**Exhibit 10.53**

**SiliconValley Bank**

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**Amendment to Loan Documents**

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**(Exim Program)**

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**Borrower:             InVisionTechnologies, Inc.**

 

**Date:                      March4, 2002**

 

**THIS AMENDMENT TO LOAN DOCUMENTS (EXIM PROGRAM)**isentered into between Silicon Valley Bank (“Silicon”) and the borrower namedabove (“Borrower”).

 

The Parties agree to amend the Loan andSecurity Agreement (Exim Program) between them, dated November 8, 2000 (asotherwise amended, if at all, the “Loan Agreement”), as follows, effective asof the date hereof.  (Capitalized termsused but not defined in this Amendment shall have the meanings set forth in theLoan Agreement.)

 

**1.             ModifiedDefinition of Eligible Receivables.**  Subclause (i) of the Minimum EligibilityRequirements set forth in the definition of Eligible Receivables in Section 8of the Loan Agreement is hereby amended to read as follows:

 

(i)the Receivable must not be outstanding for more than 180 days from its invoicedate,

 

**2.             ModifiedDefinition of Eligible Receivables.**  The sentence in the definition of EligibleReceivables in Section 8 of the Loan Agreement that currently reads as follows:

 

Inaddi­tion, if more than 50% of the Receivables owing from an Account Debtor areoutstanding more than 90****days from their invoice date (withoutregard to unapplied credits) or are otherwise not eligible Receivables, thenall Receivables owing from that Account Debtor will be deemed ineligible forborrowing.

 

ishereby amended to read as follows:

 

Inaddi­tion, if more than 50% of the Receivables owing from an Account Debtor areoutstanding more than 180****days from their invoice date (withoutregard to unapplied credits) or are otherwise not eligible Receivables, thenall Receivables owing from that Account Debtor will be deemed ineligible forborrowing.

 

 

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**3.             ModifiedConcentration Limit. **Thesentence in the definition of “Eligible Receivables” in Section 8 of the LoanAgreement that currently reads as follows:

 

Receivablesowing from one Account Debtor will not be deemed Eligible Receivables to theextent they exceed 10% of the total Receivables outstanding; provided, however,such percentage shall be 25% with respect to Receivables for which STBA Franceis the Account Debtor.

 

ishereby amended to read as follows:

 

Receivablesowing from one Account Debtor will not be deemed Eligible Receivables to theextent they exceed 25% of the total Receivables outstanding; provided, however,such percentage shall be 60% with respect to Receivables for which STBA Franceor Aeroports de Paris (ADP) is the Account Debtor.

 

**4.             ModifiedCredit Limit.**  Section 1 of the Schedule to Loan andSecurity Agreement (Exim Program) is hereby amended to read as follows:

 

**“1.      Credit Limit**

(Section 1.1):                             Theunpaid principal balance of all Exim Loans and all accrued interest thereonfrom time to time outstanding may not exceed the lesser of:

 

(i)            **$10,000,000**at any one time outstanding (the “Maximum Exim Credit Limit”); or

 

(ii)           the sum of (a), (b)and (c) below:

 

(a)**90%**of the amount of Borrower’s eligible export Receivables, which Silicon in itsdiscretion deems eligible for borrowing and for which a FX Forward Contract (asdefined below) has been entered into with respect to the currency in which suchReceivable is denominated, plus

 

(b)**70%**of the amount of Borrower’s eligible export Receivables, which Silicon in itsdiscretion deems eligible for borrowing but for which an applicable FX ForwardContract (as defined below) has not been entered into, plus

 

(c)the lesser of (A), (B) or (C) below:

 

(A)          **70%** of the value ofBorrower’s exportable Eligible Inventory, valued at

 

 

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the lower of cost or marketvalue, or

 

(B)           **60%** of the total outstandingExim Loans under this Agreement, or

 

(C)           **$4,000,000**.

