EXHIBIT 10.19
FIRST AMENDMENT TO LOAN AGREEMENT
---------------------------------
This First Amendment to Loan Agreement (the "Amendment") is
dated and effective as of December 17, 1996, by, between and among
COMMONWEALTH PREMIUM FINANCE CORPORATION, a Kentucky corporation
(referred to herein as "Borrower"); XXXX XXXXXX XXXXX, XXXXXXX X. XXXXX,
XX. and D. XXXXXXX XXXXX, individuals (referred to herein as the
"Guarantors" or individually as a "Guarantor"); and BANK ONE, KENTUCKY,
NA, a national banking association (referred to herein as "Bank").
RECITALS
--------
1. Borrower, Guarantors and Bank are parties to that certain
Loan Agreement dated as of October 18, 1996 (the "Loan
Agreement").
2. Borrower, Guarantors and Bank have agreed to increase the
maximum principal amount of the Revolving Credit Note (as
defined in the Loan Agreement), and further desire to enter
into this Amendment to document such increase and other
terms applicable to such change.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants and agreements contained herein and in the Loan Agreement, and
intending to be legally bound hereby, covenant and agree as follows:
1. Amendment of Sections 2.01 and 2.02. Sections 2.01 and 2.02
-----------------------------------
of the Loan Agreement are hereby deleted and replaced with
the following:
Section 2.01 Revolving Credit Loan
Bank agrees, subject to the terms and conditions of this Agreement
and the other Loan Documents to make Advances to Borrower from time to
time during the period from the date when Borrower first qualifies for
the initial Advance pursuant to Section 3.01 hereof, up to, but not
including, the Maturity Date in an aggregate principal amount
outstanding not to exceed at any time One Million Five Hundred Thousand
Dollars ($1,500,000.00) (the "Revolving Credit Loan"). Subject to the
terms and conditions of this Agreement and of the other Loan Documents,
Borrower may borrow, prepay pursuant to Section 2.05, and reborrow under
this Section 2.01.
Section 2.02 Note
The Revolving Credit Loan and Advances thereunder shall be
evidenced by, and repaid with interest in accordance with, a single
promissory note of Borrower in form and content acceptable to Bank, in
the original principal amount of One Million Five Hundred Thousand
Dollars (U.S. $1,500,000.00), which Note shall be payable to Bank, and
shall mature and shall be due and payable in full on the Maturity Date,
which is October 20, 1997 (the "Revolving Credit Note").
2. Continuing Security. The Indebtedness as evidenced by the
-------------------
Note shall continue to be secured by all of the Loan
Documents and collateral described in the Loan Agreement.
3. No Defenses or Setoffs. As of the date hereof, neither Borrower
----------------------
nor Guarantors is aware of any defenses, credits or setoffs to the
payment of the Indebtedness evidenced by the Note, or to the
enforceability of the Note, the Loan Agreement, or the Loan
Documents against the Borrower or Guarantors, nor are there any
claims, actions or causes of action which could be asserted
against the Bank relating to the transactions evidenced by the
Note, the Loan Agreement, this Amendment or any of the
transactions relating thereto.
4. Limited Effect of Amendment. Except as specifically amended
---------------------------
herein, the terms and conditions of the Note, the Loan Agreement,
the Loan Documents, and all other existing agreements between the
parties are unaffected by this Amendment and shall continue to be
binding upon Borrower, Guarantors and the Bank. Further, the term
"Note" shall include the Amended and Restated Revolving Credit
Note dated December 17, 1996, in the amount of $1,500,000.00
between the Bank and Borrower.
5. Full Force and Effect of Loan Documents. The Loan Documents as
---------------------------------------
defined in the Loan Agreement, including the Amended and Restated
Revolving Credit Note dated December 17, 1996, in the amount of
$1,500,000.00, between the Bank and Borrower, are valid and
enforceable in accordance with their terms and shall continue to
remain in full force and effect.
BANK ONE, KENTUCKY, NA
BY: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
TITLE: Vice President
-----------------------------------
COMMONWEALTH PREMIUM FINANCE
CORPORATION
BY: /s/ X.X. Xxxxx
--------------------------------------
TITLE: President
-----------------------------------
/s/ Xxxx Xxxxxx Xxxxx
-----------------------------------------
XXXX XXXXXX XXXXX
/s/ Xxxxxxx X. Xxxxx, Xx.
-----------------------------------------
XXXXXXX X. XXXXX, XX.
/s/ X.X. Xxxxx
-----------------------------------------
D. XXXXXXX XXXXX
2
