FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
EXHIBIT 10.2
FIRST AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This First Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) is made as of the 30th day of November, 2012, by and among:
WEST MARINE PRODUCTS, INC., a California corporation (“West Marine Products”), and each Person identified on the signature pages hereof as a “Borrower” (such Persons, together with West Marine Products, are referred to hereinafter each individually as, a “Borrower” and, collectively, as the “Borrowers”),
the GUARANTORS party hereto,
the LENDERS party hereto, and
XXXXX FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Xxxxx Fargo Retail Finance, LLC), a national banking association having a place of business at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), and as Issuing Lender,
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
WITNESSETH
WHEREAS, the Borrowers, the Guarantors, the Lenders party thereto, and the Agent, among others, have entered into an Amended and Restated Loan and Security Agreement dated as of August 23, 2010 (as amended and in effect, the “Loan Agreement”); and
WHEREAS, the parties hereto have agreed to extend the Maturity Date and to make certain other amendments to the provisions of the Loan Agreement, all as set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
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1.
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Incorporation of Terms and Conditions of Loan Agreement; Definitions. All of the terms and conditions of the Loan Agreement (including, without limitation, all definitions set forth therein) are specifically incorporated herein by reference. All capitalized terms not otherwise defined herein shall have the same meaning as in the Loan Agreement, as applicable.
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2.
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Global Amendment to Loan Documents. Any and all references to “Xxxxx Fargo Retail Finance, LLC” and “WFRF” in the Loan Agreement and the other Loan Documents are hereby amended to mean and refer to “Xxxxx Fargo Bank, National Association (as successor by merger to Xxxxx Fargo Retail Finance, LLC)”.
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3.
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Amendments to Section 1 of the Loan Agreement. The provisions of Section 1.1 of the Loan Agreement are hereby amended by as follows:
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a.
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The following new definitions are hereby inserted in their appropriate alphabetical order:
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| “Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in connection with the purchase of any materials, goods or services by a Loan Party in connection with the business of a Loan Party. | |
| “Drawing Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit. | |
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“First Amendment Effective Date” means November 30, 2012.
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| “First Amendment Fee Letter” means that certain fee letter, dated as of the First Amendment Effective Date, between Borrowers and Agent. | |
| “ISP” means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. | |
| “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, the Standby Letter of Credit Agreement or Commercial Letter of Credit Agreement, as applicable, and any other document, agreement and instrument entered into by the Issuing Lender and any Borrower (or any Subsidiary) or in favor of the Issuing Lender and relating to any such Letter of Credit. | |
| “Letter of Credit Application” means an application for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Lender. | |
| “Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). | |
| “Letter of Credit Indemnified Costs” has the meaning provided in Section 2.11(f). | |
| “Letter of Credit Related Person” has the meaning provided in Section 2.11(f). |
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| “Standard Letter of Credit Practice” means, for the Issuing Lender, any domestic or foreign law or letter of credit practices applicable in the city in which the Issuing Lender issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit. | |
| “Standby Letter of Credit” means any Letter of Credit that is not a Commercial Letter of Credit and that (a) is used in lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment of insurance premiums for reasonably necessary insurance carried by any of the Loan Parties in connection with the business of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges of products or services in connection with the business of a Loan Party. | |
| “Standby Letter of Credit Agreement” means the Standby Letter of Credit Agreement relating to the issuance of a Standby Letter of Credit in the form from time to time in use by the Issuing Lender. | |
| “Stated Amount” means at any time the maximum amount for which a Letter of Credit may be honored. | |
| “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. |
| b. | The definition of “Applicable Margin” is hereby amended by amending and restating the pricing grid set forth therein its entirety as follows: |
| Level | Performance Criteria | Prime Rate Mortgage |
LIBOR Rate
Margin
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| I | Availability greater than or equal to $85,000,000 | 0.50% | 1.50% |
| II | Availability greater than or equal to $40,000,000 but less than $85,000,000 | 0.75% | 1.75% |
| III | Availability less than $40,000,000 | 1.00% | 2.00% |
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| c. | The definition of “Commitment” is hereby amended by inserting the following text as a new sentence at the end of such definition |
| “As of the First Amendment Effective Date, the aggregate Commitments of all Lenders are $120,000,000.” |
| d. | The definition of “Defaulting Lender” is hereby amended and restated in its entirety as follows: |
| “Defaulting Lender” means any Lender that (a) has failed to fund any amounts required to be funded by it under this Agreement within two (2) Business Days after the date that it is required to do so under this Agreement (including but not limited to the failure to make available to the Agent amounts required pursuant to a settlement or to make a required payment in connection with an L/C Disbursement), (b) notified the Borrowers, the Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under this Agreement, or has made a public statement to that effect, (c) failed, within two (2) Business Days after written request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund any amounts required to be funded by it under this Agreement, (d) otherwise failed to pay over to the Agent or any other Lender any other amount required to be paid by it under this Agreement within two (2) Business Days after the date that it is required to do so under this Agreement, or (e) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.” |
| e. | The definition of “Eligible Accounts” is hereby amended by amending and restating the last paragraph of such definition in its entirety as follows: |
| “Notwithstanding the foregoing, that portion of the Borrowing Base attributable to Eligible Accounts shall not exceed $10,000,000 at any time during the period commencing on the First Amendment Effective Date through and including the first anniversary of the First Amendment Effective Date. The foregoing amount shall be increased on each anniversary of the First Amendment Effective Date thereafter, commencing on the first anniversary of the First Amendment Effective Date, by an amount equal to ten percent (10%) of the amount then permitted |
| hereunder in the immediately preceding period, provided that no Event of Default has occurred and is continuing on and as of the effective date of each such increase.” |
| f. | The definition of “Fee Letter” is hereby amended and restated in its entirety as follows: |
| “Fee Letter” means, collectively, that certain fee letter, dated as of the Effective Date, between Borrowers and Agent and the First Amendment Fee Letter. |
| g. | The definition of “Letter of Credit Usage” is hereby amended and restated in its entirety as follows: |
| “Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit, plus the aggregate amount of all unreimbursed L/C Disbursement Obligations (other than L/C Disbursement Obligations which, pursuant to Section 2.11(d), have been deemed Advances hereunder). For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of any Rule under the ISP or any article of the UCP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.” |
| h. | The definition of “Maturity Date” is hereby amended and restated in its entirety as follows: |
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“Maturity Date” means November 30, 2017.
