
one agreement.  Delivery of an executed
signature page of this letter by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof or thereof, as the case
may be.  This letter shall be governed
by, and construed in accordance with, the laws of the State of New York.  This letter sets forth the entire agreement
between the parties hereto as to the matters set forth herein and supersede and
replace all prior communications, written or oral, with respect to the matters
herein.  The Company hereby agrees to
file an 8-K with the Securities and Exchange Commission disclosing the
transactions set forth in this letter with the period prescribed by the
Securities and Exchange Commission.


 


If
the foregoing meets with your approval please signify your acceptance of the
terms hereof by signing below.


 


 


	
   

  	
   

  	
  LAURUS
  MASTER FUND, LTD.

  
	
   

  	
   

  	
  By:
  Laurus Capital Management, LLC

  
	
   

  	
   

  	
  its
  investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed
  and accepted on the date hereof

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MICRO COMPONENT
  TECHNOLOGY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:
  Roger E. Gower

  	
   

  	
   

  
	
  Title:   Chief Executive Officer