IROBOT CORP - FORM 10-K - EX-10.31 - EX-10.31 SECOND AMENDMENT TO NOTE BY AND BETWEEN THE REGISTRANT AND BANK OF AMERICA, N.A., DATED FEBRUARY 12, 2010

Attached files

file	filename
10-K - IROBOT CORPORATION - IROBOT CORP	b78703e10vk.htm
EX-32.1 - EX-32.1 SECTION 906 CERTIFICATION OF CEO & CFO - IROBOT CORP	b78703exv32w1.htm
EX-10.7 - EX-10.7 LEASE AGREEMENT BETWEEN THE REGISTRANT AND BURLINGTON CROSSING OFFICE LLC FOR PREMISES LOCATED AT 63 SOUTH AVENUE, BURLINGTON, MASSACHUSETTS, DATED AS OF OCTOBER 29, 2002, AS AMENDED - IROBOT CORP	b78703exv10w7.txt
EX-23.1 - EX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP - IROBOT CORP	b78703exv23w1.htm
EX-31.2 - EX-31.2 SECTION 302 CERTIFICATION OF CFO - IROBOT CORP	b78703exv31w2.htm
EX-31.1 - EX-31.1 SECTION 302 CERTIFICATION OF CEO - IROBOT CORP	b78703exv31w1.htm
EX-10.30 - EX-10.30 THIRD AMENDMENT TO CREDIT AGREEMENT BY AND BETWEEN THE REGISTRANT AND BANK OF AMERICA, N.A., DATED FEBRUARY 12, 2010 - IROBOT CORP	b78703exv10w30.htm

Exhibit 10.31

SECOND AMENDMENT TO NOTE

This Second Amendment to Note (the “Second Amendment”) is made as of this 12 day of February, 2010 by and between Bank of America, N.A. (the “Bank”) having an office located at 100 Federal Street, Boston, Massachusetts 02110 and iRobot Corporation (the “Borrower”), a Delaware corporation having an office at 8 Crosby Drive, Bedford, Massachusetts 01730 to that certain Note dated June 5, 2007 executed by the Borrower in favor of the Bank (as amended, the “Note”). Any capitalized terms not otherwise defined herein shall have the same meanings designated in the Note.

W I T N E S S E T H:

WHEREAS, the Borrower did on June 5, 2007 execute, seal and deliver to the Bank the Note; and

WHEREAS, the Borrower has requested that the Bank decrease the maximum principal of the Note;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of whereof is hereby acknowledged, it is hereby agreed by and between the Borrower and the Bank as follows:

1.		The Note is hereby amended by replacing where applicable the references to “Forty Five Million Dollars” and “$45,000,000.00” with “Forty Million Dollars” and “$40,000,000.00”.

2.		The Note, as amended hereby, shall remain in full force and effect and all terms hereof are hereby ratified and confirmed by the Borrower. Except for specifically provided herein, all other terms and conditions of the Note shall remain in full force and effect.

3.		The Borrower by its execution of this Second Amendment in the space provided below, represents, warrants and agrees that the Borrower has no claims, defenses, counterclaims or offsets against the Bank through the date of this Second Amendment in connection with the Note or any of the other documents executed in connection therewith and, to the extent that any such claim, defense, counterclaim or offset may exist, the Borrower by its execution of this Second Amendment in the space provided below, hereby affirmatively WAIVES and RELEASES the Bank from same.

4.		This Second Amendment shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

5.		Any and all references to the Note and any instrument previously and now hereafter executed by the Borrower shall be deemed to refer to the Note as amended by this

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Second Amendment and any future amendments hereafter entered into between the Borrower and the Bank.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date and year first above written as a sealed instrument.


WITNESS:	iROBOT CORPORATION
/s/ Paul Tavalone

	By:	/s/ John Leahy

	Title:	Chief Financial Officer

	BANK OF AMERICA, N.A.

	By:	/s/ Richard Macdonald

	Title:	Senior Vice President

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