KEWAUNEE SCIENTIFIC CORP /DE/
FIRST AMENDMENT TO LOAN DOCUMENTS
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<TYPE>EX-10.1
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<FILENAME>0002.txt
<DESCRIPTION>FIRST AMENDMENT TO LOAN DOCUMENTS
<TEXT>

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                                                                    Exhibit 10.1

                        FIRST AMENDMENT TO LOAN DOCUMENTS

         THIS FIRST AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered
into as of November 30, 2000, between KEWAUNEE SCIENTIFIC CORPORATION, a
Delaware corporation (the "Borrower"), and FIRST UNION NATIONAL BANK, a national
banking association (the "Bank").

                                    RECITALS:
                                    --------

         A. Pursuant to that certain Loan and Security Agreement dated as of
January 6, 1999, between the Bank and the Borrower (the "Original Loan
Agreement"), the Bank extended certain financial accommodations to the Borrower.

         B. The Borrower has requested, and the Bank has agreed, to increase the
existing revolving credit loan facility from $3,000,000 to $6,000,000 and to
extend the term thereof, subject to the terms and conditions set forth herein.

         C. The Original Loan Agreement, as amended hereby, is herein referred
to as the "Amended Loan Agreement," and the Loan Documents, as amended hereby,
are herein referred to as the "Amended Loan Documents." Except as otherwise
defined herein, all capitalized terms shall have such meaning as set forth in
the Amended Loan Agreement.

                                   AGREEMENT:
                                   ----------

         NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other valuable consideration, the parties hereto agree as
follows:

SECTION 1. Amendments to Loan Agreement. The Original Loan Agreement is hereby
---------  ----------------------------
amended as follows:

      1.1. The Loans.  Section 1 of the Original Loan Agreement is hereby
           ---------
amended as follows:

           1.1.1  Revolving Credit Loan. Section 1.01(a) of the Original Loan
                  ---------------------
Agreement is hereby deleted in its entirety, and the following is inserted in
lieu thereof:

            "Availability and Repayment. Subject to the terms and conditions of
             --------------------------
         this Agreement, the Bank will make available for the Borrower's use
         during the period commencing on the date of this Agreement and ending
         on December 31, 2002 (the "Revolving Loan Maturity Date") a revolving
         credit facility of up to $6,000,000.00 (the "Revolving Credit Loan") to
         provide for the general working capital needs of the Borrower. So long
         as no Default or Event of Default has occurred which has not been cured
         or which the Bank, in its sole and absolute discretion, has not waived,
         the Borrower may borrow and reborrow amounts that have been repaid from
         the Revolving Credit Loan, from time to time. The Revolving Credit Loan
         will be evidenced by the Revolving Credit Note, and will bear interest
         at the rates set forth in Section 1.03, and will be payable in full on
                                   ------------
<PAGE>

         the Revolving Loan Maturity Date, unless sooner due and payable
         pursuant to the terms hereof; with interest payable monthly in arrears
         commencing January 31, 1999, and on the last Business Day of each
         calendar month thereafter during the existence of the Revolving Credit
         Loan. Notwithstanding the foregoing, the Bank may, in its sole and
         absolute discretion, make or permit to remain outstanding advances
         under the Revolving Credit Loan in excess of the original principal
         amount of the Revolving Credit Note, and all such amounts shall (i) be
         part of the Obligations evidenced by the Revolving Credit Note, (ii)
         bear interest as provided herein, (iii) be entitled to all rights and
         security as provided under the Loan Documents."

SECTION 2. Conditions Precedent to Closing. The obligation of the Bank to close
---------  -------------------------------
the transactions contemplated by this Amendment (the "Closing") is subject to
satisfaction of the following conditions:

         2.1. Loan Documents. The Bank's receipt of (i) two (2) originals of
              --------------
this Amendment and (ii) one (1) original Amended and Restated Revolving Credit
Note, fully executed by the Borrower and each other party thereto (other than
Bank).

