FOURTH AMENDMENT TO REVOLVING NOTE
THIS FOURTH AMENDMENT TO REVOLVING NOTE (this "Amendment") is made as
of May 3 1999, by and between XXXXXXXXX FOODS VENTURE, L. P., a Texas limited
partnership (the "Borrower") and PNC BANK, NATIONAL ASSOCIATION, a national
banking association, successor by merger to PNC Bank, Ohio, National
Association (the "Bank").
WITNESSETH:
WHEREAS, the Borrower has executed and delivered to the Bank a
Revolving Note dated June 13, 1994, in the original principal amount of One
Million One Hundred Thousand Dollars ($1,100,000.00), as amended by an
Amendment to Revolving Note dated March 31, 1995, a Second Amendment to
Revolving Note dated July 1,1995 and a Third Amendment to Revolving Note dated
July 1, 1998 (collectively, the "Note"), evidencing the Borrower's
indebtedness to the Bank for such loan (the "Loan") pursuant to the Loan
Documents;
WHEREAS, the Borrower and the Bank desire to amend the Note as provided for
below;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to he legally bound hereby, the parties hereto agree
as follows:
1. The Note is amended as follows:
1.1 The amount available under the Note is hereby increased
by mending the first page of the Note by deleting "$1,650,000.00" from the
upper left-hand corner thereof and inserting "$1,925,000.00" in its place.
1.2 The first paragraph of the Note is deleted in its entirety
and the following inserted in its place:
"FOR VALUE RECEIVED, XXXXXXXXX FOODS VENTURE, L. P., a Texas limited
partnership (the "Borrower"), hereby promises to pay to the order of PNC
BANK, NATIONAL ASSOCIATION, a national banking association (" Bank"), in
lawful money of the United States of America in immediately available funds
at its offices located at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000, or
at such other location as the Bank may designate from time to time, the
principal sum of One Million Nine Hundred Twenty-Five Thousand Dollars
($1,925,000.00) or such lesser unpaid principal amount together with
accrued and unpaid interest thereon, as may be advanced by the Bank
pursuant to the terms of the Credit Agreement dated June 13,1994 by and
among the Borrower, the Bank, The Fifth Third Bank of Western Ohio, N. A.,
and the Bank, as Agent, as same may be amended from time to time (the
Agreement). This Note shall serve as a master note to evidence all such
advances."
2. Any and all references to the Note in any document, instrument or
certificate evidencing, securing or otherwise delivered in connection with the
Loan shall be deemed to refer to the Note as amended hereby. Any initially
capitalized terms used in this Amendment without definition shall have the
meanings assigned to those terms in the Note or the Loan Documents.
3. This Amendment is deemed incorporated into the Note. To the extent
that any term or provision of this Amendment is or may be deemed expressly
inconsistent with any term or provision in the Loan Documents or the Note, the
terms and provisions hereof shall control.
4. The Borrower hereby represents and warrants that (a) all of its
representations and warranties in the Loan Documents are true and correct, (b)
no default or Event of Default exists under the Note or the Loan Documents,
and (c) this Amendment has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms.
5. The Borrower hereby confirms that any collateral for the Loan,
including but not limited to liens, security interests, mortgages, and pledges
granted by the Borrower or third parties (if applicable), shall continue
unimpaired and in full force and effect.
6. This Amendment may he signed in any number of counterpart copies
and by the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument.
7. This Amendment will be binding upon and inure to the benefit of
the Borrower and the Bank and their respective heirs, executors,
administrators, successors and assigns.
8. Except as amended hereby, the terms and provisions of the Note
remain unchanged and in full force and effect. Except as expressly provided
herein, this Amendment shall not constitute an amendment, waiver, consent or
release with respect to any provision of the Loan Documents or the Note, a
waiver of any default or Event of Default thereunder, or a waiver or release of
any of the Bank's rights and remedies (all of which are hereby reserved). The
Borrower expressly ratifies and confirms the confession of judgment and waiver
of jury trial provisions.
-2-
Executed as of the date first written above.
XXXXXXXXX FOODS VENTURE, L. P.,
a Texas limited partnership
By: G/W FOODS, INC., a Texas corporation
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Print Name: Xxxxxx X. Xxxxxxxxx
Title: President
PNC BANK, NATIONAL ASSOCIATION,
a national banking association
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Print Name: Xxxxxxx X. Xxxxxx
Title: Vice President
-3-
FOURTH AMENDMENT TO REVOLVING NOTE
THIS FOURTH AMENDMENT TO REVOLVING NOTE (this "Amendment") is made as
of May 3, 1999, by and between XXXXXXXXX FOODS VENTURE, L. P., a Texas limited
partnership (the "Borrower") and THE FIFTH THIRD BANK OF WESTERN OHIO, an Ohio
state banking corporation (the "Bank").
