EXHIBIT 10.13
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:
1. 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.
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Such termination will take effect immediately unless the parties
mutually agree otherwise."
2. 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.
3. 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
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and amend, restate and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.
4. 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.
5. 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.
6. 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: Xxxxxxx X. Xxxxx
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Title: President & COO Title: Chief Financial Officer
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