1
EXHIBIT 10.22
FIRST AMENDMENT TO REVOLVING CREDIT NOTE
THIS FIRST AMENDMENT TO REVOLVING CREDIT NOTE (this
"Amendment") is made this 14th day of June, 1996, by FALCONITE, INC., an
Illinois corporation ("Borrower"), and is accepted by CITIZENS BANK & TRUST
COMPANY OF PADUCAH ("Lender").
WITNESSETH:
WHEREAS, Borrower has heretofore executed and delivered to
Lender its Revolving Credit Note dated October 5, 1995, and payable to the
order of Lender in the maximum principal amount of Seven Million Dollars
($7,000,000.00) (the "Note"); and
WHEREAS, Borrower desires to amend the Note to, among other
things, increase the maximum principal amount of the Note from Seven Million
Dollars ($7,000,000.00) to Thirteen Million Dollars ($13,000,000.00), and
Lender is willing to consent thereto on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower hereby amends the Note as follows:
1. The reference at the top of the Note to the number
"$7,000,000.00" is hereby deleted in its entirety and the number
"$13,000,000.00" is substituted in lieu thereof.
2. The first full paragraph on page 1 of the Note is
hereby deleted in its entirety and the following substituted in lieu thereof:
"FOR VALUE RECEIVED, on the Commitment Termination
Date, the undersigned, FALCONITE, INC., an Illinois
corporation (the "Borrower"), hereby unconditionally promises
to pay to the order of CITIZENS BANK & TRUST COMPANY OF
PADUCAH (the "Lender"), the principal sum of Thirteen Million
Dollars ($13,000,000.00), or such lesser amount as may then be
outstanding under this Note. The aggregate principal amount
which Lender shall be committed to have outstanding under this
Note at any one time shall not exceed the sum of Thirteen
Million Dollars ($13,000,000.00), which amount may be
borrowed, paid, reborrowed and repaid, in whole or in part,
subject to the terms and conditions hereof and of the Loan
Agreement."
2
3. The first full paragraph on page 2 of the Note is
hereby deleted in its entirety and the following substituted in lieu thereof:
"This Note has been executed and delivered pursuant
to the terms of that certain Revolving Credit and Term Loan
Agreement dated October 5, 1995, by and between Borrower and
Lender, as amended by that certain First Amendment to
Revolving Credit and Term Loan Agreement dated January 5,
1996, and that certain Second Amendment to Revolving Credit
and Term Loan Agreement dated June 14, 1996 (as so amended
and as the same may from time to time be further amended,
modified, extended or renewed, the "Loan Agreement") and is
the "Revolving Credit Note" referred to therein. Reference is
hereby made to the Loan Agreement for a statement of (i) the
obligations of the Lender to advance funds hereunder, (ii) the
events upon which the maturity of this Note may be accelerated
and (iii) other terms and conditions, including prepayment,
which may affect this Note. All capitalized terms used and
not otherwise defined herein shall have the respective
meanings assigned to them in the Loan Agreement."
4. The third full paragraph on page 2 of the Note is
hereby deleted in its entirety and the following substituted in lieu thereof:
"As consideration for this Note, the Guarantors have
executed that certain Continuing Guaranty dated October 5,
1995, in favor of Lender, as amended by that certain First
Amendment to Continuing Guaranty dated January 5, 1996, and
that certain Second Amendment to Continuing Guaranty dated
June 14, 1996 (as so amended and as the same may from time
to time be further amended, modified, extended or renewed, the
"Continuing Guaranty"). Reference is hereby made to the
Continuing Guaranty for (i) a description of the guaranty and
(ii) a statement of the terms and conditions upon which this
Note is guaranteed."
5. Except to the extent specifically amended by this
Amendment, all of the terms, provisions and conditions contained in the Note
shall be and remain in full force and effect and the same are hereby ratified
and confirmed.
6. All references in the Note to "this Note" and any
other references of similar import shall henceforth mean the Note as amended by
this Amendment.
- 2 -
3
7. Borrower hereby represents and warrants to Lender that:
(a) the execution, delivery and performance by
Borrower of this Amendment are within the corporate powers of Borrower, have
been duly authorized by all necessary corporate action and require no action by
or in respect of, or filing with, any governmental or regulatory body, agency
or official or any other third party;
(b) the execution, delivery and performance by
Borrower of this Amendment do not conflict with, or result in a breach of the
terms, conditions or provisions of, or constitute a default under or result in
any violation of, the terms of the Articles of Incorporation or By-Laws of
Borrower, any applicable law, rule, regulation, order, writ, judgment or decree
of any court or governmental or regulatory agency or instrumentality or any
agreement, document or instrument to which Borrower is a party or by which it
is bound or to which it is subject;
(c) this Amendment has been duly executed and
delivered by Borrower and constitutes the legal, valid and binding obligation
of Borrower enforceable against Borrower in accordance with its terms; and
(d) as of the date hereof, all of the
representations, warranties and covenants of Borrower set forth in the Note are
true and correct and no default or event of default under or within the meaning
of the Note has occurred and is continuing.
8. This Amendment shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns,
except that Borrower may not assign or delegate any of its rights or
obligations hereunder.
9. This Amendment shall be governed by and construed in
accordance with the substantive laws of the Commonwealth of Kentucky (without
reference to conflict of law principles).
10. In the event of any inconsistency or conflict between
the Note and this Amendment, the terms, provisions and conditions contained in
this Amendment shall govern and control.
11. Lender is hereby authorized to attach this Amendment
to the Note as a part thereof.
- 3 -
4
IN WITNESS WHEREOF, Borrower has executed this First Amendment
to Revolving Credit Note this 14th day of June, 1996.
FALCONITE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
----------------------------------
Title: President
---------------------------------
Accepted this 14th day of June, 1996.
CITIZENS BANK & TRUST COMPANY OF PADUCAH
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
- 4 -
