Exhibit 2
Page 25 of 30 Pages
AMENDMENT made this 31st day of January, 1997 between
CNL HOLDING, INC., a Delaware corporation (the "Investor") and
CONOLOG CORPORATION, a Delaware corporation (the "Company") to
the Agreement dated September 12, 1996 between the Investor and
the Company (the "Original Agreement").
WHEREAS, the Investor is, concurrently with the
execution hereof, amending the Option and Purchase, Sale and
Assignment Agreement between the Investor and The Chase Manhattan
Bank, formerly known as Chemical Bank (the "Bank"), dated as of
September 12, 1996 (the "Option Agreement");
WHEREAS, the Note (as that term is defined in the
Original Agreement) evidencing the Company's indebtedness to the
Bank is being further amended concurrently with the execution
hereof;
WHEREAS, the Investor and the Company have agreed to
amend the Original Agreement as more fully set forth herein;
NOW, THEREFORE, it is agreed as follows:
1. All capitalized terms used herein which are not
otherwise defined shall have the respective meanings ascribed to
them in the Original Agreement.
2. There is hereby added a new sentence to Section 1
of the Original Agreement as follows:
In the event all or any portion of the Note
has not been converted into shares of common
stock by the Bank prior to its acquisition by
the Investor, the Investor shall promptly
convert the Note (or the portion so acquired)
into shares of common stock in accordance
with the terms of the Note.
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Page 26 of 30 Pages
3. The first sentence of Section 2 of the Original
Agreement is hereby deleted and the following is hereby
substituted therefor:
All proceeds of the sale of the Acquired
Shares shall be applied as follows: First to
reimburse the Investor for payments
theretofore made to the Bank pursuant to the
Option Agreement.
4. Except as expressly set forth herein, the Original
Agreement shall continue in full force and effect in accordance
with its terms.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Amendment to the Original Agreement as of the date
and year first above written.
CNL HOLDING, INC.
By /s/ Xxxxxxxx Xxxx
-------------------
(Title)
CONOLOG CORPORATION
By /s/ Xxxxxx X. Xxxxx, President
-------------------------------
(Title)
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