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| i. | The definition of “Maximum Revolver Amount” is hereby amended by amending and restating the proviso at the end of such definition in its entirety as follows: |
| “provided, however, that the Maximum Revolver Amount shall in no event exceed (a) $120,000,000 prior to any exercise by the Borrowers of an Accordion Activation and (b) up to $145,000,000 after Borrowers’ exercise of any Accordion Activation, in each case as may be reduced by Borrowers from time to time in accordance with Section 3.5.” |
| j. | The definition of “Permitted Acquisitions” is hereby amended by replacing each reference to “$30,000,000” in clause (k) thereof with “$25,000,000”. |
| k. | The definition of “Permitted Investments” is hereby amended by replacing each reference to “$30,000,000” in clause (f) thereof with “$25,000,000”. |
| l. | By inserting a new Section 1.6 at the end thereof: |
| “1.6 Changes in Law Generally. Any references in this Agreement to a “change in law” or “change in applicable law” (or words of similar import) after the Effective Date, shall be deemed to include, without limitation, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case, regardless of the date enacted, adopted or issued. | |
| m. | By inserting a new Section 1.7 at the end thereof: |
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“1.7 Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by the terms of any Issuer Documents related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.”
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4.
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Amendment to Section 2.5(b) of the Loan Agreement. The provisions of Section 2.5(b) of the Loan Agreement are hereby amended by (A) deleting the reference to “Section 2.11(c)” contained therein and by inserting a reference to “Section 2.11(f)” in its stead, (B) deleting the references to “standby Letters of Credit” and “commercial Letters of Credit” contained therein and by inserting references to “Standby Letters of Credit” and “Commercial Letters of Credit”, respectively, in their stead.
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5.
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Amendment to Section 2.10 of the Loan Agreement. The provisions of Section 2.10 of the Loan Agreement are hereby amended by amending and restating clause (a) thereof in its entirety as follows:
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“(a) Unused Line Fee. On the first day of each month during the term of this Agreement, an unused line fee (the “Unused Line Fee”) in the amount equal to one-quarter of one percent (0.25%) per annum times the result of (A) the Maximum Revolver Amount, less (B) the average Daily Balance of the Revolver Usage during the immediately preceding month; and”
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6.
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Amendment to Section 2.11 of the Loan Agreement. The provisions of Section 2.11 of the Loan Agreement are hereby amended by amending and restating this section in its entirety as follows:
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“2.11
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Letters of Credit.
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(a) Subject to the terms and conditions of this Agreement, upon the request of the Administrative Borrower made in accordance herewith, and prior to the Maturity Date, the Issuing Lender agrees to issue a requested Standby Letter of Credit and/or Commercial Letter of Credit (each, a “Letter of Credit”) for the account of the Loan Parties. By submitting a request to the Issuing Lender for the issuance of a Letter of Credit, the Borrowers shall be deemed to have requested that the Issuing Lender issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be irrevocable (unless, prior to the issuance, amendment, renewal, or extension of any applicable Letter of Credit, the Issuing Lender otherwise agrees) and shall be made in writing pursuant to a Letter of Credit Application by an L/C Authorized Person and delivered to the Issuing Lender and the Agent via telefacsimile or other electronic method of transmission reasonably acceptable to the Issuing Lender not later than 11:00 a.m. (New York, New York time) at least two (2) Business Days (or such lesser time as the Agent and the Issuing Lender may agree in a particular instance in their sole discretion) prior to the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as the Agent or the Issuing Lender may reasonably request or require, to the extent that such requests or requirements are consistent with the Issuer Documents that the Issuing Lender generally requests for Letters of Credit in similar circumstances. The Agent’s records of the content of any such request will be conclusive absent manifest error.