         2.2. Officers Certificates. The Bank's receipt of an officers'
              ---------------------
certificate of two (2) authorized officers of the Borrower certifying, among
other things, that attached are true and correct copies of: (i) certificates of
the existence and good standing of the Borrower (or other similar
certifications), issued by the Secretaries of State of the jurisdiction of the
Borrower's organization and each jurisdiction where the Borrower is required to
qualify to do business as a foreign corporation, (ii) resolutions adopted by the
Board of Directors of the Borrower authorizing the execution, delivery and
performance of this Amendment and all other documents to be executed by the
Borrower in connection herewith and in connection with the Term Loan, (iii) the
governing instruments of the Borrower and (iv) the names and incumbency of those
persons authorized on behalf of the Borrower to sign each of the documents or
certificates to be executed and delivered by the Borrower in connection
herewith.

         2.3. Payment of Fees, Costs and Expenses. Payment of all fees, costs
              -----------------------------------
and expenses due the Bank and evidence of payment to other parties of all fees,
costs and expenses which the Borrower is required to pay in connection with the
Closing, including, without limitation, the Bank's counsel fees incurred in
connection with the negotiation, documentation and closing of this Amendment and
related documents and agreements.

         2.4. No Default. No Default or Event of Default shall exist under the
              ----------
Amended Loan Documents.


         2.5. Representations and Warranties. The representations and warranties
              ------------------------------
contained herein and in the Amended Loan Documents shall be true and correct in
all material respects as of the date of Closing, except (i) those referring to
the financial statements for purposes of this Section shall be deemed to refer
to the most recent financial statements timely furnished to the Bank in
compliance with the Amended Loan Agreement, and (ii) those representations which
specifically relate to an earlier date or which are no longer true due to an
action or event specifically permitted by the provisions of the Amended Loan
Documents.

                                       2
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         2.6. Additional Documentation. Such other documentation or information
             -------------------------
as may reasonably be required by the Bank and its counsel.

SECTION 3. Representations, Warranties and Covenants. The Borrower hereby
---------  -----------------------------------------
reaffirms and remakes as of the date hereof and taking into consideration the
effects of the transactions contemplated in this Amendment, each of the
representations and warranties contained in the Amended Loan Documents as being
true and correct in all respects. The Borrower has the necessary power and
authority and approvals and is duly authorized to execute, deliver and perform
this Amendment and to perform the obligations contemplated hereby and thereby.
The Borrower agrees that until satisfaction of the Obligations, the Borrower
shall fully comply with all covenants as set forth in the Amended Loan
Documents.

SECTION 4. Miscellaneous.
---------  -------------

         4.1. No Waiver. Except to the extent that the Loan Documents are
              ---------
specifically modified by this Amendment, nothing in this Amendment, or in the
Bank's failure to act prior to this Amendment, shall constitute a waiver by the
Bank of its rights and remedies under the Amended Loan Documents. No act or
omission by the Bank under this Amendment or in its relations with the Borrower
shall constitute a waiver of any of its rights and remedies under the Amended
Loan Documents unless such waiver is in writing, signed by the Bank, and then
only to the extent specifically set forth therein.

         4.2. Reaffirmation; Incorporation; Interpretation. The Borrower hereby
              --------------------------------------------
acknowledges that all terms and conditions of the Amended Loan Agreement are and
shall remain in full force and effect. The Borrower hereby reaffirms its
Obligations under the Amended Loan Documents. This Amendment is incorporated
into the Loan Documents by reference and shall constitute a part thereof as if
fully set forth therein. In the event that any of the terms or the provisions of
the Loan Documents are inconsistent or contradictory of the terms hereof, the
terms of this Amendment shall control.

         4.3. Release. The Borrower acknowledges and agrees that, as of the date
              -------
hereof, it does not have any claim, defense or set-off right against the Bank,
or any of its officers, directors, employees, agents, successors, assigns or
affiliates, nor any claim, defense or set-off right to the enforcement by the
Bank of the full amount of the Obligations. The Borrower hereby forever
expressly waives, releases, relinquishes, satisfies, acquits and discharges the
Bank and its officers, directors, employees, agents, successors, assigns and
affiliates, from any and all defenses to payment or other defenses, set-offs,
claims, counterclaims, liability and causes of action, accrued or unaccrued,
known or unknown, which occurred or arose on or prior to the date hereof.

         4.4. Counterparts. This Amendment may be executed simultaneously in
              ------------
several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         4.5. Severability. The invalidity or unenforceability of any one or
              ------------
more phrases, sentences, clauses or Sections contained in this Amendment shall
not affect the validity or enforceability of the remaining portions of this
Amendment, or any part thereof.

