THIRD AMENDMENT TO REVOLVING CREDIT NOTE
THIS THIRD AMENDMENT TO LOAN AGREEMENT (the "Third 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, 1999 to January 31, 2000, which the Lender is
willing to do upon the condition, among others, that the Borrower
execute and deliver this Third 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 due date of the Note from
January 31, 1999 to January 31, 2000.
3. The Borrower and the Lender hereby agree to decrease the face
principal amount of the Line of Credit and the face principal
amount of the Promissory Note from Three Hundred Thousand
Dollars ($300,000.00) to One Hundred Eighty Five Thousand
Dollars ($185,000.00) effective as of the date hereof.
4. The Borrower and the Lender hereby agree to increase the
annual interest rate from the Prime Rate plus two percent
(2%) to the Prime Rate plus three percent (3%).
5. In consideration of the extension of the due date of the Note
from January 31, 1999 to January 31, 2000, the Borrower
covenants and agrees to pay the Lender a commitment fee in
the amount of One Thousand Eight Hundred Fifty and 00/100
Dollars ($1850.00) which equals one percent (1%) of the
outstanding balance of the Note. The commitment fee will be
paid in two equal installments of Nine Hundred Twenty Five
Dollars ($925.00), the first due on or before February 28,
1999 and the second due on or before March 31, 1999.
6. 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
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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.
7. This Third 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.
8. No change, modification, addition or termination of this
Third 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.
9. Nothing in this Third Amendment to Revolving Credit Note is
intended to be a novation or cancellation of that original
Revolving Credit Note dated September 18, 1995.
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")
The Guarantors hereby ratify and reaffirm all of their covenants,
agreements, obligations, representations and warranties set forth in the
Guaranty Agreement including, without limitation, the guarantee of payment of
the unpaid principal together with al interest now accrued or hereafter to
accrue on the Promissory Note, and all of the other Guaranteed Obligations upon
the terms and conditions set forth in the Guaranty Agreement and in this
Amendment.
By: /s/ Thomas E. Aliprandi
------------------------------------
Thomas E. Aliprandi, President
Date: 2/23/99
By: /s/ David E. Shepardson
------------------------------------
David E. Shepardson, III,
Vice President-Treasurer
Date: 2/23/99
