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AMENDMENT TO MULTICURRENCY RECEIVABLES TRANSFER AGREEMENT
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THIS AMENDMENT (this "Amendment"), dated as of August 26, 1996, is made
to the Multicurrency Receivables Transfer Agreement, dated as of January 29,
1996 (as heretofore or hereafter amended, modified or supplemented from time
to time and in effect, the "Transfer Agreement"), between Storage Technology
Corporation (the "Transferor") and Bank of America National Trust and
Savings Association (the "Transferee"). Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms by
the Transfer Agreement.
WHEREAS, the Transferor and the Transferee desire to amend and
supplement the Transfer Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
AMENDMENTS TO TRANSFER AGREEMENT
SECTION 1.1 Amendment to Definition of "Scheduled Termination Date".
Section 1.07(a) of the Transfer Agreement is hereby amended to change the
Scheduled Termination Date set forth therein to be January 31, 1998.
SECTION 1.2 Amendment to Schedule. Schedule II to the Transfer
Agreement is hereby deleted in its entirety and is replaced by the Schedule
II that is appended hereto.
SECTION 1.3 Amendment to Facility Fee. The reference to ".25%"
contained in Section 3.01(a)(ii) of the Transfer Agreement is hereby deleted
and is replaced by ".30%".
SECTION 1.4 Waiver. In connection with the amendments described in
Sections 1.1 and 1.2 above, the parties hereby waive the requirements set
forth in the first and second sentences contained in Section 1.07(b) of the
Transfer Agreement that the notice to extend the Scheduled Termination Date
be given not more than ten calendar months prior to the then current
Scheduled Termination Date, the Scheduled Termination Date fall no more than
364 days from the date such extension becomes effective, and the Transferor
not make any such request more than once in any calendar quarter.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations and Warranties. Transferor hereby
represents and warrants to Transferee that:
(a) Representations and Warranties. The representations and
warranties contained in the Transfer Agreement are true and correct on
and as of the date of this Amendment as though made on and as of such
date; and
(b) No Termination Event. Both before and after giving effect to
this Amendment, no event shall have occurred and be continuing that
constitutes a Termination Event or an Unmatured Event.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Agreement Document Pursuant to Transfer Agreement. This
Amendment is an Agreement Document executed pursuant to the Transfer
Agreement and shall be construed, administered and applied in accordance
with all of the terms and provisions of the Transfer Agreement.
SECTION 3.2 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SECTION 3.3 Execution in Counterparts. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall be taken together as one
agreement.
SECTION 3.4 Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE
UNDER, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 3.5 Reaffirmation of Transfer Agreement. As amended, waived
and supplemented by this Amendment, the Transfer Agreement remains in full
force and effect and is hereby reaffirmed, ratified and confirmed in all
respects. From and after the date hereof, all references to the Transfer
Agreement in any agreement, instrument or document shall be references to
the Transfer Agreement as amended and supplemented hereby.
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SECTION 3.6 Headings. The various captions in this Amendment are
provided solely for convenience of reference and shall not affect the
meaning or interpretation of any provision of this Amendment.
SECTION 3.7 Complete Agreement. The Transfer Agreement (including
this Amendment and the Exhibits and Schedules to the Transfer Agreement and
this Amendment) and the other Agreement Documents contains the entire
understanding of the parties with respect to the transactions contemplated
hereby and thereby and supersedes all prior arrangements or understandings
with respect thereto.
SECTION 3.8 Severability. Whenever possible, each provision of this
Amendment will be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Amendment is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Amendment, except to the extent that such
prohibition or invalidity would constitute a material change in the terms of
this Amendment taken as a whole.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the
day and year first above written.
STORAGE TECHNOLOGY CORPORATION
By: /s/ XXXX X. XXXXXXXX
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Name: Xxxx X. XxXxxxxx
Title: Vice President and Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx XxXxxxx
Title: Vice President
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SCHEDULE II
to Amendment
to Multicurrency Receivables Transfer Agreement
DETERMINATION DATES
September 20, 1996
October 25, 1996
November 22, 1996
December 27, 1996
January 24, 1997
February 21, 1997
March 21, 1997
April 25, 1997
May 23, 1997
June 20, 1997
July 25, 1997
August 22, 1997
September 19, 1997
October 24, 1997
November 21, 1997
December 26, 1997
