Exhibit 10.24
PARTICIPATION AGREEMENT
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FIRST AMENDMENT
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This First Amendment is made as of April 30, 1997 by and between USTRUST, a
Massachusetts Trust Company ("UST") and CORESTATES BANK, N.A., a national
banking association (the "Participant").
WHEREAS, UST and the Participant entered into a Participation Agreement
dated June 25, 1996 in connection with a $15,000,000 loan facility pursuant to
the terms of a Loan Agreement dated June 25, 1996 (the "Loan Agreement") by and
among UST and Xxxxxx Automation Inc., Xxxxxx Automation Canada Corp., Xxxxxx
Automation K.K., Xxxxxx Automation Ltd. and Xxxxxx Automation Massachusetts
Securities Corp. (collectively, the "Borrower"); and
WHEREAS, the Borrower and UST have herewith executed a First Amendment to
the Loan Agreement which provides for an extension of the Loan.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein and of those contained in the
Participation Agreement and of the faithful performance of said covenants and
agreements, UST and the Participant covenant, agree, represent and warrant as
follows:
1. Terms. Terms defined in the Participation Agreement are used herein as
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so defined unless otherwise specifically stated herein.
2. Representations and Warranties. UST and the Participant each hereby
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affirm and restate as of the date thereof and hereof each of their
respective representations, warranties and covenants contained in the
Participation Agreement.
3. Amendment. The next to the last sentence in Section 1 on page 2 of the
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Participation Agreement is amended and shall hereafter read as follows:
"The Loan is to continue until the earlier to occur of (a) a Default as
defined in the Loan Agreement or (b) the Termination Date under the Loan
Agreement which is December 31, 1998."
4. Except as specifically amended hereby, all of the terms and provisions
of the Participation Agreement shall remain in full force and effect.
5. This First Amendment shall be binding upon and inure to the benefit of
the parties hereto, their successors and assigns.
EXECUTED as an instrument under seal as of the date first above written.
USTRUST CORESTATES BANK, N.A.
By:/s/ Xxxxxx X. Xxxxxxxx By:/s/ R. Xxxxxx Xxxxx
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Xxxxxx X. Xxxxxxxx, Vice President R. Xxxxxx Xxxxx, Vice President
