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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 Bank
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