FIRST AMENDMENT TO REVOLVING CREDIT NOTE
THIS FIRST AMENDMENT TO REVOLVING CREDIT NOTE is made and entered into as of the
1st day of March, 1997, between (i) UNIQUEST COMMUNICATIONS, INC., a Utah
corporation (the "Borrower"), and (ii) AGENT FINANCIAL SERVICES, LLC, a Kentucky
limited liability company (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 Borrower has now requested that the Lender extend the payment due dates
of the Note from March 1, 1997, June 1, 1997 and September 1, 1997 to one
due date of January 31, 1998, which the Lender is willing to do upon the
condition, among others, that the Borrower execute and deliver this First
Amendment in favor of the Lender.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth in the Loan Agreement and herein, 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 applicable.
2. The Lender hereby extends the principal due dates of the Note from
March 1, 1997, June 1, 1997 and September 1, 1997 to one due date of
January 31, 1998.
3. The Borrower and the Lender hereby agree to an annual interest rate of
the Prime Rate plus two percent (2%).
4. Each of the Loan Agreement and the other Borrower Documents to which
the Borrower is a party is hereby amended to reflect that the principal
due dates of March 1, 1997, June 1, 1997 and September 1, 1997 be
extended to one due date of January 31, 1998.
5. The term "Guaranty" as defined in Section I of the Loan Agreement, is
hereby redefined to mean that certain Guaranty Agreement dated as of
September 18, 1995, executed and delivered by the Guarantors in favor
of the Lender, as amended pursuant to that certain Ratification and
Reaffirmation of even date herewith, executed and delivered by the
Guarantors in favor of the Lender.
6. Except to the extent amended or modified hereby, the Borrower hereby
reaffirms all its representations, warranties and covenants set forth
in the Loan Agreement and the other Borrower Documents to which it is a
party 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 Revolving Credit
Note, as amended pursuant to this First Amendment.
7. The Borrower represents and warrants that no Event of Default has
occurred or is continuing under the Loan Agreement.
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8. This First 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.
9. This First Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth of Kentucky.
10. This First Amendment constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior
understandings with respect to the subject matter hereof.
11. No change, modification, addition or termination of this First
Amendment or of any of the other documents referred to herein shall be
enforceable unless in writing and signed by the party against whom
enforcement is sought.
IN WITNESS WHEREOF, the Borrower and the Lender have caused this First
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")
