Waiver Agreement between Silicon Valley Bank and 3D Systems, Inc. and 3D Systems Corporation (August 11, 2006)

Summary

Silicon Valley Bank and 3D Systems, Inc. and 3D Systems Corporation have entered into an agreement where the bank waives a specific default by the borrowers related to an EBITDA covenant for the reporting period ending June 30, 2006. This waiver is granted upon payment of a $5,000 fee by the borrowers. The waiver applies only to this instance and does not affect any other terms of the original loan agreement, which remain in effect.

EX-10.2 3 a06-15198_3ex10d2.htm EX-10.2

Exhibit 10.2

[SILICON VALLEY BANK LETTERHEAD]

August 11, 2006

3D Systems Corporation
26081 Avenue Hall
Valencia, California 91355

	Re:	Silicon Valley Bank (“Bank”)/3D Systems, Inc. and 3D Systems
		Corporation (each a “Borrower” and collectively, the “Borrowers”)

Ladies and Gentlemen:

Reference is hereby made to that certain Loan and Security Agreement dated as of June 30, 2004 between Borrowers, on the one hand and Bank, on the other hand (as amended by Amendment No. 1, dated July 22, 2005 and Amendment No. 2, dated march 30, 2006, and as may be further amended from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined in this letter (“Waiver Letter”) shall have the meanings given to them in the Loan Agreement, unless otherwise defined hereunder.

An Event of Default has occurred under Section 8.2(a) of the Loan Agreement as a result of Borrowers’ violation of Section 6.8(iii) of the Loan Agreement for the reporting period ending June 30, 2006 (the “EBITDA Default”). Subject to the terms and conditions herein, Bank hereby agrees to waive the EBITDA Default, solely for the reporting period ending June 30, 2006, upon receipt of a waiver fee from Borrowers in the amount of $5,000.

The waiver set forth herein shall be effective only in this specific instance and for the specific purposes set forth herein. Such waiver does not allow for any other or further departure from the terms and conditions of the Loan Agreement or any of the other Loan Documents, which terms and conditions shall remain in full force and effect. This Waiver Letter may not be deemed to prejudice any right or remedy which Bank may now have or may have in the future under and in connection with the Loan Agreement or any Loan Document.

Please acknowledge your receipt of this Waiver Letter and acceptance of the foregoing terms and conditions by signing and dating the enclosed counterpart of this waiver letter.

	Very truly yours,

	SILICON VALLEY BANK

	By:	/s/ [ILLEGIBLE]
	Title:	Relationship Manager
	Date:	8/11/06

ACCEPTED AND AGREED:

3D SYSTEMS, INC.

By:	/s/ [ILLEGIBLE]
Title:	VP & CFO
Date:	8/11/06


3D SYSTEMS CORPORATION

By:	/s/ [ILLEGIBLE]
Title:	VP & CFO
Date:	8/11/06