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<br />~. <br /> <br />Execution Copy <br /> <br />P ARTICIP A TION AGREEMENT <br /> <br />THIS PARTICll'ATION AGREEMENT, dated as of December 28,1994 <br />("Agreement"), by and between FIRST BANK NATIONAL ASSOCIATION, a <br />national banking association (the IIOriginator") and CITY OF ROSEVILLE, <br />MINNESOTA (the "Participant"). <br /> <br />WHEREAS, the Originator is a party to a Credit Agreement dated as of <br />January 3,1994, by and between Computype, Inc., a Minnesota corporation <br />(IIBorrower") and the Originator as amended by a First Amendment to Credit <br />Agreement dated as of December 28,1994 (as the same may be amended, restated, <br />modified or supplemented from time to time, the IICredit Agreement"), whereby <br />the Originator has agreed to make loans to the Borrower, including without <br />limitation an Equipment Loan I in one or more advances up to an aggregate <br />amount not to exceed $700,000 (IIEquipment Loan I"); and <br /> <br />WHEREAS, the obligations of Borrower under the Equipment Loan I, <br />are secured pursuant to or entitled to the benefit of the Security Agreement made by <br />the Borrower in favor of the Originator and dated as of January 3, 1994 (the <br />IIOriginator Security Agreement") and pursuant to a Security Agreement of even <br />date herewith made by the Borrower in favor of the Participant (the oParticipant <br />Security Agreement") (all such Security Agreements may be referred to herein as the <br />IlSecurity Agreements"); and <br /> <br />WHEREAS, the Originator has received a promissory note of even date <br />herewith evidencing Equipment Loan I and executed by the Borrower, a copy of <br />which is attached hereto as Exhibit A (as the same may be extended, amended, <br />restated or otherwise modified from time to time, the "Equipment Note I"); <br /> <br />NOW, THEREFORE, in consideration of the foregoing and other good <br />and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, the parties hereto hereby agree as follows: <br /> <br />I. <br />COMMITMENTS OF THE ORIGINATOR AND THE PARTICIPANT; <br />DETERMINATION OF THE PARTICIPANT'S PARTICIPATION PERCENTAGE <br /> <br />The Originator sells and grants to the Participant, and the Participant <br />purchases and accepts from the Originator, an undivided 100% interest ( the <br />J'Participation") in each amount advanced by the Originator to the Borrower <br />pursuant to Equipment Loan I existing on or made after the effective date of this <br />Agreement and until the termination date, as described in Paragraph XV hereunder. <br />The Participant's "Participation Percentage" in Equipment Loan I shall be one <br />