FIRST AMENDMENT TO SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECURITY 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).
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants and agreements set forth in the Loan Agreement and herein, and
for other good and valuable consideration, the mutuality, receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:
1. Each capitalized term used herein, unless otherwise expressly
defined herein, shall have the meaning set forth in the Loan
Agreement or Note, as applicable.
2. Section 3 of the Security Agreement is hereby amended in its
entirety to read as follows:
3. Obligations Secured. The security interests granted by the Borrower
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, between Borrower and
Lender; (b) any and all of the representations, warranties,
obligations, agreements, covenants, and promises of the Borrower
contained in the Loan Agreement and any amendments thereto, the
Revolving Credit Note, this Agreement, and the other Borrower
Documents, as defined in the Loan Agreement and any amendments
thereto, between Borrower and Lender, whether or not now or
hereafter evidenced by any note, instrument, or other writing; and
(c) any and all indebtedness, obligations, and liabilities of the
Borrower to the Lender, however evidenced, whether now existing or
hereafter arising, direct or indirect, absolute or contingent, or
acquired by the Lender, including, without limitation, any and all
other indebtedness, liabilities, and obligations of Borrower to the
Lender, that exist on the date of this Agreement, or arise or are
created or acquired after the date of this Agreement or any
amendment thereto, regardless of whether of the same or of a
different class or type as the indebtedness
evidenced by the Revolving Credit Note and/or the other Borrower
Documents, as defined by the Loan Agreement and any amendments
thereto, and whether or not the creation thereof was reasonably
foreseeable or would be naturally contemplated by the Borrower or
Lender as of the date of this Agreement, or any amendment hereto.
3. The Borrower represents and warrants that no Event of Default has
occurred or is continuing under the Security Agreement.
4. Except to the extent expressly amended or modified hereby, the
Borrower hereby ratifies and reaffirms its covenants, agreements,
obligations, representations and warranties set forth in the
Security Agreement.
IN WITNESS WHEREOF, the Borrower and the Lender have caused this First
Amendment to Loan Agreement to be executed and delivered by their respective
duly authorized officers as of the day and year first above written.
UNIQUEST COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
By: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx, III,
Vice President-Treasurer
(the "Borrower")
AGENT FINANCIAL SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Operating Manager
(the "Lender")
