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EXHIBIT 10.1(5)
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (the "Amendment") is entered into as of the 15th day
of November, 1996 by and between United Air Specialists, Inc. -- Deutschland
Branch (the "Borrower"), and KeyBank National Association, a national banking
association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank (as successor in interest to Society
National Bank) are parties to the Loan Agreement dated as of November 19, 1994
(the "Loan Agreement") pursuant to which the Bank has advanced to the Borrower
the principal amount of DM 2,100,000;
WHEREAS, the Borrower and the Bank desire to amend the Loan Agreement
pursuant to the terms and conditions herein contained;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as follows:
1. The definition of "Revolving Credit Agreement" shall be amended to read
in its entirety as follows:
"Revolving Credit Agreement" shall mean the Amended and Restated Loan
Agreement dated as of November 15, 1996, between the Borrower and the Bank as
the same may at any time and from time to time be modified, supplemented or
amended and in effect.
2. The Borrower hereby represents and warrants to the Bank that on the
date hereof the Borrower is in full compliance with the Loan Agreement, no
Default exists and there has been no material adverse change in the Borrower's
consolidated financial condition or results of operations.
3. All amendments to the Loan Agreement set forth herein shall be deemed
effective as of the date hereof.
4. (a) This Amendment shall be subject to and governed by the internal
laws of the State of Ohio.
(b) Except as amended hereby, the Loan Agreement shall remain in full
force and effect.
(c) This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same agreement.
(d) The Borrower shall reimburse the Bank for all legal and other
fees and expenses incurred in connection with this Amendment.
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(e) All capitalized terms used herein without definition shall have
the respective meanings ascribed to them in the Loan Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
UNITED AIR SPECIALISTS, INC. --
DEUTSCHLAND BRANCH
By: /s/ XXXXXXX X. XXXX, III
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Xxxxxxx X. Xxxx, III
KEYBANK NATIONAL ASSOCIATION
By: /s/ XXXX X. XXXXXXXXXXXX
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Xxxx X. Xxxxxxxxxxxx
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