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Standby Letter of Credit Agreement

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Title:

Standby Letter of Credit Agreement

Entities:

ADE Corp.; Fleet National Bank; Bank of New York; Bingham McCutchen

Date:

2004

Size:

113KB total

Price:

$55

ID:

#1176178

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STANDBY LETTER OF CREDIT AGREEMENT

Dated as of July 22, 2004

between

ADE CORPORATION

and

FLEET NATIONAL BANK

TABLE OF CONTENTS


1.	DEFINITIONS AND RULES OF INTERPRETATION			1
	1.1.	Definitions		1
	1.2.	Rules of Interpretation		11

2.	LETTERS OF CREDIT			12
	2.1.	Letter of Credit Commitments		12
		2.1.1.	Commitment to Issue Letters of Credit	12
		2.1.2.	Letter of Credit Applications	12
		2.1.3.	Terms of Letters of Credit	13
	2.2.	Reimbursement Obligation of the Borrower		13
	2.3.	Letter of Credit Payments		14
	2.4.	Obligations Absolute		14
	2.5.	Reliance by Issuer		14
	2.6.	Letter of Credit Fee		14
	2.7.	Evergreen Provision; Extension of Maturity Date		15

3.	CERTAIN GENERAL PROVISIONS			15
	3.1.	Funds for Payments		15
		3.1.1.	Payments to Lender	15
		3.1.2.	No Offset, etc	15
	3.2.	Computations		16
	3.3.	Additional Costs, etc		16
	3.4.	Certificate		17

4.	GUARANTIES			17

5.	REPRESENTATIONS AND WARRANTIES			18

6.	AFFIRMATIVE COVENANTS			20

7.	CERTAIN NEGATIVE COVENANTS			22

8.	FINANCIAL COVENANTS			25
	8.1.	Leverage Ratio		25
	8.2.	Quick Ratio		25
	8.3.	Consolidated Tangible Net Worth		25

9.	CLOSING CONDITIONS			25
	9.1.	Loan Documents		25
	9.2.	IDA Bond Documents		25
	9.3.	Certified Copies of Governing Documents		25
	9.4.	Corporate or Other Action		25
	9.5.	Incumbency Certificate		26
	9.6.	UCC Search Results		26
	9.7.	Opinion of Counsel		26
	9.8.	Payment of Fees		26


10.	CONDITIONS TO ALL ISSUANCES OF LETTERS OF CREDIT			26
	10.1.	Representations True; No Event of Default		26
	10.2.	No Legal Impediment		26
	10.3.	Proceedings and Documents		27
	10.4.	Governmental Regulation		27

11.	EVENTS OF DEFAULT; ACCELERATION; ETC			27
	11.1.	Events of Default and Acceleration		27
	11.2.	Termination of Commitment		29
	11.3.	Remedies		30

12.	SUCCESSORS AND ASSIGNS			30
	12.1.	General Conditions		30
	12.2.	Miscellaneous Assignment Provisions		30

13.	PROVISIONS OF GENERAL APPLICATIONS			31
	13.1.	Setoff		31
	13.2.	Expenses		31
	13.3.	Indemnification		32
	13.4.	Treatment of Certain Confidential Information		32
		13.4.1.	Confidentiality	32
		13.4.2.	Prior Notification	33
		13.4.3.	Other	33
	13.5.	Survival of Covenants, Etc		33
	13.6.	Notices		34
	13.7.	Governing Law		34
	13.8.	Headings		35
	13.9.	Counterparts		35
	13.10.	Entire Agreement, Etc		35
	13.11.	Waiver of Jury Trial		35
	13.12.	Consents, Amendments, Waivers, Etc		35
	13.13.	Severability		36
	13.14.	USA Patriot Act		36

-ii-

The following exhibits and schedules have been omitted and will be supplementally furnished to the Securities and Exchange Commission upon request.

Exhibits


Exhibit A		Form of Compliance Certificate

Schedules


Schedule 5(f)		Litigation
Schedule 5(o)		Subsidiaries Etc.
Schedule 7(a)		Existing Indebtedness
Schedule 7(b)		Existing Liens
Schedule 7(c)		Existing Investments

STANDBY LETTER OF CREDIT AGREEMENT

This STANDBY LETTER OF CREDIT AGREEMENT is made as of July 22, 2004, by and among ADE CORPORATION (the Borrower), a Delaware corporation having its principal place of business at 80 Wilson Way, Westwood, Massachusetts 02090, and FLEET NATIONAL BANK, a national banking association.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. Definitions. The following terms shall have the meanings set forth in this 1 or elsewhere in the provisions of this Credit Agreement referred to below:

Accounts Receivable. All rights of the Borrower or any of the Guarantors to payment for goods sold, leased or otherwise marketed in the ordinary course of business and all rights of the Borrower or any of the Guarantors to payment for services rendered in the ordinary course of business and all sums of money or other proceeds due thereon pursuant to transactions with account debtors, except for that portion of the sum of money or other proceeds due thereon that relate to sales, use or property taxes in conjunction with such transactions, recorded on books of account in accordance with GAAP.

Affiliate. Any Person which, directly or indirectly, controls, is controlled by or is under common control with the Borrower. Control of the Borrower means the power, directly or indirectly, (a) to vote twenty percent (20%) or more of the Capital Stock (on a fully diluted basis) of the Borrower having ordinary voting power for the election of directors, managing members or general partners (as applicable); or (b) to materially direct or cause the direction of the management and policies of the Borrower (whether by contract or otherwise).

Balance Sheet Date. April 30, 2004.

Base Rate. The higher of (a) the variable annual rate of interest so designated from time to time by the Lender as its prime rate, such rate being a reference rate and not necessarily representing the lowest or best rate being charged to any customer, and (b) one-half of one percent (1/2%) above the Federal Funds Effective Rate. For the purposes of this definition, Federal Funds Effective Rate shall mean for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Lender from three funds brokers of recognized standing selected by the Lender. Changes in the Base Rate resulting from any changes in the Lenders prime rate shall take place immediately without notice or demand of any kind.

Bondholder. GE Capital Preferred Asset Corporation, and any permitted successors and/or assigns under the IDA Bond Documents.

Borrower. As defined in the preamble hereto.

Business Day. Any day other than a Saturday or a Sunday on which banking institutions in Boston, Massachusetts, are open for the transaction of banking business.

Capitalized Leases. Leases under which the Borrower or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

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