SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement ("Second Amendment") dated as of
this 27th day of September, 1996, by and between Bank One, Columbus, N.A.,
(hereafter referred to as "Bank One"), AmeriLink Corp. and AmeriLink
Corporation (hereafter referred to as "Borrowers").
WITNESSETH:
THAT WHEREAS, Bank One and Borrowers are parties to a Loan Agreement dated
December 29, 1994, as amended as of September 29, 1995 (hereafter referred to as
the "Agreement"); and
WHEREAS, all parties hereto desire to provide for certain amendments to and
modifications of the existing Agreement;
NOW THEREFORE, in consideration of the foregoing the parties hereto agree
that the Agreement be amended and modified effective on the day and year first
above written as follows:
A. The amount of the Revolving Credit Loan as set forth in Section 1.1 of
the Agreement shall be changed from Ten Million Dollars ($10,000,000) to Twelve
Million Dollars ($12,000,000).
B. Section 1.2.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.2.1 DISBURSEMENTS AND PREPAYMENT. Companies shall execute and deliver
to Bank One a promissory note in the form of Exhibit "1.2.1(2nd)"
attached hereto (hereinafter referred to as the "Revolving Credit
Note"). Disbursements on the Revolving Credit Note shall be made
by Bank One upon Companies' request. Companies shall have the
right to pay all or any part of the outstanding principal balance
on the Revolving Credit Note at any time without penalty and
Companies may then reborrow such amounts.
C. Section 1.2.3 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.2.3 MATURITY, INTEREST RATE, AND BASIS. The Revolving Credit Note will
mature on September 30, 1998 and shall bear interest prior to
maturity at Bank One's Prime Rate in effect from time to time
minus one percent (1%) per annum.
The interest rate will change effective immediately with any
change in Bank One's Prime Rate. Bank One's Prime Rate is herein
defined to mean the rate announced by Bank One from time to time
as its Prime Rate, which rate may not be the lowest or best rate
offered by Bank One. Interest shall be calculated on the basis
of the actual number of days elapsed over a year of 360 days.
D. Section 1.2.4 of the Agreement is hereby deleted in its entirety and
replaced with the following:
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1.2.4 INTEREST PAYMENTS. Interest on the outstanding principal balance
of the Revolving Credit Note shall be paid by Companies in
monthly installments commencing on February 28, 1995 and
continuing on the last day of each succeeding calendar month
until September 30, 1998, when all accrued but unpaid interest
shall be due and payable in full.
E. Section 1.3.1 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.3.1 TERM NOTE. The indebtedness created hereunder shall be evidenced by
Companies' promissory note to Bank One in the form of Exhibit
"1.3.1(2nd)" attached hereto and hereinafter referred to as "Term
Note." Said Term Note shall be executed by Companies and
delivered to Bank One payable to the order of Bank One.
F. Section 1.3.3 of the Agreement is hereby deleted in its entirety and
replaced with the following:
1.3.3 INTEREST PAYMENTS, RATE AND BASIS. Interest upon the unpaid
principal balance of the Term Note shall be due and payable
monthly beginning on February 28, 1995 and continuing on the last
day of each succeeding calendar month thereafter until the
maturity of said Term Note. The Term Note shall bear interest
prior to maturity at Bank One's Prime Rate in effect from time to
time.
The interest rate will change effective immediately with any
change in Bank One's Prime Rate. Bank One's Prime Rate is herein
defined to mean the rate announced by Bank One from time to time
as its Prime Rate, which rate may not be the lowest or best rate
offered by Bank One. Interest shall be calculated on the basis
of the actual number of days elapsed over a year of 360 days.
G. Borrowers shall execute and deliver to Bank One an Amended and
Restated Revolving Credit Note in the form of Exhibit "1.2.1(2nd)". Borrowers
shall execute and deliver to Bank One an Amended and Restated Term Note in the
form of Exhibit "1.3.1(2nd)".
H. As modified and amended by this Second Amendment, the Agreement is in
all respects reinstated, ratified and confirmed by the parties hereto and the
Agreement and this Second Amendment shall be read, taken and construed as one
and the same instrument.
