FIRST
      AMENDMENT

    TO

    AMENDED
      AND RESTATED LOAN AGREEMENT

    


    THIS
      FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
      (this
“Amendment”)
      is
      entered into as of the ___ day of November, 2008, by and between FARO
      TECHNOLOGIES, INC.,
      a
      Florida corporation (“Borrower”),
      and
SUNTRUST
      BANK,
      a
      Georgia banking corporation (“Bank”)
      for
      the purpose of amending the Amended and Restated Loan Agreement dated as of
      July
      11, 2006, between Borrower and Bank (the “Original
      Agreement”).

    


    W
      I T N E S S E T H:

     

    WHEREAS,
      Borrower has asked Bank agree to certain modifications to the terms of the
      Original Agreement, and Bank is willing to agree to modifications as set forth
      in this Amendment;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements contained herein, and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      expressly acknowledged, the parties hereto hereby agree as follows:

    


    1. Definitions.
      The
      following terms shall have the respective meanings as follows:

    


    “Agreement,”
as
      used herein and in the Original Agreement, shall mean the Original Agreement
      as
      amended by this Amendment.

     

    2. Amendment
      to Section 6.05 of the Original Agreement.
      Section
      6.05 of the Original Agreement is hereby amended to read in its entirety as
      follows:

    


    Section
      6.05 Dividends.
      Except
      with respect to Dividends payable to Borrower, declare or pay any Dividends;
      or
      purchase, redeem, retire, or otherwise acquire for value any of its capital
      stock now or hereafter outstanding, or allocate or otherwise set apart any
      sum
      for the payment of any Dividends, or for the purchase, redemption, or retirement
      of any shares of its capital stock. Notwithstanding the foregoing: 

    


    (a) Borrower
      is permitted to pay or distribute Dividends to its shareholders provided that
      Borrower has satisfied (and is projected to continue satisfying) the financial
      covenants set forth in Section 5.13, and no other Default or Event of Default
      has occurred or is continuing, or would result from the making
      thereof.

    


    (b) So
      long
      as no Default or Event of Default has occurred and is continuing or would result
      therefrom, Borrower may make payments for the repurchase of outstanding capital
      stock of Borrower in an aggregate amount not to exceed $50,000,000 during the
      term of this Agreement.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    3. Limited
      Scope.
      Except
      as expressly amended hereby, all provisions of the Original Agreement shall
      remain in full force and effect.

    


    4. Governing
      Law.
      This
      Amendment shall be construed and enforced in accordance with, and the rights
      of
      the parties shall be governed by, the laws of the State of Florida applicable
      to
      agreements made and to be performed wholly within the State of Florida without
      reference to the conflicts of law provisions thereof that may cause the
      application of the laws of another jurisdiction. 

    


    5. Counterparts.
      This
      Amendment may be executed in multiple counterparts, all of which shall
      constitute one and the same instrument and each of which shall be deemed an
      original.

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be executed by their respective officers
      thereunto duly authorized, as of the date first above written.

     

    
      	
              WITNESSES:

            	 	
              “BORROWER”

            
	 	 	 	 
	 	 	
              FARO
                TECHNOLOGIES, INC., a Florida

              corporation

            
	 	 	 	 
	    
	 	
              By:
                

            	    

	
              Print
                Name:____________________________________

            	 	 	
              Jay
                W. Freeland

            
	 	 	 	
              President
                and Chief Executive Officer

            
	 	 	 	 
	    
	 	
               

            	
              (CORPORATE
                SEAL)

            
	
              Print
                Name:____________________________________

            	 	
               

            	 
	
              Two
                witnesses as to Borrower

            	 	 	 
	 	 	 	 
	 	 	
              “BANK”

            
	 	 	 	 
	 	 	
              SUNTRUST
                BANK

            
	 	 	 	 
	 	 	 	 
	    
	 	
              By:
                

            	    

	
              Print
                Name:____________________________________

            	 	 	
              Andrew
                Lee

            
	 	 	 	
              First
                Vice President

            
	 	 	 	 
	    
	 	
               

            	 
	
              Print
                Name:____________________________________

            	 	
               

            	 
	
              Two
                witnesses as to Bank

            	 	 	 


    

     

     

     

    
      
         

      

      
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