                                       3
<PAGE>

         4.6. Governing Law. This Amendment shall be governed by and construed
              --------------
in accordance with the laws of the State of North Carolina, without regard to
conflict of laws principles.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the day and year first above written.

                                             BORROWER:
                                             --------

                                             KEWAUNEE SCIENTIFIC CORPORATION


                                             By      /s/ D. Michael Parker
                                               ---------------------------------
                                               D. Michael Parker, Vice President

ATTEST:

             /s/ Jeffrey L. Bunton
--------------------------------------------
Name: Jeffrey L. Bunton, Assistant Secretary

[CORPORATE SEAL]



                                             BANK:
                                             ----

                                             FIRST UNION NATIONAL BANK


                                             By         /s/ Gayle W. Harris
                                                --------------------------------
                                                Name:  Gayle W. Harris
                                                Title:  Vice President

                                       4
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                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$6,000,000                                             Charlotte, North Carolina
                                                                 January 6, 1999
                                  (Amended and restated as of November 30, 2000)

         FOR VALUE RECEIVED, KEWAUNEE SCIENTIFIC CORPORATION, a Delaware
corporation (the "Borrower"), hereby unconditionally promises to pay to the
order of

         FIRST UNION NATIONAL BANK (the "Bank"), at its principal office in
Charlotte, North Carolina, or at such other place as the Bank may designate, the
principal sum of up to

         SIX MILLION DOLLARS ($6,000,000) or so much thereof as is outstanding,
in lawful money of the United States of America and in immediately available
funds, under the terms and conditions of that certain Loan and Security
Agreement dated January 6, 1999, between the Borrower and the Bank, as the same
may be amended from time to time (the "Loan Agreement"). All capitalized terms
not otherwise defined herein shall have the meanings assigned to them in the
Loan Agreement. All of the terms, conditions and covenants of the Loan Agreement
are expressly made a part of this revolving credit note (the "Note") by
reference in the same manner and with the same effect as if set forth herein at
length, and any holder of this Note is entitled to the benefits of and remedies
provided in the Loan Agreement and any other agreements by and between the
Borrower and the Bank.

         The Loan Agreement contains provisions, among other things, for
borrowing, repaying and reborrowing the indebtedness evidenced by this Note and
for the acceleration of the maturity date hereof upon the occurrence of any
Event of Default as set forth therein. The outstanding balance hereof shall be
due and payable in full on the Revolving Loan Maturity Date and at such other
time at which all of the outstanding principal of any Loan shall become due and
payable (whether by acceleration or otherwise).

         This Note shall bear interest on the outstanding balance from time to
time at the lower of either (i) the LIBOR Market Index Rate, plus 175 basis
                                                             ----
points (1.75%) per annum or (ii) the Prime Rate, minus 75 basis points (0.75%)
                                                 -----
per annum, as determined by the Bank for each day Obligations are outstanding.
Interest will be calculated daily on the basis of actual days elapsed over a
year of 360 days.

         The Borrower agrees to pay, on demand, all costs and expenses
(including reasonable attorneys' fees) incurred by the Bank in connection with
the collection of this Note and the enforcement of the Bank's rights and
remedies under the Loan Agreement and this Note.

         The Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentation, notice of dishonor, protest, notice
of protest, diligence in collection, and any notice of any extensions, renewals,
partial payments or changes in any manner of this Note, or any delay, indulgence
or other act of any holder hereof, whether before or after maturity.
<PAGE>

         This Note amends and restates the terms of that certain Revolving
Credit Note of the Borrower dated January 9, 1999, in the stated principal
amount of $3,000,000 (the "Original Note"). This amendment and restatement is
not intended by the parties to be, nor shall it be construed as, a novation of
the original indebtedness evidenced by the Original Note.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES.

         IN WITNESS WHEREOF, the Borrower has caused its corporate name to be
signed hereto under seal by its officers duly authorized on the date written
above.

                                         KEWAUNEE SCIENTIFIC CORPORATION


                                         By         /s/ D. Michael Parker
                                             ----------------------------------
                                             D. Michael Parker, Vice President
ATTEST:

         /s/ Jeffrey L. Bunton
--------------------------------------
Jeffrey L. Bunton, Assistant Secretary

[CORPORATE SEAL]

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