SECOND AMENDMENT
TO REVOLVING LOAN AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT (the "Second
Amendment"), dated effective as of the 1st day of September, 1997, is made by
and between KMG-BERNUTH, INC., a Delaware corporation (the "Borrower"), and
SOUTHTRUST BANK, NATIONAL ASSOCIATION, formerly known as SouthTrust Bank of
Alabama, National Association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Borrower and the Bank entered into a Revolving Loan Agreement
dated August 1, 1996 (the "Loan Agreement"); and
WHEREAS, pursuant to that certain First Amendment to Revolving Loan
Agreement dated effective as of December 31, 1996 (the "First Amendment")
(the Loan Agreement as amended by the First Amendment being hereinafter
referred to as the "Loan Agreement As Amended"), the Bank and Borrower
amended the Loan Agreement to extend the Revolving Loan Termination Date
until November 30, 1998 (except as otherwise herein specifically provided,
all capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to them in the Loan Agreement As Amended); and
WHEREAS, the Borrower desires, and the Bank has agreed, to further
modify the Loan Agreement As Amended to extend the revolving Loan Termination
Date until January 15, 1999, as well as to, concurrently herewith, modify the
terms of the Revolving Note to evidence such extension and to revise the
Interest Rate (as defined in the Revolving Note), all as more specifically
hereinafter set forth.
NOW, THEREFORE, the Borrower and the Bank hereby modify the Loan
Agreement As Amended as follows:
1. Article I of the Loan Agreement As Amended is further modified by
deleting the definition of "Revolving Loan Termination Date" in its entirety
and substituting the following definition in lieu thereof:
"REVOLVING LOAN TERMINATION DATE" means the earlier of January 15,
1999, or the date the maturity of the Renewal Revolving Note is
accelerated pursuant to Section 7.2 of this Agreement.
2. As a condition to the effectiveness of this Second Amendment, (a) the
Borrower shall have executed and delivered to the Bank an Amended and
Restated Revolving Note in the form of EXHIBIT A hereto, and any and all
references in the Loan Agreement, the Guaranty or any of the other Loan
Documents to a "Note", "Revolving Note", "Promissory Note" or any other
terminology intending to refer to the promissory note executed by the
Borrower to evidence Borrower's obligation to repay the Revolving Loan shall
automatically be deemed to mean said Amended and Restated Revolving Note, as
the same may be further amended from time to time.
3. Borrower represents and warrants to the Bank that all
representations and warranties given by Borrower in Article V of the Loan
Agreement As Amended are true and correct as of the date hereof, except to
the extent affected by this Second Amendment. Borrower represents and
warrants to the Bank that Borrower is in full compliance with all of the
covenants of Borrower contained in Article VI of the Loan Agreement As
Amended, except to the extent affected by this Second Amendment. Borrower
agrees to pay directly, or reimburse the Bank for, all reasonable expenses,
including the reasonable fees and expenses of legal counsel, incurred in
connection with the preparation of the documentation to evidence this Second
Amendment and any other documents executed in furtherance hereof, including,
without limitation, the Amended and Restated Revolving Note.
4. Except as heretofore or herein expressly modified, or as may
otherwise be inconsistent with the terms of this Second Amendment (in which
case the terms and conditions of this Second Amendment shall govern), all
terms of the Loan Agreement As Amended shall be and remain in full force and
effect, and the same are hereby ratified and confirmed in all respects.
5. The undersigned Xxxxx X. Xxxxxxx ("Xxxxxxx"), in his individual
capacity, executes this Second Amendment to Revolving Loan Agreement to
expressly evidence his assent to all the terms of the Loan Agreement As
Amended and this Second Amendment, and to further acknowledge and agree that
the Guaranty of Payment dated August 1, 1996, delivered by him to the Bank,
as amended by that certain First Amendment to Guaranty of Payment dated as of
December 31, 1996 (such guaranty of Payment as so amended being herein
referred to as the "Guaranty"), remains in full force and effect and that the
"Obligations" of Xxxxxxx as the "Guarantor" under the Guaranty shall include,
among other obligations, all obligations of the Borrower under the Loan
Agreement As Amended, as amended by this Second Amendment, and under the
Amended and Restated Revolving Note being executed simultaneously herewith.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment effective as of the date first above written.
WITNESSES: SOUTHTRUST BANK, NATIONAL ASSOCIATION
/s/ By: /s/
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Its: Group Vice President
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KMG-BERNUTH, INC.
/s/ Xxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Its: President
ACKNOWLEDGMENT OF GUARANTOR:
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Guarantor
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