Silicon and Borrower have entered into (i) a Loan and Security Agreement dated June 8, 1999 (the "Domestic Loan Agreement"), and (ii) a Loan and Security Agreement (Exim Program) dated June 8, 2000 (the "Exim Loan Agreement"; the Domestic Loan Agreement and the Exim Loan Agreement may be collectively referred to herein as the "Loan Agreements"), together with certain documents, instruments and agreements related to the Loan Agreements. Silicon and Borrower agree to amend the Loan Agreements (as otherwise amended, if at all) as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreements.)
Silicon. In addition, for each such account that Borrower at any time opens or maintains, Borrower shall, at Silicon's request and option, pursuant to an agreement in form and substance acceptable to Silicon, cause the depository bank or securities intermediary to agree that such account is the collateral of Silicon, and enter into a "control agreement" pursuant to the terms hereunder.
Silicon by its acceptance hereof, agrees to release the Guaranty and the Security Agreement of EIP International, Inc., provided no Event of Default has occurred under the Existing Loan Documents and is continuing.
Silicon. The interest rate applicable to the Obligations shall change on each date there is a change in the Prime Rate."
Silicon and Borrower hereby agree to amend the Loan and Security Agreement between them, dated September 28, 2001 (as amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Loan Agreement.)
Silicon. (a) E-P will sell all the Silicon-29 and Silicon-30 actually produced from the pilot plant as by-products of the production of Silicon-28 and meeting the specifications set forth on Schedule 1.1 to ISONICS for a purchase price of [**SEE COVER PAGE NOTE]. Subject to the foregoing, (i) the Silicon-29 and Silicon-30 will be delivered to ISONICS in accordance with purchase orders submitted by ISONICS from time-to-time, and will be subject to E-P's standard freight terms. (ii) In return for the right to buy these isotopes as defined further in paragraph (c), below, Isonics agrees that as an addition to the purchase price for Silicon-29 and Silicon-30, ISONICS will pay E-P a fee equal to 3% of the net revenues from all sales made by ISONICS of products incorporating Silicon-29 or Silicon-30 supplied by E-P. The term "net revenues from all sales made by ISONICS of products incorporating Silicon-29 or Silicon-30" includes the gross revenues as received during any calendar quarter by ISONICS from sales of products by ISONICS which include any amount of Silicon-29 or Silicon-30 or products derived from Silicon-29 or Silicon-30 supplied by E-P, less returns and allowances. (iii) The purchase price for Silicon-29 and Silicon-30 may be equitably adjusted to reflect E-P's increased costs if the total purchases by weight of Silicon-29 and Silicon-30 pursuant to this paragraph exceed the purchases of Silicon-28 under the following paragraph during any calendar year.
Silicon. During the RECOBA project, an on-line model for silicon refining has been developed by Cybernetica and Elkem. The model accesses process parameters directly and predicts the composition and the temperature of the silicon melt in real-time. The physical model is built on fundamental principles such as mass and energy balance, thermodynamics as well as kinetics. This model is "re-engineered" using the Cybernetia software packages for real-time, on-line application.
