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<br />t) ,.0 SHOW CH~NGe.$ <br />M~f\KE. <br /> <br />Draft [1] ^12/8/~ <br /> <br />P ARTICIP A TION AGREEMENT <br /> <br />5 <br /> <br />10 <br /> <br />TIllS PARTICIPATION AGREEMENT, dated as of December --J 1994 <br />("Agreement"), by and between FIRST BANK NATIONAL ASSOCIATION, a <br />national banking association (the "Originator") and THE CITY OF ROSEVILLE, <br />MINNESOTA, a (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 />("Borrower") and the Originator as amended by a First Amendment to Credit <br />Agreement dated as of December -,1994 (as the same may be amended, restated, <br />1 5 modified or supplemented from time to time, the "Credit 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 ("Equipment Loan I"); and <br /> <br />20 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 />"Originator Security Agreement") and pursuant to a Security Agreement of even <br />date herewith made by the Borrower in favor of the Participant (the "Participant <br />25 Security Agreement") (all such Security Agreements may be referred to herein as the <br />"Security Agreements"); and <br /> <br />WHEREAS, the Originator has r~ceived a promissory note of even date <br />herewith evidencing Equipment Loan I and executed by the Borrower, a copy of <br />30 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 />3 5 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 />40 <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 />"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 />45 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 />