Exhibit 4.14
AMENDMENT NO. 1
TO
AMENDED AND RESTATED SECURITY AGREEMENT
This Amendment No. 1 (the "Amendment") to that certain Amended and
Restated Security Agreement, dated as of April 2, 1994, among Storage
Technology Corporation, a Delaware corporation (the "Company"), StorageTek
Financial Services Corporation, a Delaware corporation ("SFSC") and
Continental Bank, National Association ("Continental"), acting as collateral
agent (the "Security Agreement") is entered into as of January 25, 1996 by
and between the Company, StorageTek Financial Services Corporation ("SFSC")
and First Trust of Illinois, National Association, Successor to Bank of
America Illinois, fka Continental Bank, National Association ("Collateral
Agent"). Capitalized terms defined in the Security Agreement which are used
herein shall have the meanings set forth in the Security Agreement unless
otherwise specified herein.
WITNESSETH:
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WHEREAS, pursuant to Section 10.1(a) of the Security Agreement, the
Company and SFSC have requested an amendment to Section 8.2(b) of the
Security Agreement regarding the conditions to the release of all Collateral
and the Collateral Agent, with the consent of each of the holders of the
Notes, has agreed, subject to the terms and conditions contained herein, to
amend such provision as set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the
mutual covenants contained herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
1. AMENDMENT TO SECURITY AGREEMENT. Subject to the terms and
conditions specified herein, the Security Agreement is amended as of
January 25, 1996 as follows:
1.1 Section 8.2(b) of the Security Agreement is hereby amended by
deleting the phrase "thirty (30) days" from the first line and inserting in
lieu thereof "five (5) Business Days."
2. CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment
is subject to satisfaction of the following conditions on or before January
25, 1996 (the date upon which such conditions are satisfied being called the
"Effective Date"):
2.1 EXECUTION AND DELIVERY OF AMENDMENT BY SECURED PARTIES. This
Amendment shall have been executed and delivered by the Company, SFSC and
the Collateral Agent and consented to by each of the holders of the Notes.
2.2 REPRESENTATIONS AND WARRANTIES BY THE COMPANY; NO DEFAULT. The
representations and warranties contained in Section 3 hereof shall be true
on and as of the Effective Date, both before and after giving effect to the
effectiveness of this Amendment. There shall exist on the Effective Date no
Event of Default or Default, both before and after giving effect to the
effectiveness of this Amendment; and the Company and SFSC shall have
delivered to the Holders an Officer's Certificate, dated the Effective Date,
to both such effects.
2.3 CERTAIN PAYMENTS. The Company and SFSC shall have paid all
expenses payable by the Company and SFSC pursuant to Section 10.1 of the
Security Agreement relating to the fees and expenses of the Collateral Agent
and Secured Parties associated with the preparation and execution of this
Amendment to the extent the Company and SFSC have received an invoice
therefor.
2.4 PROCEEDINGS. All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all
documents incident thereto shall be satisfactory in form and substance to
the Collateral Agent and the Secured Parties which are signatories hereto,
and such parties shall have received all such counterpart originals or
certified or other copies of such documents as such parties may reasonably
request.
2.5 AMENDMENT PERMITTED BY APPLICABLE LAWS. The transactions
contemplated by this Amendment shall not violate any applicable law or
governmental regulation and shall not subject the Holders to any tax,
penalty, liability or other onerous condition under or pursuant to any
applicable law or governmental regulation, and the Holders shall have
received such certificates or other evidence as you may request to establish
compliance with this condition.
3. REPRESENTATIONS AND WARRANTIES. Each of the Company and SFSC
represents, covenants and warrants:
3.1 POWER AND AUTHORITY. Each of the Company and SFSC is a
corporation duly organized and existing in good standing under the laws of
the state of its incorporation. Each of the Company and SFSC has all
requisite corporate power to conduct its business as currently conducted and
as currently proposed to be conducted. Each of the Company and SFSC has all
requisite corporate power to execute, deliver and perform its obligations
under this Amendment. The execution, delivery and performance by the
Company and SFSC of this Amendment has been duly authorized by all requisite
corporate action on the part of the Company and SFSC. Each of the Company
and SFSC has duly executed and delivered this Amendment, and this Amendment
constitutes the legal, valid and binding obligation of the Company and SFSC,
enforceable against the Company and SFSC in accordance with its terms.
