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EXHIBIT 4.9
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of December 1, 1998 (the
"Amendment"), is entered into between TELTREND INC., a Delaware corporation
("Borrower"), and LASALLE NATIONAL RANK, a national banking association
("Lender").
R E C I T A L S:
A. Borrower and Lender entered into that certain Credit Agreement, dated as
of June 14, 1995, as amended by a First Amendment to Credit Agreement, dated as
of June 30, 1998 (the "Credit Agreement").
B. Borrower has requested that Lender enter into this Amendment in order to
make certain amendments to the Credit Agreement as provided herein.
C. Capitalized terms used herein and not otherwise defined shall have the
meanings provided for in the Credit Agreement.
D. In consideration of the mutual agreements contained herein the parties
hereto agree as follows:
1. AMENDMENT
The Credit Agreement is amended as follows:
1.1 The Credit Agreement is hereby amended, effective as of the beginning
of Borrower's 1999 Fiscal Year, to restate Section 7.14 thereof in its entirety
to read as follows:
"7.14 RESTRICTED PAYMENTS. Borrower shall not make any Restricted
Payments nor shall it permit any Subsidiary to make a Restricted Payment;
provided however, that so long as no Default or Event of Default has
occurred (which has not been waived) or would occur as a result of the
payment thereof, (i) Borrower may in any Fiscal Year declare and pay
dividends on its Stock in an aggregate amount not to exceed 50% of
Borrower's Consolidated Net Income for the immediately preceding Fiscal
Year, and (ii) Borrower may purchase shares of its common stock beginning
with the 1999 Fiscal Year and thereafter provided that the aggregate
consideration paid for such purchases during such period does not exceed
$16,000,000."
2. MISCELLANEOUS
2.1 LIMITED NATURE OF AMENDMENTS. The parties hereto acknowledge and agree
that the terms and provisions of this Amendment amend, add to and constitute a
part of the Credit Agreement. Except as expressly modified and amended by the
terms of this Amendment, all of
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the other terms and conditions of the Credit Agreement and all documents
executed in connection therewith or referred to or incorporated therein remain
in full force and effect and are hereby ratified, reaffirmed, confirmed and
approved.
2.2 CONFLICT. If there is an express conflict between the terms of this
Amendment and the terms of the Credit Agreement, or any of the other agreements
or documents executed in connection therewith or referred to or incorporated
therein, the terms of this Amendment shall govern and control.
2.3 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
2.4 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to
Lender as follows: (A) Borrower has all necessary power and authority to execute
and deliver this Amendment and perform its obligations hereunder; (B) this
Amendment and the Credit Agreement, as amended hereby, constitute the legal,
valid and binding obligations of Borrower and are enforceable against Borrower
in accordance with their terms; and (C) all representations and warranties of
Borrower contained in the Credit Agreement and all other agreements, instruments
and other writings relating thereto are true and complete as of the date hereof.
2.5 GOVERNING LAW. This Amendment shall be construed in accordance with and
governed by and the internal laws of the State of Illinois, without giving
effect to choice of law principles.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
TELTREND INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: S.V.P. Finance
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LASALLE NATIONAL BANK
By: /s/ Xxxxx Xxxxxxxx
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Name: XXXXX XXXXXXXX
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Title: COMMERCIAL BANKING OFFICER
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