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EXHIBIT 4.2
AMENDMENT NO. 7 TO CREDIT AND SECURITY AGREEMENT
This Amendment No. 7 to Credit and Security Agreement ("Amendment
No.
7") dated effective as of the 29 day of
April, 2005, by and between COHESANT
TECHNOLOGIES INC., a Delaware corporation
(hereinafter referred to as
"Borrower"), and UNION PLANTERS BANK, N.A.,
a national banking association
(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, and as
further amended by that certain Amendment
No. 6 to Credit and Security Agreement
dated April 23, 2004 (hereinafter
referred to as "Agreement"); and
WHEREAS, the Borrower desires to renew 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. 7.
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. 7. This Amendment No. 7
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. 7 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. 7,
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.
7, the credit facilities contemplated by
this Amendment No. 7 shall be made
according to and pursuant to all
conditions, covenants, representations and
warranties contained in the Agreement.
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:
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(a) The first
sentence of Subsection 2.1.1 of the Agreement is
hereby amended and replaced with the
following:
2.1.1 The
obligation of the Borrower to repay the Line of Credit
Loans shall be evidenced by the Line of
Credit Note which shall be repayable on
or before May 1, 2006 ("Maturity").
(b) The
address for purposes of notices to the Bank as set forth
in Section 13.11 of the Agreement is hereby
amended as follows:
If to
