Unassociated Document


    SECOND
AMENDMENT

    TO

    LOAN AND
SECURITY AGREEMENT

    


    This
Second Amendment to Loan & Security Agreement is entered into as of November
29, 2010 (the “Amendment”) by and between PENINSULA BANK BUSINESS FUNDING, a
division of THE PRIVATE BANK OF THE PENINSULA (“Bank”) and OPTEX SYSTEMS, INC.
(“Borrower”)

    


    RECITALS

    


    Borrower
and Bank are parties to that certain Loan & Security Agreement dated as of
March 4, 2010 as amended from time to time including that certain First
Amendment to Loan & Security Agreement dated as of August 3, 2010
(collectively the “Agreement”). The parties desire to amend the Agreement in
accordance with the terms of this Amendment.

    


    NOW
THEREFORE, the parties agree as follows:

    


    1.           Section 6.8(d) EBITDA is
amended in its entirety to read as follows:

    


    (d) as of
the last day of Borrower’s first fiscal quarter ending January 2, 2011,
Ninety-Five Thousand Dollars ($95,000).

    


    2.           Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall remain in full
force and effect in accordance with its terms. Except as expressly set forth
herein, the execution, delivery, and performance of this Amendment shall not
operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof, or the Security
Agreement.

    


    3.           This
Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Amendment. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original
thereof. Notwithstanding the foregoing, Borrower shall deliver all original
signed documents requested by Bank no later than ten (10) Business Days
following the date of this Amendment.

    


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

    


    (a)    
 this Amendment, duly executed by Borrower.

    


    (b)    
 an amendment fee of $5,000, plus all Bank Expenses incurred through the
date of this Amendment; and

    


    (c)     
 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.

    


    
      
        
          
            
              	 
      	
                      OPTEX
      SYSTEMS, INC.

                    
	 
      	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Karen Hawkins

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      Karen Hawkins

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      Title:

                    	
                      Controller

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      PENINSULA
      BANK BUSINESS FUNDING, A DIVISION

                    
	 
      	
                      OF
      THE PRIVATE BANK OF THE PENINSULA

                    
	 
      	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Victor L. Ragni

                    	 
      
	 
      	 
      	 
      	 
      
	 
      	
                      Title:

                    	
                      Vice
      President