THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made and entered into as of the 30th day of April, 1998, among NATIONSBANK,
N.A. ("Lender"), ILD TELESERVICES, INC. ("ILD") and INTELLICALL OPERATOR
SERVICES, INC. ("IOS") (ILD and IOS are sometimes collectively referred to
herein as the "Borrowers").
W I T N E S S E T H:
WHEREAS, Lender and Borrowers are party to that certain Loan and
Security Agreement dated as of August 29, 1997 (as the same has been amended
from time to time, the "Loan Agreement"); and
WHEREAS, Lender and Borrowers desire to amend the Loan Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and legal sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
1. All capitalized terms used herein and not otherwise expressly
defined herein shall have the respective meanings given to such terms in the
Loan Agreement.
2. The Loan Agreement is amended as follows:
A. Section 1.01 of the Loan Agreement is hereby amended by adding
the following phrase to the definition of "FIXED CHARGES" after the phrase
"Capitalized Leases:"
;PROVIDED, HOWEVER, that the principal payments related to
the XxXxxxxxx Subordinated Indebtedness due on December 31,
1997 and March 31, 1998 shall not be deemed Fixed Charges
hereunder.
B. Section 10.01(b)(i) is hereby amended by deleting therefrom
the number "15,500,000" and inserting in lieu thereof the number "14,800,000."
C. Section 10.01(b)(ii) is hereby amended by deleting therefrom
the phrase "for each six month period thereafter" and inserting in lieu
thereof the phrase "for each six month period ending on either September 30
or March 31 of each fiscal year thereafter."
D. Section 10.1(b)(ii) is hereby further amended by deleting
therefrom the phrase "for the immediately preceding six (6) month period" and
inserting in lieu thereof the phrase "for the immediately preceding
measurement period."
E. Section 11.01(v) of the Loan Agreement is hereby amended by
deleting therefrom the reference to the date "October 2, 1997" and inserting
in lieu thereof the date "November 25, 1997."
F. Section 11.01(w) of the Loan Agreement is hereby amended by
deleting therefrom the phrase "the date which is seventy-five (75) days
following the Effective Date," and inserting in lieu thereof the date "March
31, 1998."
3. Lender hereby acknowledges that the end of each Borrower's fiscal
year has changed from December 31 to September 30.
4. Except as expressly set forth herein, the Loan Agreement shall be
and remain in full force and effect as originally written, and shall
constitute the legal, valid, binding and enforceable obligations of Borrowers
to Lender.
5. Each of the Borrowers agrees, jointly and severally, to pay on
demand all reasonable costs and expenses of Lender in connection with the
preparation, execution, delivery and enforcement of this Amendment and all
other Loan Documents and any other transactions contemplated hereby,
including, without limitation, the reasonable fees and out-of -pocket
expenses of legal counsel to Lender.
6. To induce Lender to enter into this Amendment, each of the
Borrowers hereby (i) represents and warrants that, as of the date hereof, and
after giving effect to the terms hereof, there exists no Default or Event of
Default under the Loan Agreement or any of the Loan Documents, and (ii)
acknowledges and agrees that no right of offset, defense, counterclaim, claim
or objection in favor of Borrowers against Lender exists arising out of or
with respect to any of the Loan Documents, the Secured Obligations or the
administration thereof.
7. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same
instrument.
8. This Amendment shall be binding upon and inure to the benefit of
the successors and permitted assigns of the parties hereto.
9. This Amendment and the other Loan Documents shall be governed by,
and construed in accordance with, the laws and decisions of the State of
Georgia, excluding laws and decisions regarding conflicts of law.
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IN WITNESS WHEREOF, Borrowers and Lender have caused this Amendment to be
duly executed, all as of the date first above written.
ILD TELESERVICES, INC.
By: /s/ J. Xxxxx Xxxxxxx
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Its: Chief Financial Officer
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INTELLICALL OPERATOR SERVICES, INC.
By: /s/ J. Xxxxx Xxxxxxx
---------------------------------
Its: Chief Financial Officer
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NATIONSBANK, N.A.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Its: Vice President
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