ASYST TECHNOLOGIES INC /CA/
EXHIBIT 10.37
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>6
<FILENAME>f82456exv10w37.txt
<DESCRIPTION>EXHIBIT 10.37
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.37

                                    EXHIBIT B

                              AMENDED AND RESTATED
                             SECURED PROMISSORY NOTE

$450,000.00                                                       April 12, 2002


THIS AMENDED AND RESTATED SECURED PROMISSORY NOTE (this "NOTE") is made this 12
day of April, 2002, by DENNIS RAYMOND RICCIO ("EMPLOYEE") and BRENDA ELLEN
RICCIO (together with Employee, collectively, "MAKER"), in favor of ASYST
TECHNOLOGIES, INC., a California corporation ("LENDER"), with reference to the
following facts:

        This Amended and Restated Secured Promissory Note re-evidences, amends,
restates and supersedes in its entirety but does not in any way satisfy nor
discharge the outstanding indebtedness owed under that certain Secured
Promissory Note, dated February 1, 1999 (the "ORIGINAL NOTE"), in the principal
amount of $450,000.00 made by Maker and payable to the order of Lender. The
Original Note, as amended and re-evidenced and restated by this amended note is
referred to herein as "NOTE."

                                    RECITALS

        A. Maker executed Original Note evidencing a loan in the original
principal amount of $450,000.00, which Original Note was secured by a Deed of
Trust dated as of February 1, 1999, executed by Maker, as trustor, in favor of
Lender, as beneficiary (the "DEED OF TRUST").

        B. In connection with a separate agreement between them of even date
herewith, Maker and Lender have agreed to amend the term of the loan evidenced
by the Original Note (such loan, as amended hereby, referred to herein as the
"LOAN"), provided Maker executes this Note and complies with the other terms and
conditions contained herein.


                                    AGREEMENT

        FOR VALUE RECEIVED, Maker hereby unconditionally promises to pay to the
order of Lender at 48761 Kato Road, Fremont, California 94538, Attention:
Geoffrey Ribar, or at such other place as the holder hereof may from time to
time designate in writing, in lawful money of the United States of America and
in immediately available funds, the principal amount of Four Hundred Fifty
Thousand Dollars ($450,000.00) together with interest accrued on the unpaid
principal in accordance with the terms hereof.

        1.     SECURITY.

            (a) This Note is secured by a Second Deed of Trust With Assignment
of Rents dated of even date herewith, executed by Maker in favor of Lender, as
beneficiary (as the same may from time to time be amended, modified or
supplemented or restated, the "DEED OF TRUST"), granting a security interest in
certain real property located at 4210 Remillard Court,



                                       1.
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Pleasanton, California 94566, as more particularly described therein (the
"PROPERTY"). Maker hereby represents and warrants that, as of the date hereof,
(a) Maker is or will be the sole and lawful fee owner of the Property, (b) the
fair market value of the Property, as determined by an M.A.I. appraiser
reasonably satisfactory to Lender, exceeds the aggregate amount of all
indebtedness secured by liens upon the Property and (c) the Deed of Trust
creates a lien on the Property second in priority only to a first lien of a Deed
of Trust executed by Maker in favor of James McDiarmid and Alice McDiarmid,
husband and wife, as joint tenants, securing a loan in the original principal
amount of Two Hundred Sixty-Eight Thousand Five Hundred and No/100ths Dollars
($268,500.00).

        2. PRINCIPAL REPAYMENT. The entire outstanding principal balance of the
Loan shall be due and payable in full upon the earlier to occur of (a) December
31, 2002; or (c) immediately upon the insolvency of Maker, including, but not
limited to, the voluntary or involuntary filing of a bankruptcy petition
pursuant to Title 11 of the United States Code or other insolvency proceeding
having been instituted by or against Maker or a receiver being appointed for the
property of Maker, or if Maker makes an assignment for the benefit of creditors
(each, an "INSOLVENCY PROCEEDING") (the "MATURITY DATE").

        3. INTEREST RATE. Maker further promises to pay interest on the
outstanding principal amount hereof from the date of the Original Note until
payment in full, which interest shall be payable at the rate of Four and 64/100
percent (4.64%) per annum, compounded annually, or the maximum rate permissible
by law (which under the laws of the State of California shall be deemed to be
the laws relating to permissible rates of interest on commercial loans),
whichever is less (the "INTEREST RATE"). Interest shall be due and payable on
the Maturity Date and shall be calculated on the basis of a 360-day year for the
actual number of days elapsed.

        4. DEFAULT INTEREST. If (i) any amount payable hereunder shall not be
paid within five (5) days of the due date thereof, or (ii) an Event of Default
occurs and is continuing, without notice to Maker, at the option of Lender (or
automatically upon the occurrence of an Event of Default under Section
7(a)(vi)), the unpaid principal balance of this Note shall immediately begin to
accrue interest at a rate equal to the Interest Rate plus one percent (1.0%)
(the "DEFAULT INTEREST RATE").

        5. APPLICATION OF PAYMENTS. Payment on this Note, if any, shall be
applied first to accrued interest, if any, and thereafter to the outstanding
principal balance hereof. Any payment due hereunder shall be paid to Lender at
the address first set forth above, or at such other place as Lender may
designate. Any amount payable hereunder will be due and payable without set-off,
deduction, or counter-claim.