3.2 NO CONFLICTS. Neither the execution and delivery of this
Amendment by the Company and SFSC, nor the consummation of the transactions
contemplated hereby, nor fulfillment of nor compliance with the terms and
provisions hereof will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in any
violation of, or result in the creation of any Lien upon any of the
properties or assets of the Company, SFSC or any Subsidiary pursuant to, the
charter or by-laws of the Company or SFSC, or any such Subsidiary, any award
of any arbitrator or any agreement (including any Assigned Contract and
agreement with stockholders), instrument, order, judgment, decree, statute,
law, rule or regulation to which the Company, SFSC or any such Subsidiary is
subject.
3.3 GOVERNMENTAL CONSENT. No circumstance in connection with this
Amendment is such as to require any authorization, consent, approval,
exemption or other action by or notice to or filing with any court or
administrative or governmental body in connection with the execution and
delivery of this Amendment or fulfillment of or compliance with the terms
and provisions hereof or thereof.
4. REFERENCE TO THE EFFECT ON THE SECURITY AGREEMENT.
(a) Upon the effectiveness of this Amendment, (i) each reference, if
any, in the Security Agreement to "this Agreement," "hereunder," "hereof,"
or words of like import shall mean and be a reference to the Security
Agreement as amended hereby and (ii) each reference to the Security
Agreement in the other Transaction Documents shall mean and be a reference
to the Security Agreement, as amended hereby.
(b) Except as specifically amended above, the Security Agreement shall
remain in full force and effect, and is hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment to any
provision of the Security Agreement nor a waiver of any right, power or
remedy of the Collateral Agent, nor constitute a waiver of any provision of
the Security Agreement or any other document, instrument or agreement
executed and delivered in connection with the Security Agreement.
5. DESCRIPTIVE HEADINGS. The descriptive headings of the several
paragraphs of this Amendment are inserted for convenience only and do not
constitute a part of this Amendment.
6. GOVERNING LAW. This Amendment has been delivered in and shall be
construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of Illinois.
7. COUNTERPARTS. This Amendment may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Amendment to produce or
account for more than on such counterpart.
[Signature pages to follow]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
as of the day and year first written above.
STORAGE TECHNOLOGY CORPORATION
By: /s/ Xxxx X. XxXxxxxx
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Xxxx X. XxXxxxxx
Title: Treasurer
STORAGETEK FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx X. Kali
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Xxxxxx X. Kali
Title: Vice President and Chief Operating Officer
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION,
SUCCESSOR TO BANK OF AMERICA ILLINOIS, FKA
CONTINENTAL BANK, NATIONAL ASSOCIATION,
AS COLLATERAL AGENT
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
CONSENTED TO BY: AGGREGATE PRINCIPAL
AMOUNT OF NOTES HELD
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx $ 19,000,000
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Xxxx X. Xxxxxxxx
Title: Second Vice President
THE TRAVELERS INDEMNITY COMPANY
By: /s/ Xxxx X. Xxxxxxxx $ 2,000,000
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Xxxx X. Xxxxxxxx
Title: Second Vice President
THE PHOENIX INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx $ 7,000,000
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Xxxx X. Xxxxxxxx
Title: Second Vice President
THE TRAVELERS INDEMNITY COMPANY OF
CONNECTICUT, SUCCESSOR OF THE TRAVELERS
INDEMNITY COMPANY OF RHODE ISLAND
By: /s/ Xxxx X. Xxxxxxxx $ 1,000,000
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Xxxx X. Xxxxxxx
Title: Second Vice President
THE TRAVELERS LIFE AND ANNUITY COMPANY
By: /s/ Xxxx X. Xxxxxxxx $ 1,000,000
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Xxxx X. Xxxxxxxx
Title: Seconed Vice President
PRINCIPAL MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxx X. Xxxxxxx $ 20,000,000
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Xxxxx X. Xxxxxxx
Title: Counsel
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
------------------------------
Xxxxxxxxxxx X. Xxxxxxxxx
Title: Counsel
XXXXXXXX & CO.
FOR THE TRUSTEED ASSETS OF
CANADA LIFE INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxxxx X. Xxxxxxx $ 500,000
Xxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
INCE & CO.
FOR THE TRUSTEED ASSETS OF
CANADA LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Xxxxx Xxx Xxxxx $ 500,000
---------------------------
Xxxxx Xxx Xxxxx
Title: Partner
INCE & CO.
FOR THE TRUSTEED ASSETS OF
THE CANADA LIFE ASSURANCE COMPANY
By: /s/ Xxxxx Xxx Xxxxx $ 4,000,000
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Xxxxx Xxx Xxxxx
Title: Partner
