THIS AGREEMENT is made as of the 28th day of December, 2009, by and between ASSOCIATED BANK, NATIONAL
ASSOCIATION, a national banking association (“Bank”), and IMAGE SENSING SYSTEMS, INC., a Minnesota corporation
1. To induce Bank to enter into this Agreement, Borrower warrants and represents to Bank as
A. The Recitals set forth above are each true and correct.
B. The Loan Agreement is, and as modified herein shall be, valid, binding and enforceable.
C. Borrower has no defenses, set-offs, claims or rights of recoupment against its obligations
to pay to Bank the outstanding balance of the Line of Credit.
D. All of the representations and warranties set forth in Section 3 of the Loan Agreement are
true and correct as though made on the date of this Agreement and as though applicable to this Agreement in the
same manner as they were applicable to the Loan Agreement.
2. To provide for a new term loan to Borrower, section 2 of the Loan Agreement is hereby amended
and restated to provide in full as follows:
i. Borrower and Bank have heretofore entered into a certain Loan Agreement dated as of the 1st day of May, 2008 (the
“Loan Agreement”), pursuant to which the Bank agreed to provide to Borrower a Line of Credit of up to $5,000,000.00 and
Loan in the amount of $3,000,000.00. All capitalized terms not otherwise defined herein shall have the meanings given them in
the Loan Agreement.
ii. The Loan has been repaid and the Borrower has requested that the Bank provide a new term loan in the amount of
iii. Bank is willing to agree to the foregoing request of Borrower but only upon the terms and conditions hereinafter set