Exhibit 10.12
AMENDMENT NO. 5
TO THE
REVOLVING LOAN AND SECURITY AGREEMENTS
THIS AMENDMENT NO. 5 TO THE REVOLVING LOAN AND SECURITY AGREEMENTS (the
"Amendment") is made and entered into as of June 23, 2005, by and between
▇▇▇▇▇▇▇▇ Enterprises Inc. Profit Sharing Plan and Trust, a Utah corporation
("Lender") and Quest Group International, Inc., a Nevada corporation
("Borrower").
R E C I T A L S
A. The parties entered into agreements captioned "Revolving Loan and
Security Agreements" (the "Revolving Loan Agreements") on the 12th day of
October, 2001and the 13th day of February, 2002 which agreements were
subsequently amended. All capitalized terms not otherwise defined herein shall
have the same meaning as set forth in the Revolving Loan Agreements.
B. The parties desire to amend the Revolving Loan Agreements, as
amended, to reflect an extension of the due date of the loan.
NOW, THEREFORE, the parties hereto hereby amend the Revolving Loan
Agreements as follows:
1. Section 3 of the Revolving Loan Agreements are hereby amended to
read in its entirety as follows:
Section 3. Payments. All principal and interest outstanding shall be
due and payable by the Borrower to the Lender in a single balloon
payment on April 18, 2006. The terms of any outstanding promissory
notes relating to the Revolving Loan Agreements are hereby amended to
reflect the extension of the due date. The Borrower may, from time to
time, in the Borrower's discretion, make one or more periodic payments
to the Lender. Such payments shall be credited to the Borrower's
account on the date that such payment is physically received by the
Lender. Such payments shall be applied first to the interest
outstanding, and then to the principal outstanding.
2. The Revolving Loan Agreements shall remain in full force and effect
and shall remain unaltered, except to the extent specifically amended herein.
3. This Amendment may be signed in several counterparts, through the
use of multiple signature pages appended to each original, and all such
counterparts shall constitute one and the same instrument. Any counterpart to
which is attached the signatures of all parties shall constitute an original of
this Amendment.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
"BORROWER" "LENDER"
QUEST GROUP INTERNATIONAL, INC., ▇▇▇▇▇▇▇▇ ENTERPRISES INC.
a Nevada corporation PROFIT SHARING PLAN AND TRUST
Federal Empl. ID No. ▇▇-▇▇▇▇▇▇▇ a Utah corporation
By /s/ ▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, President Its: Trustee
