AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT
THIS AMENDMENT made this 3rd day of August, 1995 between SAFEGUARD
SCIENTIFICS, INC. and SAFEGUARD SCIENTIFICS (DELAWARE) INC. ("Borrower")
and MIDLANTIC BANK, N.A. ("Bank").
BACKGROUND
The parties are parties to that certain Second Amended and Restated
Loan and Security Agreement dated February 1, 1995 (as amended to date,
the "Loan Agreement"), and desire hereby to further amend the same as
herein set forth. Capitalized terms used herein which are not defined
herein shall have the meaning given thereto in the Loan Agreement.
NOW, THEREFORE, the parties hereto, INTENDING TO BE LEGALLY BOUND,
agree as follows:
1. Modifications.
a) Effective August 3, 1995, the "Revolving Loan Commitment"
shall be increased to $100,000,000, as the same may be reduced
pursuant to Section 2.2 of the Loan Agreement.
b) Effective for all LIBOR Rate advances made on or after
August 3, 1995, each reference in Section 2.8(c)(A)(ii) of the Loan
Agreement to "2.25 percentage points" shall be changed to "1.75
percentage points".
c) Effective August 3, 1995, the definition of "Collateral
Coverage Base" as set forth in Section 1.1 of the Loan Agreement is
hereby revised to read as follows:
"'Collateral Coverage Base' - a dollar amount equal to the
following percentages of the value of the Collateral Coverage
Securities, in no event, however, to exceed the lesser of (i) as to
Collateral Coverage Securities which constitute "margin stock"
pursuant to Regulation U of the Board of Governors of the Federal
Reserve System, 12 C.F.R. 221 et seq. ("Regulation U"), 50% (or the
then maximum "loan value" for margin stock pursuant to Regulation U)
of the value of such Collateral Coverage Securities, and (ii) the
following dollar maximum specified for each type of Collateral
Coverage Securities:
Securities % Maximum $
---------- --- ---------
CompuCom 33.33% $25 Million
Cambridge 40% $40 Million
Novell 50% N/A
Sybase 50% N/A
Coherent 40% $35 Million
Tangram 25% $5 Million
Gandalf 25% $5 Million"
d) Effective August 3, 1995, Section 2.17 of the Loan Agreement
is restated in its entirety to read as follows:
"SECTION 2.17 Participations. Borrowers acknowledge that
67.50% of the Revolving Loan (and each cash advance and letter of
credit made or issued thereunder) is being and is intended hereafter
to be funded by Meridian Bank, First Bank, National Association and
PNC Bank, National Association (each a "Participant") as participants
of Bank in the Loan, all as more fully set forth in that certain
Amended and Restated Participation Agreement dated as of February 1,
1995 (as amended from time-to-time, the "Participation Agreement").
In this regard, Borrowers agree that:
(A) Bank may from time-to-time provide financial and other
information concerning the Borrowers to each Participant and, with
Borrowers' prior consent, to any other prospective participant, and
(B) Should any Participant default under its obligations to Bank
to fund any portion of its participation in the Loan, or should the
participation of any Participant be terminated by Bank at either
Borrower's request (to the extent Bank has the right to do so under
its arrangements with such Participant), Bank will have no obligation
to fund (including by issuance of letters of credit) any Loan to the
extent of such Participant's share thereof."
2. Reaffirmation. Borrower hereby reaffirms and confirms all of
its obligations and liabilities under the Loan Agreement and all
documents executed in connection therewith, agrees that the same remain
unchanged (except as amended pursuant to this Amendment) and in full
force and effect and that Borrower is indebted to Bank under the terms
thereof without defense, set-off, recoupment, charge, discount, claim or
counterclaim of any kind.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
the day and year first above written.
SAFEGUARD SCIENTIFICS, INC.
By: /s/Xxxxxxx X. Xxxxx
Vice President, Corporate Controller
Attest:/s/Xxxxxxx Xxxxxxxxx
Assistant Secretary
SAFEGUARD SCIENTIFICS (DELAWARE) INC.
By: /s/Xxxxxxx X. Xxxxx
Assistant Treasurer
Attest: /s/Xxxxxxx Xxxxxxxxx
Assistant Secretary
MIDLANTIC BANK, N.A.
By: /s/Xxxxxx Xxxxxxxxxx
Vice President
