AMENDMENT NO. 2 TO LOAN AND CREDIT AGREEMENT AND TERM NOTE
This Amendment is made as of August 10, 1995, to the Loan and Credit Agreement dated June 29, 1993, as
amended by Amendment No. 1 to Loan and Credit Agreement dated June 13, 1994 (as amended, the
"Agreement"), among Medar, Inc., a Michigan corporation ("Medar"), Automatic Inspection Devices, Inc., an
Ohio corporation ("Automatic") and NBD Bank (successor to NBD Bank, N.A.), a Michigan banking
corporation (the "Bank"). This Amendment also amends the Term Note dated June 29, 1993 ("Term Note")
from Medar to the Bank in the original principal amount of $2,500,000.
A. The Bank has agreed to extend a revolving credit facility to Medar, Automatic and Intergral Vision Ltd.
pursuant to a Revolving Credit and Loan Agreement being executed simultaneously herewith ("Revolving Credit
Agreement"). Such revolving credit facility replaces the prior authorizations given to Medar and Automatic.
B. The Bank has also agreed to extend an equipment loan facility to Medar and Automatic pursuant to the terms
of the Revolving Credit Agreement.
C. Medar, Automatic and the Bank have agreed to amend the Agreement to conform certain covenants of the
parties to the Revolving Credit Agreement and to amend the interest rate under the Term Note.
THEREFORE, the parties agree as follows:
1. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
2. The Term Note evidencing the indebtedness of Medar under Facility A is hereby amended to delete the clause
"of one fourth of one percent (1/4%) per annum more than the rate" from the first paragraph of the Term Note so
that effective May 12, 1995, the Note Rate as defined in the Term Note will be the Bank's prime rate as
announced from time to time.
3. Facility D is terminated.
4. Sections 5.3(A), (B) and (C) are hereby deleted in their entirety and replaced with the following:
(A) The Borrowers shall not violate Sections 6.2(a) or (b) o