Exhibit 4.5
SECOND AMENDMENT TO
▇▇▇▇▇▇▇▇▇▇ TECHNOLOGY INCORPORATED
CREDIT AGREEMENT
This Second Amendment (this "AMENDMENT") is entered into as of February 24,
1997 by and between ▇▇▇▇▇▇▇▇▇▇ TECHNOLOGY INCORPORATED (the "BORROWER") and THE
FIRST NATIONAL BANK OF CHICAGO, as Agent (in such capacity, the "AGENT") and
Lender. The parties hereto agree as follows:
WHEREAS, the Borrower, the Agent and the Lender have entered into that
certain Credit Agreement dated as of December 8, 1995, as heretofore amended as
of June 22, 1996 (as amended, the "AGREEMENT"); and
WHEREAS, the parties thereto desire to amend the Agreement in certain
respects more fully described hereinafter;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used and not otherwise defined in
this Amendment shall have the meanings attributed to them in the Agreement.
2. AMENDMENT OF AGREEMENT. The Agreement is hereby amended as follows:
2.1 Clause (i) of Section 6.16 (INVESTMENTS AND ACQUISITIONS) is
deleted in its entirety and the following is inserted in lieu thereof:
"(i) Obligations of, or fully guaranteed by, the United
States of America maturing within two years from
the date of acquisition thereof."
3. REPRESENTATIONS AND WARRANTIES The Borrower hereby confirms and
reaffirms that the representations and warranties contained in Article V of the
Agreement are true and correct in all material respects as of the Effective Date
(as defined in Paragraph 4 of this Amendment) except for changes reflecting
transactions permitted by the Agreement or otherwise previously consented to by
the Lenders, PROVIDED that such representations and warranties shall be and
hereby are amended as follows: each reference therein to "this Agreement,"
including, without limitation, such a reference included in the term "Loan
Documents," shall be deemed to be a collective reference to the Agreement, this
Amendment, and the Agreement as amended by this Amendment. A Default under and
as defined in the Agreement as amended by this Amendment shall be deemed to have
occurred if any representation or warranty made pursuant to the preceding
sentence shall be materially false as of the date on which it was made.
4. EFFECTIVE DATE. This Amendment shall become effective as of the date
first written above (the "EFFECTIVE DATE") upon receipt by the Agent of
counterparts of this Amendment duly executed by the Borrower and the Agent and
Lender.
5. RATIFICATION. Except as amended hereby, the Agreement shall remain in
full force and effect and is hereby ratified, approved and confirmed in all
respects. Upon the effectiveness of this Amendment, all references in the
Agreement to "this Agreement" (and all indirect references such as "hereby,"
"herein," "hereof" and "hereunder') shall be deemed to be references to the
Agreement as amended by this Amendment.
6. EXPENSES. The Borrower shall reimburse the Agent for any and all
costs, internal charges and out-of-pocket expenses (including reasonable
attorneys' fees of attorneys for the Agent, which attorneys may be employees of
the Agent) paid or incurred by the Agent in connection with the preparation,
review, execution and delivery of this Amendment.
7. ENTIRE AGREEMENT. This Amendment, the Agreement as amended by this
Amendment, and the other Loan Documents embody the entire agreement and
understanding among the parties hereto and supersede any and all prior
agreements and understandings among the parties hereto relating to the subject
matter hereof.
8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one Amendment, and
any parties hereto may execute this Amendment by signing any such counterpart.
9. GOVERNING LAW. This Amendment shall be construed in accordance with
the internal laws (and not the law of conflicts) of the State of Illinois, but
giving effect to federal laws applicable to a national banking association in
the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.
▇▇▇▇▇▇▇▇▇▇ TECHNOLOGY INCORPORATED
By /s/ ▇▇▇▇ ▇.▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
THE FIRST NATIONAL BANK OF CHICAGO,
INDIVIDUALLY AND AS AGENT
By /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
Managing Director
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