EXHIBIT 10(au)
SVB Silicon Valley Bank
A Member of SVB Financial Group
(Working Capital Line of Credit)
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Agreement”) dated as of November 16, 2009 (the “Effective Date”) is among (a) SILICON VALLEY BANK,
a California corporation (“Bank”), with its principal place of business at 3003 Tasman Drive, Santa Clara,
California 95054 with a loan production office located at One Newton Executive Park, Suite 200, 2221
Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) and (b) SPIRE CORPORATION, a
Massachusetts corporation, with its principal place of business at One Patriots Park, Bedford, Massachusetts
01730 (FAX 781-275-7470) (“Spire Corporation”), SPIRE SOLAR, INC., a Massachusetts corporation, with
its principal place of business at One Patriots Park, Bedford, Massachusetts 01730 (“Spire Solar”) (FAX 781-
275-7470), SPIRE BIOMEDICAL, INC., a Massachusetts corporation, with its principal place of business at
One Patriots Park, Bedford, Massachusetts 01730 (FAX 781-275-7470) (“Spire Biomedical”), and SPIRE
SEMICONDUCTOR, LLC, a Delaware limited liability company, with its principal place of business at 25
Sagamore Park Road, Hudson, New Hampshire 03051 (FAX 781-275-7470) (“Spire Semiconductor”) (Spire
Corporation, Spire Solar, Spire Biomedical, and Spire Semiconductor are jointly and severally, individually and
collectively, “Borrower”), and provides the terms on which Bank shall lend to Borrower, and Borrower shall
repay Bank. The parties agree as follows:
1 ACCOUNTING AND OTHER TERMS
Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and
determinations must be made following GAAP. Notwithstanding the foregoing, all financial calculations (whether
for pricing, covenants, or otherwise) shall be made with regard to Borrower only and not on a consolidated basis.
The term “