SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
This Second Amendment to Revolving Credit and Term Loan Agreement (the “Amendment”) is made as
of the th day of March, 2002 by and among
MFIC Corporation (the “Borrower”), a Delaware corporation with its principal executive offices at 30
Ossipee Road, Newton, Massachusetts 02464; and
PNC Bank, N.A., a national banking association (the “Lender”) with a place of business at 70 East 55 th
Street, 14 th floor, New York, New York 10022;
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
W I T N E S S E T H:
WHEREAS, the Borrower and National Bank of Canada (“NBC”) entered into a certain Revolving
Credit and Term Loan Agreement dated as of February 28, 2000 (as amended in effect, the “Loan
WHEREAS, NBC has assigned all of its right, title and interest in and to the Loan Agreement and the
documents, instruments and agreements executed and delivered in connection therewith to the Lender; and
WHEREAS, certain Events of Default have occurred under the Loan Agreement, and the Borrower has
requested that the Lender waive such Events of Default and otherwise modify and amend certain provisions of
the Loan Agreement; and
WHEREAS, the Lender has agreed to waive such Events of Default and otherwise modify and amend
certain provisions of the Loan Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. Definitions .
(a) All capitalized terms used herein and not otherwise defined shall have the same
meanings herein as in the Loan Agreement.
(b) Section 1 of the Loan Agreement is hereby amended by inserting the following definition
“ Consolidated Pre-Tax Net Income (or Deficit ). With respect to any fiscal