FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT (the "First 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 obligation of the Lender to establish the Line of Credit was
subject to the condition, among others, that the Borrower execute
that certain Security Agreement dated September 18, 1995, between
Borrower and Lender ("Security Agreement")
D. The current maturity date of the Note is January 31, 1998.
E. The Borrower has now requested that the Lender extend the stated
maturity date of the Line of Credit from January 31, 1998 to January
31, 1999. The Lender is willing to and desires to extend the stated
maturity date of the Line of Credit from January 31, 1998 to January
31, 1999, pursuant to the terms and conditions set forth in this
First Amendment (the term "Loan Agreement," as hereinafter used,
includes this First Amendment and all future amendments and
modifications to the Loan Agreement).
F. The Shareholders collectively own ninety-three percent (93%) of the
authorized, issued and outstanding shares of the Borrower's common
stock and, in consideration of all of the benefits which the
Shareholders will receive from the extension of the maturity date of
the Note, the Shareholders are willing to and desire to execute and
deliver this First Amendment to Stock Pledge Agreement in favor of
the Lender.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth herein, and for other good and valuable
consideration, the mutuality, receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Each capitalized term used herein, shall have the meaning set forth
in the Stock Pledge Agreement or the Loan Agreement as amended.
2. Section 3 of the Stock Pledge Agreement is hereby amended in its
entirety to read as follows:
3. Obligations Secured. The security interests created hereby secure
the payment and performance of all of the following Secured
Obligations: (a) any and all indebtedness of the Borrower to the
Lender evidenced by the Revolving Credit Note, as defined in the
Loan Agreement and any amendments thereto; (b) all of the
obligations, agreements, covenants, and representations of the
Borrower contained in the Security Agreement as defined in the Loan
Agreement, and any amendments thereto; (c) all of the obligations,
agreements, covenants and representations of the Borrower contained
in the Security Agreement as defined in the Loan Agreement and any
amendments thereto, and any other related document, or any other
Borrower Document, as defined in the Loan Agreement and any
amendments thereto, whether or not now or hereafter evidenced by any
note, instrument, or other writing, or as may be amended or modified
in writing; (d) any and all indebtedness of the Shareholders
contained in and evidenced by the Guaranty Agreement as defined by
the Loan Agreement and any amendments thereto; and (e) any and all
indebtedness, obligation, or liability of the Shareholders and/or
the Borrower to the Lender, however evidenced, direct or indirect,
absolute or contingent, whether now existing or hereafter arising.
3. Section 13(b)(ii) is hereby amended in its entirety to read as
follows:
1. If to the Lender:
Agent Financial Services, LLC
0000 Xxxxxxxxxx Xxxx
Xxxxx 000, Xxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxx
and copy to:
Xxxxx Xxxxxx & Xxxxx
0000 Xxxxxxxx Xxxxx
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxx X. Xxxxx
4. The Shareholders represent and warrant that no Event of Default has
occurred or is continuing under the Stock Pledge Agreement.
5. Except to the extent expressly amended or modified hereby, the
Shareholders hereby ratify and reaffirm their covenants, agreements,
obligations, representations and warranties set forth in the Stock
Pledge Agreement.
IN WITNESS WHEREOF, the Shareholders and the Lender have caused this
First Amendment to Stock Pledge Agreement to be duly executed as of the day and
year first above written.
/s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxxxx
(the "Shareholders")
AGENT FINANCIAL SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx, Operating Manager
(the "Lender")
