**Exhibit 10.15**
**THIRD AMENDMENT TO LOAN AGREEMENT**
**THIS THIRD AMENDMENT TOLOAN AGREEMENT**(“Amendment”) is made effective as of October 8, 2004,between **BEI TECHNOLOGIES, INC.,**a Delaware corporation, **BEI SENSORS**& **SYSTEMS COMPANY, INC.,**aDelaware corporation (each a “Borrower” and, collectively the “Borrowers”), and **UNION BANK OFCALIFORNIA, N.A.**(“Bank”).
**RECITALS**
**A.**Borrowers are currently obligated to Bank pursuant to the terms and conditions of that certainLoan Agreement dated as of August 14, 2002 (as amended, supplemented, extended, restated, or renewedfrom time to time, “Agreement”), which obligation is further evidenced by (i) that certainPromissory Note (Base Rate) in the maximum principal amount of $25,000,000.00, dated as of December15, 2003, executed by Borrowers to the order of Bank (“Note A) , and (ii) that certain PromissoryNote Secured by Deed of Trust (Base Rate) in the original principal amount of $1,554,245.00, datedas 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 theterms 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 ThirtyFive 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 andreborrow 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 madebefore January 16, 2007, atwhich 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 recordsand such entries shall be deemed correct absent manifest error. Omission of Bank to make anysuch entries shall not discharge any Borrower of its obligation to repay in full withinterest all amounts borrowed.”
**2.**Section 1 .1..1(a) of the Agreement is amended by deleting “January 17, 2006” and bysubstituting “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 newSection 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 TwelveMillion 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-
Page 1

 

To-Term Loan in accordance with the terms of the Revolver-To-Term Note. All borrowingsof the Revolver-To-Term Loan must be made before October 14, 2006, at which time, so long asno Event of Default has occurred and is continuing, all unpaid principal under theRevolver-To-Term Loan shall be converted to a fully amortizing loan. The Revolver-To-TermLoan shall be evidenced by Bank’s standard form of commercial promissory note (the“Revolver-To-Term Note”). Bank shall enter each amountborrowed and repaid in Bank’s recordsand such entries shall be deemed correct. Omission of Bank to make any such entries shall notdischarge 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 infull force and effect, without waiver or modification. All terms defined in the Agreement shallhave the same meaning when used in this Amendment, and this Amendment and the Agreement shall beread together as one document. Where any provisions of the Agreement amended by this Amendmentappear in a promissory note tied to the Agreement, the same provisions in said promissory noteshall be deemed likewise amended.
**II.**Borrowers understand that this Amendment shall not be effective and Bank shall have noobligation to amend the Loan Documents, unless and until each of the following conditions precedenthas been satisfied not later than November 15, 2004, or waivedor deferred by Bank (in Bank’s solediscretion):
**(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 andsubstance 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 ReplacementNote shall supersede and replace Note A in its entirety, and which Replacement Note shallevidence all amounts outstanding under Note A, and such outstanding amounts to be repaid asprovided in the Replacement Note.
**(c)**Borrowers shall have executed and delivered to Bank a promissory note, in form andsubstance 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 Agreementand reaffirm all covenants set forth therein. Further, Borrowers certify that, as of the date ofthis 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 anEvent of Default.
Page 2

 

**IN WITNESS WHEREOF,**the parties hereto have caused this Amendment to become effective as ofthe 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