 

                                                                        Withoutlimiting the fact that the determination of which accounts and inventory areeligible for borrowing is a matter of Silicon’s discretion, the following willnot be deemed eligible for borrowing: accounts and inventory which are not “Eligible Export-Related AccountsReceivable” or “Eligible Export-Related Inventory” (respectively) as defined inthe Borrower Agreement of substantially even date herewith executed by Siliconand the Borrower in favor of the Export Import Bank of the United States, includingthe annexes attached thereto (collectively referred to as the “Exim BorrowerAgreement”).  Without limiting theforegoing, with respect to each Loan requested by Borrower with respect toEligible Export-Related Inventory, Borrower shall provide Silicon with copiesof valid purchase orders for such Inventory and such other documentation asSilicon shall request in its good faith business judgment.

 

**AgreementSubject**

**to EximBorrower**

**Guarantee;Costs:                  **This Agreementis subject to all of the terms and conditions of the Exim Borrower Agreement(including without limitation any attachments and annexes thereto) which arehereby incorporated herein by this reference. Borrower expressly agrees to perform all of the obligations and complywith all of the affirmative and negative covenants and all other terms andconditions set forth in the Exim Borrower Agreement as though the same wereexpressly set forth herein, and all of the same are hereby incorporated hereinby this reference.  In the event of anyconflict between the terms of the Exim Borrower Agreement and the other termsof this Agreement, whichever terms are more restrictive shall apply.  Borrower shall reimburse Silicon for allfees and all out of pocket costs and expenses 

 

 

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                                                    incurredby Silicon with respect to the Exim Borrower Agreement, including withoutlimitation all facility fees and usage fees, and Silicon is authorized to debitBorrower’s account with Silicon for such fees, costs and expenses when paid bySilicon.

 

**Letter ofCredit Sublimit**

(Section 1.5):                             **$10,000,000.**

 

**ForeignExchange**

**ContractSublimit:                  $10,000,000.**

 

**                                                   **Borrower mayenter into foreign exchange forward contracts with Silicon, on its standardforms, under which Borrower commits to purchase from or sell to Silicon a setamount of foreign currency more than one business day after the contract date(the “FX Forward Contracts”); provided that: (1) at the time the FX ForwardContract is entered into Borrower has Loans available to it under thisAgreement in an amount at least equal to 10% of the amount of the FX ForwardContract; (2) the total FX Forward Contracts at any one time outstanding maynot exceed 10 times the amount of the Foreign Exchange Contract Sublimit setforth above; and (3) each FX Forward Contract shall have an expiry date nolater than thirty days prior to the Maturity Date, provided that an FX ForwardContract may have an expiry date later than thirty days prior to the MaturityDate if and only if Borrower’s Obligations with respect to such FX ForwardContract are secured by cash in an interest bearing account, in an amount equalto 10% of such FX Forward Contract, on terms acceptable to Silicon in its solediscretion. Silicon shall have the right to withhold, from the Loans otherwiseavailable to Borrower under this Agreement, a reserve (which shall be inaddition to all other reserves) in an amount equal to 10% of the total FXForward Contracts from time to time outstanding. Silicon may, in itsdiscretion, terminate the FX Forward Contracts at any time that an Eventof Default occurs and is continuing. Borrower shall execute all standard formapplications and agreements of Silicon in connection with the FX ForwardContracts, and without limiting any of the terms of such applications andagreements, Borrower shall pay all standard fees and charges of 

 

 

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                                                    Siliconin connection with the FX Forward Contracts.

 

Notwithstandingthe foregoing, Borrower agrees that at no time shall the amount of outstandingObligations under this Agreement and the Non-Exim Agreement exceed $20,000,000in the aggregate.

 

Additionally,Borrower covenants and agrees that if at any time the value of the Collateral,as determined by Silicon in its discretion, is less than the aggregate amountof the outstanding Letters of Credit, FX Forward Contracts and Standby Letterof Credit Bid Bonds (the difference between the value of the Collateral and theaggregate outstanding Letters of Credit, FX Forward Contracts and StandbyLetter of Credit Bid Bonds is hereinafter referred to as the “CollateralShortfall”), Borrower shall provide Silicon cash collateral in an amount equalto the Collateral Shortfall to secure all of the Obligations relating to said Lettersof Credit, FX Forward Contracts and Standby Letter of Credit Bid Bonds,pursuant to Silicon’s then standard form cash pledge agreement.”

