THIRD AMENDMENT TO LOAN AGREEMENT
This Amendment ("Amendment") is made as of the 17 day of NOVEMBER, 1997, by
and between AMERILINK CORP. AND AMERILINK CORPORATION, (hereafter referred to as
"Borrowers") and Bank One, NA (the "Bank").
WHEREAS, the Borrowers and the Bank entered into a Business Loan
Agreement/Credit Agreement dated DECEMBER 29, 1994, as amended SEPTEMBER 29,
1995 AND SEPTEMBER 27, 1996 (the "Credit Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below:
NOW, THEREFORE, the parties hereto agree as follows:
1. Capitalized terms not defined herein shall have the meaning ascribed
in the Credit Agreement.
2. Subsection 1.2.5 - The Section bearing the heading FACILITY FEE of
the Credit Agreement is hereby deleted in its entirety.
3. The Borrowers represent and warrant that (a) the representations
and warranties contained in the Credit Agreement are true and correct in all
material respects as of the date of this Amendment, (b) no condition, act or
event which could constitute an Event of Default under the Credit Agreement
exists, and (c) no condition, event, act or omission has occurred, which,
with the giving of notice or passage of time, would constitute an Event of
Default under the Credit Agreement.
4. The Borrowers agree to pay all fees and out-of-pocket disbursements
incurred by the Bank in connection with this Amendment, including legal fees
incurred by the Bank in the preparation, consummation, administration and
enforcement of this Amendment.
5. This Amendment shall become effective only after it is fully
executed by the Borrowers and the Bank.
Except as amended by this Amendment, the Credit Agreement shall remain in
full force and effect in accordance with its terms.
6. This Amendment is a modification only and not a novation. Except
for the above-quoted modification(s), the Credit Agreement, any agreement or
security document, and all the terms and conditions thereof, shall be and
remain in full force and effect with the changes herein deemed to be
incorporated therein. This Amendment is to be considered attached to the
Credit Agreement and made a part thereof. This Amendment shall not release
or affect the liability of any guarantor, surety or endorser of the Credit
Agreement or release any owner of collateral securing the Credit Agreement.
The validity, priority and enforceability of the Credit Agreement shall not
be impaired hereby. To the extent that any provision of this Amendment
conflicts with any term or condition set forth in the Credit Agreement, or
any agreement or security document executed in conjunction therewith, the
provisions of this Amendment shall supersede and control. Borrowers
acknowledge that as of the date of this Amendment it has no offsets with
respect to all amounts owed by Borrowers to Bank and Borrowers waive and
release all claims which they may have against Bank arising under the Credit
Agreement on or prior to the date of this Amendment.
1. The Borrowers acknowledge and agree that this Amendment is limited
to the terms outlined above, and shall not be construed as an amendment of
any other terms or provisions of the Credit Agreement; The Borrowers hereby
specifically ratify and affirm the terms and provisions of the Credit
Agreement. Borrowers release Bank from any and all claims which may have
arisen, known or unknown, in connection with the Credit Agreement on or prior
to the date hereof. This Amendment shall not establish a course of dealing
or be construed as evidence of any willingness on the Bank's part to grant
other or future amendments, should any be requested.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
day and year first above written.
BANK ONE, NA BORROWERS:
AMERILINK CORP.
By ________________________ By: _____________________________
Xxxxx Xxxxxxxxx Xxxxx X. Xxxxxxx
Title: Assistant Vice President Title: President
AMERILINK CORPORATION
By: _____________________________
Xxxxx X. Xxxxxxx
Title: President
