EXHIBIT 10.27
AMENDMENT NO. 1
TO
MANAGEMENT SERVICES AGREEMENT
Amendment made this 4th day of October, 1999, to be effective
as of the Effective Time (as defined below), by and between
Hologic, Inc. ("Hologic") and Vivid Technologies, Inc. (formerly
known as Vivitech, "Vivid") to the Management Services Agreement
dated as of June 22, 1989 by and between Hologic and Vivid (the
"Agreement"). Except as set forth below, the Agreement shall
remain in full force and effect. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in
the Agreement.
Preliminary Statement
WHEREAS the Agreement was entered into at the time when Vivid
was a development stage company;
WHEREAS Hologic and Vivid agree that neither party required
the protection afforded by a six-month notice to termination
provision in the Agreement;
WHEREAS Vivid and EG&G, Inc. have entered into an Agreement
and Plan of Merger dated the date hereof (the "Merger Agreement"),
pursuant to which Vivid will merge with a subsidiary of EG&G, Inc.
and become a wholly owned subsidiary of EG&G, Inc. (the "Merger");
WHEREAS the parties contemplate that the Agreement will be
terminated immediately upon the Effective Time (as defined in the
Merger Agreement);
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is being acknowledged, the parties
agree as follows:
Section 2 of the Agreement shall be deleted in its entirety and the
following substituted in its place:
"2. Term. This Agreement shall continue until terminated by
either party. Such termination will take effect
immediately unless the parties mutually agree otherwise."
This Amendment is effective only upon the occurrence of the
Effective Time. If the Merger Agreement is terminated in
accordance with Article VII thereof, this Amendment shall be null
and void. This Amendment may be amended or modified only by a
written instrument executed by Vivid and Hologic.
The Agreement, as supplemented and modified by this Amendment,
together with the other writings referred to in the Agreement or
delivered pursuant thereto which form a part thereof, contain the
entire agreement among the parties with respect to the subject
matter thereof and amend, restate and supersede all prior and
contemporaneous arrangements or understandings with respect
thereto.
Upon effectiveness of this Amendment, on and after the date hereof,
each reference in the Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each reference in
the other documents entered into in connection with the Agreement,
shall mean and be a reference to the Agreement, as amended hereby.
Except as specifically amended above, the Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
This Amendment shall be governed by and construed in accordance
with the internal laws (and not the law of conflicts) of the
Commonwealth of Massachusetts.
This Amendment may be executed in any number of counterparts and
each such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one
agreement.
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IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
HOLOGIC, INC. VIVID TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Title: President & COO Title: Chief Financial Officer
