Exhibit 4.2
AMENDMENT NO. 10 TO CREDIT AND SECURITY
AGREEMENT
This Amendment No. 10 to Credit
and Security Agreement (“Amendment No. 10”) dated
effective as of the 9 day of November, 2007, by and between
COHESANT TECHNOLOGIES INC. , a Delaware corporation
(hereinafter referred to as “Borrower”), and REGIONS
BANK as successor by merger to UNION PLANTERS BANK, N.A.
, a banking institution chartered under the laws of the state of
Alabama (hereinafter referred to as “Bank”).
W I T
N E S S E T H :
WHEREAS, the Borrower and the Bank
are parties to that certain Credit and Security Agreement dated as
of the 15th day of May, 1998, as amended by that certain Amendment
No. 1 to Credit and Security Agreement dated April 13,
1999, as further amended by that certain Amendment No. 2 to
Credit and Security Agreement dated April 17, 2000, as further
amended by that certain Amendment No. 3 to Credit and Security
Agreement dated April 1, 2001, as further amended by that
certain Amendment No. 4 to Credit and Security Agreement dated
April 29, 2002, as further amended by that certain Amendment
No. 5 to Credit and Security Agreement dated March 25,
2003, as further amended by that certain Amendment No. 6 to
Credit and Security Agreement dated April 23, 2004,as further
amended by that certain Amendment No. 7 to Credit and Security
Agreement dated April 29, 2005, as further amended by that
certain Amendment No. 8 to Credit and Security Agreement dated
April 26, 2006, and as further amended by that certain
Amendment No. 9 to Credit and Security Agreement dated
April 30, 2007 (hereinafter referred to as
“Agreement”); and
WHEREAS, the Borrower desires to
renew and amend the financial accommodations previously extended by
the Bank; and
WHEREAS, the Bank is willing to
provide such financial accommodations to the Borrower on the terms
and subject to the conditions in the Agreement as amended by the
terms and conditions of this Amendment No. 10.
NOW, THEREFORE, in consideration of
the premises, the mutual covenants hereinafter contained, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
Section 1 . Effect of
this Amendment No. 10 . This Amendment No. 10 shall
not change, modify, amend or revise the terms, conditions and
provisions of the Agreement, the terms and provisions of which are
incorporated herein by reference, except as expressly provided
herein and agreed upon by the parties hereto. This Amendment
No. 10 is not intended to be nor shall it constitute a
novation or accord and satisfaction of the outstanding instruments
by and between the parties hereto. Borrower and Bank agree that,
except as expressly provided herein, all terms and conditions of
the Agreement shall remain and continue in full force and effect.
The Borrower acknowledges and agrees that the indebtedness under
the Agreement remains outstanding and is not extinguished, paid, or
retired by this Amendment No. 10, or any other agreements
between the parties hereto prior to the date hereof, and that
Borrower is and continues to be fully liable for all obligations to
the Bank contemplated by or arising out of the Agreement. Except as
expressly provided otherwise by this Amendment No. 10, the
credit facilities contemplated by this Amendment No. 10 shall
be made according to and pursuant to all conditions, covenants,
representations and warranties contained in the Agreement.
-1-
Section 2 .
Definitions . Terms defined in the Agreement which are used
herein shall have the same meaning as set forth in the Agreement
unless otherwise specified herein.
Section 3 . Amendment
of Agreement . Subject to the satisfaction of the conditions
precedent set forth in Section 5 herein, the Agreement is
amended as follows:
(a) Subsection 1.12 of the
Agreement is hereby amended and replaced with the following:
1.12 “ Coverage Ratio
” means EBITDA less unfunded capital expenditures (defined as
gross capital expenditures less increases in