WITNESSETH:
WHEREAS, the Borrower has executed and delivered to the Bank a
Revolving Note dated June 13,1994, in the original principal amount of Nine
Hundred Thousand Dollars ($900,000.00), as amended by an Amendment to Revolving
Note dated March 31, 1995, a Second Amendment to Revolving Note dated July
1,1995 and a Third Amendment to Revolving Note dated July 1,1998 (collectively,
the "Note"), evidencing the Borrower's indebtedness to the Bank for such loan
(the "Loan") pursuant to the Loan Documents;
WHEREAS, the Borrower and the Bank desire to amend the Note as provided
for below;
NOW, THEREFORE, in Consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree
as follows:
1. The Note is amended as follows:
1.1 The amount available under the Note is hereby increased by
amending the first page of the Note by deleting "$1,350,000.00" from the upper
left-hand corner thereof and inserting "$1,575,000.00" in its place.
1.2 The first paragraph of the Note is deleted in its
entirety and the following inserted in its place:
"FOR VALUE RECEIVED, XXXXXXXXX FOODS VENTURE, L. P., a Texas limited
partnership (the "Borrower"), hereby promises to pay to the order of
THE FIFTH THIRD BANK OF WESTERN OHIO, an Ohio state banking corporation
("Bank"), in lawful money of the United States of America in
immediately available funds at its offices located at 000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx, Xxxx 00000, or at such other location as the Bank
may designate from time to time, the principal sum of One Million Five
Hundred Seventy-Five Thousand dollars ($1,575,000.00)or such lesser
unpaid principal amount together with accrued and unpaid interest
thereon, as may be advanced by the Bank pursuant to the terms of the
Credit Agreement dated June 13,1994 by and among the Borrower, PNC
Bank, National Association, successor by merger to PNC Bank, Ohio,
National Association, as Agent, PNC Bank, National Association, and the
Bank, as same may be amended from time to time (the "Agreement"). This
Note shall serve as a master note to evidence all such advances."
2. Any and all references to the Note in any document, instrument or
certificate evidencing, securing or otherwise delivered in connection with the
Loan shall be deemed to refer to the Note as amended hereby. Any initially
capitalized terms used in this Amendment without definition shall have the
meanings assigned to those terms in the Note or the Loan Documents,
3. This Amendment is deemed incorporated into the Note. To the extent
that any term or provision of this Amendment is or may be deemed expressly
inconsistent with any term or provision in the Loan Documents or the Note, the
terms and provisions hereof shall control.
4. The Borrower hereby represents and warrants that (a) all of its
representations and warranties in the Loan Documents are true and correct, (b)
no default or Event of Default exists under the Note or the Loan Documents, and
(c) this Amendment has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligation of the Borrower, enforceable
in accordance with its terms.
5. The Borrower hereby confirms that any collateral for the Loan,
including but not limited to liens, security interests, mortgages, and pledges
granted by the Borrower or third parties (if applicable), shall continue
unimpaired and in full force and effect.
6. This Amendment may he signed in any number of counterpart copies
and by the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument.
7. This Amendment will be binding upon and inure to the benefit of
the Borrower and the Bank and their respective heirs, executors, administrators,
successors and assigns.
8. Except as amended hereby, the terms and provisions of the Note
remain unchanged and full force and effect. Except as expressly provided herein,
this Amendment shall not constitute an amendment, waiver, consent or release
with respect to any provision of the Loan Documents or the Note, a waiver of any
default or Event of Default thereunder, or a waiver or release of any of the
Bank's rights and remedies (all of which are hereby reserved). The Borrower
expressly ratifies and confirms the confession of judgment and waiver of jury
trial provisions.
-2-
Executed as of the date first written above.
XXXXXXXXX FOODS VENTURE, L. P.,
a Texas limited partnership
By: G/W FOODS, INC., a Texas corporation
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Print Name: Xxxxxx X. Xxxxxxxxx
Title: President
THE FIFTH THIRD BANK OF WESTERN OHIO
An Ohio state banking corporation
By: /s/ K. Xxxxxxx Xxxxxxx
--------------------------
Print Name: K. Xxxxxxx Xxxxxxx
Title: Vice President
-3-
