**EXHIBIT 10.7**

 

**Silicon Valley Bank**

**Amendmentto Loan Documents**

 

**Borrower:             InVision Technologies, Inc.**

 

**Date:                      August 13, 2003**

 

**THIS AMENDMENT TO LOAN DOCUMENTS**(this“Amendment”) is entered into between Silicon Valley Bank (“Silicon”) and theborrower named above (“Borrower”).

 

Borrower and Silicon agree to amend theLoan and Security Agreement between them, dated November 8, 2000 (as amendedthrough the date hereof, the “Loan Agreement”), as follows, effective as of thedate hereof.  (Capitalized terms usedbut not defined in this Amendment shall have the meanings set forth in the LoanAgreement.)  As used herein and in theLoan Agreement, the term “Schedule” refers to that certain Amended and RestatedSchedule to the Loan Agreement, dated July 19, 2002 (as amended (including,without limitation, pursuant to this Amendment), restated, supplemented, orotherwise modified from time to time), between Silicon and Borrower, whichSchedule forms an integral part of the Loan Agreement.  For purposes of this Amendment, the LoanAgreement shall be deemed to include the Schedule unless the context requiresotherwise.

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**1.             Modified Minimum Tangible Net Worth Financial Covenant.** The Minimum Tangible Net Worth financialcovenant set forth in Section 5 of the Schedule is hereby amended to read asfollows:

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**MinimumTangible**

**NetWorth:****                                                                                 **Borrowershall maintain a Tangible Net Worth of not less than the following:

 

For the fiscal quarter ending September 30, 2003 andeach fiscal quarter ending thereafter:  **$215,000,000**plus (i) 100% of all consideration received after the date hereof for equitysecurities and subordinated debt of the Borrower (exclusive of any proceedsfrom such equity securities and subordinated debt that are utilized by theBorrower for (A) the repurchase by Borrower of its own stock or (B) thepurchase price that is attributable to the intangible assets of an acquiredcompany in a permitted acquisition and the goodwill, if any, created by theexcess of the purchase price over the fair market value of the assets acquiredin such

 

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permitted acquisition), plus (ii) 50% of theBorrower’s net income in each fiscal quarter ending after the date hereof.  Increases in the Minimum Tangible Net WorthCovenant based on consideration received for equity securities and subordinateddebt of the Borrower shall be effective as of the end of the month in whichsuch consideration is received, and shall continue effective thereafter.Increases in the Minimum Tangible Net Worth Covenant based on net income shallbe effective on the last day of the fiscal quarter in which said net income isrealized, and shall continue effective thereafter. In no event shall theMinimum Tangible Net Worth Covenant be decreased.

 

Providedthat the Indenture and Note are acceptable to Silicon as provided in thatcertain Limited Waiver of even date herewith, then the indebtedness issuedunder the Notes will be excluded from “liabilities” for the purpose ofcalculating the Tangible Net Worth financial covenant (as amended).

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**2.             Addition of Minimum Cash on Hand Covenant. **Thefollowing Minimum Cash On Hand Financial Covenant is hereby added to Section 5of the Schedule and shall read as follows:

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**MinimumCash**

**On Hand:****                                                                                           **As of theend of Borrower’s fiscal quarter ending September 30, 2003, and each fiscalquarter ending thereafter, Borrower shall maintain a minimum of unrestrictedcash (and cash equivalents) in accounts maintained in the United States in anamount of not less than **$75,000,000**.

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**3.             Modified Covenant Regarding Transactions withSubsidiaries.** The paragraph of Section 9 of the Schedule that currently reads asfollows:

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**Transactions with Subsidiaries.**  Borrower agrees that the aggregate amount ofall expenses Borrower incurs on behalf of its Subsidiaries plus the aggregateamount of money or other assets Borrower loans and/or transfers to itsSubsidiaries shall not at anytime exceed $1,000,000 during the term of thisAgreement.  The preceding shall notinclude any such expenses, loans and/or transfers incurred or made prior to thedate of this Agreement.

 

is hereby amended toread as follows:

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**Transactionswith Subsidiaries.** Borrower agrees that, provided no Default or Event of Default hasoccurred and is continuing, the aggregate

 

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amountof all expenses Borrower incurs on behalf of its Subsidiaries plus theaggregate amount of money or other assets Borrower loans and/or transfers toits Subsidiaries shall not at anytime exceed $10,000,000 during any calendaryear while this Agreement is in effect.

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**4.             AcknowledgmentRegarding Exim Agreement**. It is agreed and acknowledged that Silicon shall have no further dutiesto make any loans under that certain Loan and Security Agreement (Exim Program)executed by and between Borrower and Silicon and dated November 8, 2000 (as thesame may have been amended from time to time).

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**5.             RepresentationsTrue.** Borrower representsand warrants to Silicon that all representations and warranties set forth inthe Loan Agreement, as amended hereby, are true and correct.

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**6.             GeneralProvisions.* ***ThisAmendment, the Loan Agreement, any prior written amendments to the LoanAgreement signed by Silicon and Borrower, and the other written documents andagreements between Silicon and Borrower set forth in full all of therepresentations and agreements of the parties with respect to the subjectmatter hereof and supersede all prior discussions, representations, agreementsand under­standings between the parties with respect to the subjecthereof.  Except as herein expresslyamended, all of the terms and provisions of the Loan Agreement, and all otherdocuments and agreements between Silicon and Borrower shall continue in fullforce and effect and the same are hereby ratified and confirmed.  

 
| **Borrower:**                   | **Silicon:**                          |
|---------------------------------|---------------------------------------|
|                            |                                  |
| **INVISION TECHNOLOGIES, INC.** | **SILICON VALLEY BANK**               |
|                            |                                  |
| **By**                          | **/s/  Donald M.  Mattson**      |   | **By** | ** /s/ Quentin Falconer** |   |
|                            | **President or Vice President**       | **Title** | **Senior V.P.** |   |
|                            |                                  |
| **By**                          | **/s/  Trâm T. Phi**        |   |   |
|                            | **Secretary or Ass’t Secretary** |   |
|                                 |                                       |  |  |  |  |  |

 

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