Exhibit 10.23
REVOLVING LOAN NOTE
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FIRST AMENDMENT
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This First Amendment is made as of April 30, 1997 by and among XXXXXX
AUTOMATION, INC., XXXXXX AUTOMATION CANADA CORP., XXXXXX AUTOMATION K.K., XXXXXX
AUTOMATION LTD. and XXXXXX AUTOMATION MASSACHUSETTS SECURITIES CORP.
(collectively, the "Borrower") and USTRUST, (the "Lender").
WHEREAS, the Borrower executed and delivered its $15,000,000 Revolving Loan
Note dated June 25, 1996 and payable to the Lender (the "Note") in connection
with that certain Loan Agreement by and between the Borrower and the Lender
dated June 25, 1996 (the "Loan Agreement"); and
WHEREAS, the Borrower and the Lender have herewith executed a First
Amendment to the Loan Agreement which provides for an extension of the Revolving
Loan.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein and of those contained in the
Note and the Loan Agreement and of the faithful performance of said covenants
and agreements, the Borrower and the Lender covenant, agree, represent and
warrant as follows:
1. Terms. Terms defined in the Note are used herein as so defined unless
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otherwise specifically stated herein.
2. Representations and Warranties. In order to induce the Lender to enter
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into this First Amendment and to consent to the amendment of the Note,
the Borrower hereby affirms and restates as of the date thereof and
hereof each of the representations, warranties and covenants of the
Borrower contained in the Note and the Loan Agreement.
3. Amendment. The first sentence in the fifth paragraph on page 1 of the
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Note is amended and shall hereafter read as follows:
"This Note is issued under and pursuant to the terms of a Loan Agreement
dated as of June 25, 1996, as amended by a First Amendment dated April
30, 1997 (as amended, the "Loan Agreement") between the Borrower and the
Lender to which Loan Agreement reference is hereby made for a statement
of such terms and the respective rights of the Borrower and the holder
of this Note; which Loan Agreement by reference thereto is made a part
hereof to the same and full extent as if set out and incorporated
herein."
4. Except as specifically amended hereby, all of the terms and provisions
of the Note shall remain in full force and effect.
5. This First Amendment shall be binding upon and inure to the benefit to
the parties hereto, their successors and assigns.
EXECUTED as an instrument under seal after the date first above written.
USTRUST XXXXXX AUTOMATION, INC.
By:/s/ Xxxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxxx, Vice President
XXXXXX AUTOMATION CANADA
CORP.
By:/s/ Xxxxxxx X. Xxxxxx
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XXXXXX AUTOMATION K.K.
By:/s/ Xxxxxxx X. Xxxxxx
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XXXXXX AUTOMATION
MASSACHUSETTS
SECURITIES CORP.
By:/s/ Xxxxxxx X. Xxxxxx
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XXXXXX AUTOMATION LTD.
By:/s/ Xxxxxxx X. Xxxxxx
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