 

**5.             ModifiedInterest Rate. **Section2 of the Schedule to Loan and Security Agreement (Exim Program) is hereby amendedto read as follows:

 

                **“2.          INTEREST.**

 

**InterestRate**(Section 1.2):

 

Arate equal to the “Prime Rate” in effect from time to time, plus **1.50%**per annum; provided, however, if Borrower maintains with Siliconand/or invests through Silicon at least 80% of Borrower’s cash and cashequivalents, then a rate equal to the “Prime Rate” in effect from time to time,plus **1.0%**per annum; provided, further, that if Borrower completes a publicoffering of its equity securities after the date of this Amendment and maintainswith Silicon and/or invests through Silicon at least 50% of Borrower’s cash andcash equivalents, then a rate equal to the “Prime Rate” in effect from time totime, plus **1.0%** per annum.  Suchreduction(s) and increase(s) of the interest rate may be made throughout theterm of this Agreement.

 

Theforegoing rate increase or decrease (as the case may be) will go into effectfollowing Silicon’s review and approval of Borrower’s financial statements andwill be effective as of the date of Borrower’s monthly financial statementsshowing that the interest rate should be increased or decreased, as the casemay be, provided that such 

 

 

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monthlyfinancial statements are provided to Silicon in accordance with the termshereof. Notwithstanding the foregoing, in no event shall an interest ratereduction go into effect if, at the date it is to go into effect, an Event ofDefault has occurred and is continuing.

 

Interestshall be calculated on the basis of a 360-day year for the actual number ofdays elapsed.  “Prime Rate” means therate announced from time to time by Silicon as its “prime rate;” it is a baserate upon which other rates charged by Silicon are based, and it is notnecessarily the best rate available at Silicon.  The interest rate applicable to the Obligations shall change oneach date there is a change in the Prime Rate.

 

**            MinimumMonthly**

**            Interest**(Section 1.2):              NotApplicable.”

 

**6.             ModifiedMaturity Date.**  Section 4 of the Schedule to Loan and SecurityAgreement (Exim Program) is hereby amended to read as follows:

 

“**4.       MATURITY DATE**

(Section6.1):                             **February 28,2003**.”

 

**7.             ModifiedTangible Net Worth. **TheTangible Net Worth Financial Covenant set forth in Section 5 of the Schedule toLoan and Security Agreement is hereby amended from “$32,000,000” to“$45,000,000.”

 

**8.             ModifiedCovenant Regarding Transactions with Subsidiaries. **The dollar limitationset forth in Subclause (6) of Section 9 of the Schedule to Loan and SecurityAgreement is hereby amended from “$500,000” to “$1,000,000.”

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**9.             Fee.** In consideration for Silicon entering intothis Amendment, Borrower shall concurrently pay Silicon a fee in the amount of$100,000, which shall be non-refundable and in addition to all interest andother fees payable to Silicon under the Loan Documents.  Silicon is authorized to charge said fee toBorrower’s loan account.

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**10.          RepresentationsTrue.** Borrower represents and warrants to Siliconthat all representations and warranties set forth in the Loan Agreement, asamended hereby, are true and correct.

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**11.          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

 

 

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and provisions of theLoan Agreement, and all other documents and agreements between Silicon andBorrower shall continue in full force and effect and the same are herebyratified and confirmed.  

 
| **Borrower:**                   |                                         | **Silicon:**            |
|---------------------------------|----------------------------------------------|-------------------------|
|                            |                                         |                    |
| **INVISION TECHNOLOGIES, INC.** |                                         | **SILICON VALLEY BANK** |
|                            |                                         |                    |
|                            |                                         |                    |
| **By**                          | *** /s/ Ross  Mulholland, CFO*******    |                    | **By** | **  */s/ Milad  Hanna*** |
|                            | ** President or Vice  President**       |                    | **Title** | ***   Sr. Vice  President*** |
|                            |                                         |                    |
| **By**                          |                                         |                    |   |
|                            | ** Secretary or Ass’t  Secretary** |                    |   |

 

 

 

 

 

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