REVOLVING LOAN NOTE
This First Amendment is made as of April 30, 1997 by and among BROOKS
AUTOMATION, INC., BROOKS AUTOMATION CANADA CORP., BROOKS AUTOMATION K.K.,
BROOKS AUTOMATION LTD. and BROOKS AUTOMATION MASSACHUSETTS SECURITIES
(collectively, the "Borrower") and USTRUST, (the "Lender").
WHEREAS, the Borrower executed and delivered its $15,000,000 Revolving Loan Note dated June 25, 1996
and payable to the Lender (the "Note") in connection with that certain Loan Agreement by and between the
Borrower and the Lender dated June 25, 1996 (the "Loan Agreement"); and
WHEREAS, the Borrower and the Lender have herewith executed a First Amendment to the Loan Agreement
which provides for an extension of the Revolving Loan.
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties
contained herein and of those contained in the Note and the Loan Agreement and of the faithful performance of
said covenants and agreements, the Borrower and the Lender covenant, agree, represent and warrant as follows:
1. Terms. Terms defined in the Note are used herein as so defined unless otherwise specifically stated herein.
2. Representations and Warranties. In order to induce the Lender to enter into this First Amendment and to
consent to the amendment of the Note, the Borrower hereby affirms and restates as of the date thereof and
hereof each of the representations, warranties and covenants of the Borrower contained in the Note and the Loan
3. Amendment. The first sentence in the fifth paragraph on page 1 of the Note is amended and shall hereafter
read as follows:
"This Note is issued under and pursuant to the terms of a Loan Agreement dated as of June 25, 1996, as
amended by a First Amendment dated April 30, 1997 (as amended, the "Loan Agreement") between the
Borrower and the Lender to which Loan Agreement reference is hereby made for a statement of such terms and
the respective rights of the Borrower and