exv10w15



 





Exhibit 10.15



THIRD AMENDMENT TO LOAN AGREEMENT



THIS THIRD AMENDMENT TO
LOAN AGREEMENT (“Amendment”) is made effective as of October 8, 2004,
between BEI TECHNOLOGIES, INC., a Delaware corporation, BEI SENSORS & SYSTEMS COMPANY, INC., a
Delaware corporation (each a “Borrower” and, collectively the “Borrowers”), and UNION BANK OF
CALIFORNIA, N.A. (“Bank”).




RECITALS



A. Borrowers are currently obligated to Bank pursuant to the terms and conditions of that certain
Loan Agreement dated as of August 14, 2002 (as amended, supplemented, extended, restated, or renewed
from time to time, “Agreement”), which obligation is further evidenced by (i) that certain
Promissory Note (Base Rate) in the maximum principal amount of $25,000,000.00, dated as of December
15, 2003, executed by Borrowers to the order of Bank (“Note A) , and (ii) that certain Promissory
Note Secured by Deed of Trust (Base Rate) in the original principal amount of $1,554,245.00, dated
as of December 15, 2003, executed by Borrowers to the order of Bank (“Note B).



B. Borrowers and Bank mutually desire to amend the Agreement to reflect certain changes in the
terms and conditions set forth therein.



NOW, THEREFORE, the parties hereto agree as follows:



1. Section 1 .1 .1 of the Agreement is deleted and replaced with the following:





“1.1.1 The Revolving Loan. Bank will loan to Borrowers an amount not to exceed Thirty
Five Million and No/l00 Dollars ($35,000,000.00) outstanding in the aggregate at any one time
(the “Revolving Loan”). The proceeds of the Revolving Loan shall be used for Borrowers’
general working capital and other general corporate purposes. Borrowers may borrow, repay and
reborrow all or part of the Revolving Loan in accordance with the terms of the Revolving Note
(defined below). All borrowings of the Revolving Loan must be made
before January 16, 2007, at
which time all unpaid principal and interest of the Revolving Loan shall be due and payable.
The Revolving Loan shall be evidenced by Bank’s standard form of commercial promissory note
(the “Revolving Note”). Bank shall enter each amount borrowed and repaid in Bank’s records
and such entries shall be deemed correct absent manifest error. Omission of Bank to make any
such entries shall not discharge any Borrower of its obligation to repay in full with
interest all amounts borrowed.”


2. Section 1 .1
..1(a) of the Agreement is amended by deleting “January 17, 2006” and by
substituting “January 16, 2007”.



3. Section 1.1
..1(b) of the Agreement is amended by deleting “January 17, 2006” and by substituting
“January 16, 2007”.



4. The following new
Section 1.1.3 is added to the Agreement immediately after Section 1.1.2:





“1.1.3 The Revolver-To-Term Loan. Bank will loan to Borrower an amount not to exceed Twelve
Million Dollars ($12,000,000) outstanding in the aggregate at any one time (the
“Revolver-To-Term Loan”) to finance the acquisition of Newall Measurement Systems Limited.
Borrower may borrow, repay and reborrow all or part of the Revolver-



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To-Term Loan in accordance with the terms of the Revolver-To-Term Note. All borrowings
of the Revolver-To-Term Loan must be made before October 14, 2006, at which time, so long as
no Event of Default has occurred and is continuing, all unpaid principal under the
Revolver-To-Term Loan shall be converted to a fully amortizing loan. The Revolver-To-Term
Loan shall be evidenced by Bank’s standard form of commercial promissory note (the
“Revolver-To-Term Note”). Bank shall enter each amount
borrowed and repaid in Bank’s records
and such entries shall be deemed correct. Omission of Bank to make any such entries shall not
discharge Borrower of its obligation to repay in full with interest all amounts borrowed.”



GENERAL AMENDMENT PROVISIONS



I. Except as specifically provided herein, all terms and conditions of the Agreement remain in
full force and effect, without waiver or modification. All terms defined in the Agreement shall
have the same meaning when used in this Amendment, and this Amendment and the Agreement shall be
read together as one document. Where any provisions of the Agreement amended by this Amendment
appear in a promissory note tied to the Agreement, the same provisions in said promissory note
shall be deemed likewise amended.



II. Borrowers understand that this Amendment shall not be effective and Bank shall have no
obligation to amend the Loan Documents, unless and until each of the following conditions precedent
has been satisfied not later than November 15, 2004, or waived
or deferred by Bank (in Bank’s sole
discretion):





(a) Borrowers shall have executed and delivered to Bank this Amendment.




(b) Borrowers shall have executed and delivered to Bank a promissory note, in form and
substance satisfactory to Bank in the maximum principal amount of Thirty Five Million Dollars
($35,000,000), dated as of the date of this Amendment (“Replacement Note”), which Replacement
Note shall supersede and replace Note A in its entirety, and which Replacement Note shall
evidence all amounts outstanding under Note A, and such outstanding amounts to be repaid as
provided in the Replacement Note.




(c) Borrowers shall have executed and delivered to Bank a promissory note, in form and
substance satisfactory to Bank in the maximum principal amount of Twelve Million Dollars
($12,000,000), dated as of the date of this Amendment (“Revolver-To-Term Note”).


III. Borrowers hereby confirm all representations and warranties contained in the Agreement
and reaffirm all covenants set forth therein. Further, Borrowers certify that, as of the date of
this Amendment, there exists no Event of Default as defined in the Agreement, nor any condition,
act or event which with the giving of notice or the passage of time or both would constitute an
Event of Default.




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to become effective as of
the date and year first written above.




	 	 	 	 	 	 	 
	BORROWERS	 	BANK
	 
	 	 	 	 	 	 
	BEI TECHNOLOGIES, INC.	 	UNION BANK OF CALIFORNIA, N.A.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Charles Crocker
	 	By:	 	/s/ Ryan Bradley
	

	 	
 
	 	 	 	
 
	

	 	Charles Crocker

Chairman of the Board/CEO
	 	 	 	Ryan Bradley

Vice President
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert R. Corr	 	 	 	 
	

	 	
 	 	 	 	 
	

	 	Robert R. Corr

Secretary/Treasurer	 	 	 	 
	 
	 	 	 	 	 	 
	BEI SENSORS & SYSTEMS COMPANY, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Charles Crocker	 	 	 	 
	

	 	
 	 	 	 	 
	

	 	Charles Crocker

Chairman of the Board	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert R. Corr	 	 	 	 
	

	 	
 	 	 	 	 
	

	 	Robert R. Corr

Secretary/Treasurer	 	 	 	 







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