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EXHIBIT "1.2.1(2nd)"
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$12,000,000.00 Columbus, Ohio September 27, 1996
On or before September 30, 1998, for value received, the undersigned promises to
pay to the order of Bank One, Columbus, N.A. (hereinafter called "Bank One") the
sum of Twelve Million and 00/100 Dollars ($12,000,000.00), with interest
(computed on the basis of the actual number of days elapsed divided by a year of
360 days) before maturity on the balance from time to time remaining unpaid at a
rate as set forth in that certain Loan Agreement dated as of December 29, 1994,
as amended between the undersigned and Bank One (the "Loan Agreement"). The
interest rate will change effective immediately with any change in Bank One's
Prime Rate. Interest shall be computed and payable monthly beginning on October
31, 1996 and continuing thereafter on the last day of each month and monthly
until the maturity hereof. Both principal and interest are payable in lawful
money of the United States at the Main Office of Bank One, 100 East Broad
Street, Columbus, Ohio 43271.
The undersigned authorize(s) any Attorney-at-Law to appear for the undersigned
in an action on this promissory note, at any time after the same becomes due, as
herein provided, in any court of record in or of the State of Ohio, or
elsewhere, to waive the issuing and service of process against the undersigned,
and to confess judgment in favor of the legal holder of this promissory note
against the undersigned, for the amount that may be due, with interest at the
rate therein mentioned and cost of suit, and to waive and release all errors in
said proceedings and judgment, and all petitions in error, and right of appeal
from the judgment rendered.
This promissory note evidences a borrowing under and is entitled to the benefits
of the Loan Agreement. The principal may become due or may be declared
forthwith due and payable in the manner and upon the terms and conditions and
with the effect provided in the Loan Agreement.
THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN BANK ONE AND THE UNDERSIGNED ARISING OUT OF, IN CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE
UNDERSIGNED AND BANK ONE IN CONNECTION WITH THIS PROMISSORY NOTE, THE LOAN
AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK ONE'S ABILITY TO PURSUE
REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED
IN THIS PROMISSORY NOTE OR ANY OTHER DOCUMENT RELATED HERETO.
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EXHIBIT "1.3.1(2nd)"
AMENDED AND RESTATED TERM NOTE
$1,629,189.96 Columbus, Ohio September 27, 1996
FOR VALUE RECEIVED, the undersigned promises to pay to the order of Bank One,
Columbus, N.A. (hereinafter called "Bank One") the sum of One Million Six
Hundred Twenty-nine Thousand One Hundred Eighty-nine and 96/100 Dollars
($1,629,189.96), with interest (computed on the basis of the actual number of
days elapsed divided by a year of 360 days) before maturity on the balance from
time to time remaining unpaid at a rate as set forth in that certain Loan
Agreement dated as of December 29, 1994, as amended between the undersigned and
Bank One (the "Loan Agreement"). The interest rate will change effective
immediately with any change in Bank One's Prime Rate. Interest shall be payable
on February 28, 1995 and monthly intervals thereafter. Both principal and
interest are payable in lawful money of the United States at the Main Office of
Bank One, Columbus, N.A., 100 East Broad Street, Columbus, Ohio 43271.
The principal hereof shall be payable in twenty-eight (28) consecutive monthly
installments of Sixty Thousand and 00/100 Dollars ($60,000.00) each, the first
of which shall be due on February 28, 1995, and continuing on the same day of
each month thereafter until May 31, 1997, at which time any remaining balance of
principal, together with all interest accrued thereon, shall be due and payable.
The undersigned hereby authorize(s) any Attorney-at-Law to appear for the
undersigned, in an action on this promissory note, at any time after the same
becomes due, as herein provided, in any court of record in or of the State of
Ohio, or elsewhere, to waive the issuing and service of process against the
undersigned and to confess judgment in favor of the legal holder of this
promissory note against the undersigned for the amount that may be due, with
interest at the rate herein mentioned and costs of suit, and to waive and
release all errors in said proceedings and judgment, and all petitions in error,
and right of appeal from the judgment rendered.
This promissory note evidences a borrowing under and is entitled to the benefits
of the Loan Agreement. The principal may become due or may be declared forthwith
due and payable in the manner and upon the terms and conditions and with the
effect provided in the Loan Agreement.
THE UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE, BETWEEN BANK ONE AND THE UNDERSIGNED ARISING OUT OF, IN CONNECTION
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE
UNDERSIGNED AND BANK ONE IN CONNECTION WITH THIS PROMISSORY NOTE, THE LOAN
AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. THIS WAIVER SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY BANK ONE'S ABILITY TO PURSUE
REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED
IN THIS PROMISSORY NOTE OR ANY OTHER DOCUMENT RELATED HERETO.
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