        6. PREPAYMENT. Maker may prepay the unpaid principal of this Note in
whole or in part, without penalty, at any time.

        7. DEFAULT AND REMEDIES.

            (a) DEFAULT. Each of the following events shall be an "EVENT OF
DEFAULT" hereunder: (i) Maker fails to pay timely any of the principal amount
due under this Note on the date the same becomes due and payable or any accrued
interest or other amounts due under this



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Note on the date the same becomes due and payable; (ii) the breach by Maker of
any other covenant or agreement under this Note, (iii) the default by Maker of
its obligations under the Deed of Trust or any other instrument evidencing or
securing Maker's obligations under this Note, (iv) the default by Maker of its
obligations under any mortgage, deed of trust, encumbrance or lien respecting
the Property, which encumbrance is senior to the Deed of Trust, (v) the death of
Maker, (vi) an Insolvency Proceeding, or (vii) the transfer, directly or
indirectly, of all or any part of any interest in Maker or the Property, whether
by sale, lease, assignment, mortgage or otherwise, voluntarily or involuntarily,
unless such sale or transfer is permitted hereunder, or under the terms of the
Deed of Trust.

            (b) REMEDIES. Upon the occurrence of an Event of Default, Lender
may, with or without notice to Maker, declare the entire principal amount of
this Note and any amounts due thereon immediately due and payable and exercise
any and all of the remedies provided under the Deed of Trust or at law or in
equity.

        8. NOTICE. All notices or other communications required or given
hereunder shall be in writing and shall be deemed effectively given when
presented personally or on the date of receipt (or refusal of delivery) if sent
by courier service or U.S. Mail (certified or registered, postage prepaid,
return receipt requested) to the parties at the addresses given below or such
other addresses as the parties may hereafter designate in writing. The date
shown on the courier's confirmation of delivery or return receipt shall be
conclusive as to the date of receipt.

               MAKER:        Dennis and Brenda Riccio
                             4210 Remillard Court
                             Pleasanton, CA  94566

               LENDER:       Asyst Technologies, Inc.
                             48761 Kato Road
                             Fremont, CA 94538
                             Attn: Geoffrey Ribar

        9. MAXIMUM LEGAL RATE OF INTEREST. All agreements between Maker and
Lender, whether now existing or hereafter arising, are hereby limited so that in
no event shall the interest charged hereunder or agreed to be paid to Lender
exceed the maximum amount permissible under applicable law. Lender shall be
entitled to amortize, prorate and spread throughout the full term of this Note
all interest paid or payable so that the interest paid does not exceed the
maximum amount permitted by law. If Lender ever receives interest or anything
deemed interest in excess of the maximum lawful amount, an amount equal to the
excessive interest shall be applied to the reduction of the principal, and if it
exceeds the unpaid balance of principal hereof, such excess shall be refunded to
Maker. If interest otherwise payable to Lender would exceed the maximum lawful
amount, the interest payable shall be reduced to the maximum amount permitted
under applicable law. This section shall control all agreements between Maker
and Lender in connection with the indebtedness evidenced hereby.

        10. WAIVER. Maker, severally waives diligence, presentment, protest and
demand and also notice of protest, demand, dishonor, acceleration, intent to
accelerate, and nonpayment of this Note, and shall pay all costs of collection
when incurred, including, without limitation,


                                       3.
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reasonable attorneys' fees, costs and other expenses. The right to plead any and
all statutes of limitations as a defense to any demands hereunder is hereby
waived to the full extent permitted by law.

        11. USE OF PROCEEDS; NON-TRANSFERABLE. The proceeds of the Loan may only
be used by Maker to purchase the Property as their principal residence. The
right of Maker to request and receive the Loan hereunder, as well as the other
benefits under this Note, shall not be assignable or otherwise transferable by
Maker.

        12. MISCELLANEOUS.

            (a) Maker shall pay all costs, including, without limitation,
reasonable attorneys' fees and expenses incurred by Lender in collecting the
sums due hereunder or in connection with the release of any security for this
Note.

            (b) This Note may be modified only by a written agreement executed
by Maker and Lender.

            (c) The terms of this Note shall inure to the benefit of and bind
Maker and Lender and their respective heirs, legal representatives, successors
and assigns.

            (d) Time is of the essence with respect to all matters set forth in
this Note.

            (e) If this Note is destroyed, lost or stolen, Maker will deliver a
new note to Lender on the same terms and conditions as this Note with a notation
of the unpaid principal in substitution of the prior Note. Lender shall furnish
to Maker reasonable evidence that the Note was destroyed, lost or stolen and any
security or indemnity that may be reasonably required by Maker in connection
with the replacement of this Note.

            (f) If any provision of this Note shall be held to be invalid or
unenforceable, such determination shall not affect the remaining provisions of
this Note.

            (g) If this Note is now, or hereinafter shall be, signed by more
than one party or person, it shall be the joint and several obligation of such
parties or persons and shall be binding upon such parties and upon their
respective successors and assigns.

            (h) In the event of any litigation concerning this Note (including
any action to collect on the Loan), the prevailing party shall be entitled to a
reasonable sum for attorneys' fees, costs, and litigation expenses, whether or
not such action is prosecuted to judgment. "PREVAILING PARTY" shall mean,
without limitation, a party who agrees to dismiss an action upon payment by the
other party of sums allegedly due or performance of the covenants allegedly
breached, or who obtains substantially the relief sought by that party.


                                       4.
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        13. GOVERNING LAW. This Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.

IN WITNESS WHEREOF, Maker has executed this Note as of the date and year first
above written.




/s/ DENNIS RAYMOND RICCIO                   /s/ BRENDA ELLEN RICCIO
----------------------------------          ------------------------------------
DENNIS RAYMOND RICCIO                       BRENDA ELLEN RICCIO


                                       5.

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