Daniel E.Wolf
Title:
Vice President
CERBERUS OFFSHORE LEVERED III LP
By:
COL III GP Inc.
Its General Partner
By:
/s/ Daniel E.Wolf
Name:
Daniel E.Wolf
Title:
Vice President
CERBERUS SWC LEVERED II LLC
By:
/s/ Daniel E.Wolf
Name:
Daniel E.Wolf
Title:
Vice President
Exhibit A
Second Amendment Letter of Credit
See attached.
Wells Fargo Bank, N.A.
U.S. Trade Services
Standby Letters of Credit
794 Davis Street, 2nd Floor
MAC A0283-023,
San Leandro, CA 94577-6922
Phone: 1(800) 798-2815 Option 1
E-Mail: 
Irrevocable Standby Letter Of Credit
Number : IS0497291U
Issue Date : March 10, 2017
BENEFICIARY:
CERBERUS BUSINESS FINANCE, LLC
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
ATTN: DANIEL WOLF AND PHILIP LINDENBAUM
APPLICANT:
ACCURAY INCORPORATED
1310 CHESAPEAKE TERRACE
SUNNYVALE, CALIFORNIA 94089
AMOUNT: USD 12,500,000.00 (UNITED STATES DOLLARS TWELVE MILLION FIVE HUNDRED
THOUSAND AND 00/100), SUBJECT TO REDUCTION AS BELOW.
DATE AND PLACE OF EXPIRATION: JANUARY 31, 2018 AT WELLS FARGO BANK, N. A.,
SUBJECT TO EXTENSION AS SET FORTH BELOW.
GENTLEMEN:
AT THE REQUEST OF ACCURAY INCORPORATED (THE "APPLICANT"), WELLS FARGO BANK, N.
A., U.S. TRADE SERVICES, STANDBY LETTER OF CREDIT, 794 DAVIS STREET, 2ND FLOOR,
SAN LEANDRO, CA 94577-6922 ('BANK"), DOES HEREBY ISSUE OUR IRREVOCABLE STANDBY
LETTER OF CREDIT NO. IS0497291U IN FAVOR OF CERBERUS BUSINESS FINANCE, LLC (THE
"BENEFICIARY") IN AN AMOUNT EQUAL TO UNITED STATES DOLLARS TWELVE MILLION FIVE
HUNDRED THOUSAND AND 00/100 (USD 12,500,000.00). THIS LETTER OF CREDIT IS
EFFECTIVE IMMEDIATELY. THIS LETTER OF CREDIT EXPIRES AT OUR CLOSE OF BUSINESS ON
JANUARY 31, 2018, SUBJECT TO EXTENSIONS AS SET FORTH BELOW. THE TERM
"BENEFICIARY" INCLUDES ANY SUCCESSOR BY OPERATION OF LAW OF THE NAMED
BENEFICIARY, INCLUDING ANY SUCCESSOR UNDER RULE 612 OF ISP 98.
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY
EXTENDED WITHOUT AMENDMENT FOR ADDITIONAL ONE YEAR PERIODS FROM THE PRESENT OR
ANY FUTURE EXPIRATION DATE HEREOF, UNLESS AT LEAST FORTY FIVE (45) DAYS BEFORE
ANY SUCH EXPIRATION DATE WE NOTIFY THE BENEFICIARY IN WRITING BY OVERNIGHT
COURIER AT THE ADDRESS ABOVE THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT
FOR SUCH ADDITIONAL PERIOD. IN NO EVENT SHALL THIS LETTER OF CREDIT BE EXTENDED
BEYOND JANUARY 11, 2021 WHICH WILL BE CONSIDERED THE FINAL EXPIRATION DATE. ANY
REFERENCE TO A FINAL EXPIRATION DATE DOES NOT IMPLY THAT WE ARE OBLIGATED TO
EXTEND THE EXPIRATION DATE BEYOND THE INITIAL OR ANY EXTENDED DATE THEREOF.
UPON RECEIPT BY THE BENEFICIARY OF SUCH NOTICE, THE BENEFICIARY MAY DRAW ON US
HEREUNDER
Each page of this document is an integral part
of this Irrevocable Standby Letter of Credit Number 150497291U
1
FOR THE FULL AMOUNT OF THIS LETTER OF CREDIT.
FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO THE BENEFICIARY UPON
PRESENTATION TO US OF A SIGHT DRAFT IN THE FORM OF EXHIBIT A ATTACHED HERETO
(THE "SIGHT DRAFT"), ACCOMPANIED BY A CERTIFICATE IN THE FORM AS ANY OF
EXHIBIT B OR EXHIBIT C ATTACHED HERETO (THE "DRAWING CERTIFICATE," AND TOGETHER
WITH