SECOND AMENDMENT TO REVOLVING CREDIT NOTE
THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Second Amendment"), is
made and entered into as of this 31st day of January, 1998, by and between (a)
UNIQUEST COMMUNICATIONS, INC., a Utah corporation with principal office and
place of business in Midvale, Utah ("Borrower") and (b) AGENT FINANCIAL
SERVICES, LLC, a Kentucky limited liability company with an office and place of
business in Louisville, Kentucky (the "Lender").
PRELIMINARY STATEMENT
A. Pursuant to that certain Loan Agreement dated as of September 18, 1995,
between the Borrower and the Lender, the Lender has established a line
of credit in the principal amount of Three Hundred Thousand Dollars
($300,000.00) in favor of the Borrower (the "Line of Credit"). The Loan
Agreement and other Borrower Documents were originally between the
Borrower and UniDial Incorporated. The Lender acquired the Loan from
UniDial Incorporated on January 1, 1997.
B. The obligation of the Borrower to repay the outstanding principal
balance of the Line of Credit, together with accrued interest thereon
is evidenced by that certain Revolving Credit Note dated September 18,
1995, made by the Borrower, payable to the order of the Lender, and in
the face principal amount of Three Hundred Thousand Dollars
($300,000.00), as amended pursuant to that certain First Amendment to
Revolving Credit Note dated March 1, 1997 between the Borrower and the
Lender (the "First Amendment") (collectively, the "Note").
C. The current maturity date of the Note is January 31, 1998.
D. The Borrower has now requested that the Lender extend the Note maturity
date from January 31, 1998 to January 31, 1999, which the Lender is
willing to do upon the condition, among others, that the Borrower
execute and deliver this Second Amendment in favor of the Lender.
NOW, THEREFORE, in consideration of the foregoing premises, and
for other good and valuable consideration of the foregoing premises, and
for other good and valuable consideration, the mutuality, receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. Each capitalized term used herein, unless otherwise expressly
defined herein, shall have the meaning set forth in the Loan
Agreement or Note, as amended.
2. The Lender hereby extends the due date of the Note from
January 31, 1998 to January 31, 1999.
3. Upon the occurrence of (i) a sale of accounts or change in
control under section 4.2 of the Agent's Agreement, or (ii)
an initial public offering by UniDial Incorporated resulting
in a distribution of cash, securities and/or options to the
Borrower, all amounts advanced under the Revolving Credit
Note, and any not delivered in renewal, replacement,
substitution, extension or novation thereof, and any
amendments thereto, together with all interest and other sums
due, shall become immediately due and payable. All proceeds
will be used to pay off any remaining balance owed to the
Lender.
4. Except to the extent amended or modified hereby, the Borrower
hereby reaffirms all its representations, warranties and
covenants set forth in the Revolving Credit Note including,
without limitation, the grant of the liens on and security
interests in the assets of the Borrower pursuant to the
Borrower Documents to secure the payment of the entire unpaid
principal balance of and all accrued and unpaid interest on
the Note, and any note delivered in renewal, replacement,
substitution, extension or novation thereof, and any
amendments thereto.
5. This Second Amendment may be executed in one or more
counterparts, each of which shall constitute an original and
all of the same shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Borrower and the Lender have caused this Second
Amendment to Revolving Credit Note to be executed and delivered by their
respective duly authorized officers as of the day and year first above written.
UNIQUEST COMMUNICATIONS, INC.
By: /s/ Thomas E. Aliprandi
------------------------------
Thomas E. Aliprandi, President
By: /s/ David E. Shepardson
-----------------------------------
David E. Shepardson, III,
Vice President-Treasurer
(the "Borrower")
AGENT FINANCIAL SERVICES, LLC
By: /s/ Kenneth D. Richey
--------------------------------------
Kenneth D. Richey, Operating Manager
(the "Lender")
