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AMENDMENT NO. 2 TO REVOLVING LOAN AND SECURITY AGREEMENT
Amendment No. 2 ("Amendment") dated as of November 30, 2002 to Revolving Loan and Security Agreement dated as of
November 30, 2000 between AMERICAN SCIENCE AND ENGINEERING, INC., a Massachusetts corporation ("Borrower") and
HSBC BANK USA, a bank organized under the laws of the State of New York ("Bank").
WHEREAS, Borrower has heretofore entered into financing arrangements with Bank pursuant to the terms and conditions
of a Revolving Loan and Security Agreement dated as of November 30, 2000 between Bank and Borrower as amended by an
Amendment No. 1 to Revolving Loan and Security Agreement dated as of February 14, 2002 between Bank and Borrower
(together, the "Credit Agreement") and the Financing Agreements (as defined in the Credit Agreement);
WHEREAS, Borrower has requested and Bank is willing, subject to the terms and conditions hereof, to amend the Credit
Agreement to, among other things: (a) extend the termination date therein; and (b) reduce the commitment thereunder.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Borrower and Bank mutually
covenant, warrant and agree as follows:
SECTION 1. DEFINITIONS.
SECTION 1.1 Interpretation. For purposes of this Amendment, unless otherwise defined herein, all capitalized terms
used herein including, but not limited to, those capitalized terms used and/or defined in the recitals hereto, shall have the
respective meanings assigned to such terms in the Credit Agreement.
SECTION 2. AMENDMENT.
SECTION 2.1. Amendments to Section 1.1
(a) The definition of the term "Borrowing Capacity" in the Credit Agreement is amended by deleting the reference to