0001104659-05-032468 Sample Contracts

CREDIT AGREEMENT
Credit Agreement • July 14th, 2005 • Iteris, Inc. • Communications equipment, nec • California

THIS AGREEMENT is entered into as of May 27, 2004, by and between ITERIS, INC., a Delaware corporation (“Borrower’), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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WELLS FARGO SECURITY AGREEMENT EQUIPMENT
Wells Fargo   Security Agreement • July 14th, 2005 • Iteris, Inc. • Communications equipment, nec • Delaware
WELLS FARGO TERM NOTE
Iteris, Inc. • July 14th, 2005 • Communications equipment, nec • California

FOR VALUE RECEIVED, the undersigned Iteris, Inc. (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at Orange County RCBO, 2030 Main Street, Suite #900, Irvine, CA 92614, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of $5,000,000.00, with interest thereon as set forth herein.

WELLS FARGO CONTINUING SECURITY AGREEMENT RIGHTS TO PAYMENT AND INVENTORY
Iteris, Inc. • July 14th, 2005 • Communications equipment, nec • Delaware
ASSUMPTION AND AMENDMENT AGREEMENT
Assumption and Amendment Agreement • July 14th, 2005 • Iteris, Inc. • Communications equipment, nec • California

This Assumption Agreement (“Agreement”), dated as of October 20, 2004, is made by and between Wells Fargo Bank, National Association (“Bank”) and Iteris Holdings, Inc., a Delaware corporation (“Holdings”), successor by merger to Iteris, Inc., a Delaware corporation (“Original Borrower”).

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