Pursuant to the Existing Loan Agreement, Xxxxx Fargo has, prior to the Effective Date, issued the standby and commercial letters of credit described on Schedule 2.11 for the account of a Borrower (the “Existing Letters of Credit”). The Loan Parties and the Lenders hereby agree that, subject to the satisfaction of the conditions precedent set forth in Section 3.1, the Existing Letters of Credit shall be treated as Letters of Credit issued by the Issuing Bank hereunder for all purposes of this Agreement.
(b) The Issuing Lender shall have no obligation to issue a Letter of Credit if, after giving effect to the requested issuance, (i) the Letter of Credit Usage would exceed the Borrowing Base minus the then extant amount of outstanding Advances, or, (ii) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the then extant amount of outstanding Advances, and (iii) the Letter of Credit Usage would exceed Letter of Credit Sublimit;
(c) In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing Lender shall not be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s participation with respect to such Letter of Credit may not be reallocated pursuant to Section 2.2(i)(1), or (ii) the Issuing Lender has not otherwise entered into arrangements reasonably satisfactory to it and the Borrowers to eliminate the Issuing Lender’s risk with respect to the participation in such Letter of Credit of the Defaulting Lender, which arrangements may include the Borrowers cash collateralizing such Defaulting Lender’s participation with respect to such Letter of Credit to the satisfaction of the Agent and the Issuing Lender. Additionally, the Issuing Lender shall have no obligation to issue a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit or request that the Issuing Lender refrain from the issuance of letters of credit generally or such Letter of Credit in particular, or (B) the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally, or (C) if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is cash collateralized as provided in this Agreement on or prior to the date of issuance of such Letter of Credit (or such later date as to which the Agent may agree) or all the Lenders have approved such expiry date.
(d) Any Issuing Lender (other than Xxxxx Fargo or any of its Affiliates) shall notify the Agent in writing no later than the Business Day immediately following the Business Day on which such Issuing Lender issued any Letter of Credit; provided that (i) until the Agent advises any such Issuing Lender that the provisions of Section 3.2 are not satisfied, or (ii) unless the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Agent and such Issuing Lender, such Issuing Lender shall be required to so notify the Agent in writing only once each week of the Letters of Credit issued by such Issuing Lender during the immediately preceding week as well as the daily amounts outstanding for the prior week, such notice to be furnished on such day of the week as the Agent and such Issuing Lender may agree. Each Letter of Credit shall be in form and substance reasonably acceptable to the Issuing Lender, including the requirement that the amounts payable thereunder must be payable in Dollars; provided that if the Issuing Lender, in its discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in Dollars (in the equivalent amount of such currency in Dollars as reasonably determined by the Agent). If the Issuing Lender makes a payment under a Letter of Credit, the Borrowers shall pay to Agent an amount equal to the applicable L/C Disbursement by no later than (i) 2:30 p.m. (New York, New York time) on the date that such L/C Disbursement is made, if Administrative Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 1:00 p.m. (New York, New York time) on such date, or (ii) if such
notice has not been received by Administrative Borrower prior to 1:00 p.m. (New York, New York time) on such date, then not later than 2:30 p.m. (New York, New York time) on the next Business Day after Administrative Borrower receives such notice (provided, that interest shall accrue and be payable on such L/C Disbursement at the same rate applicable to Prime Rate Loans from the Business Day such L/C Disbursement is made until paid in full) and, in the absence of such payment, the amount of the L/C Disbursement immediately and automatically shall be deemed to be an Advance under Section 2.1 (notwithstanding any failure to satisfy any condition precedent set forth in Section 3.2 hereof) and, initially, shall bear interest at the rate then applicable to Advances that are Prime Rate Loans. If an L/C Disbursement is deemed to be an Advance hereunder, the Borrowers’ obligation to pay the amount of such L/C Disbursement to the Issuing Lender shall be automatically converted into an obligation to pay the resulting Advance. Promptly following receipt by the Agent of any payment from the Borrowers pursuant to this paragraph, the Agent shall distribute such payment to the Issuing Lender or, to the extent that the Lenders have made payments pursuant to Section 2.11(e) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.
(e) Promptly following receipt of a notice of an L/C Disbursement pursuant to Section 2.11(d), each Lender agrees to fund its Pro Rata Share of the Advance deemed made pursuant to Section 2.11(d) on the same terms and conditions as if the Borrowers had requested such Advance and the Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender shall be deemed to have granted to each Lender, and each Lender shall be deemed to have purchased, a participation in each Letter of Credit issued by the Issuing Lender, in an amount equal to its Pro Rata share of such Letter of Credit, and each such Lender agrees to pay to the Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any L/C Disbursement made by the Issuing Lender under the applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the date due as provided in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or that the Agent or the Issuing Lender elects, based upon the advice of counsel, to refund) to the Borrowers for any reason. Each Lender acknowledges and agrees that its obligation to deliver to the Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement pursuant to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of a Default or Event of Default or the failure to satisfy any condition set forth in Section 3.2 hereof. If any such Lender fails to make available to the Agent the amount of such Lender’s Pro Rata Share of an L/C Disbursement as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and the Agent (for the
account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.
(f) Each Borrower agrees to indemnify, defend and hold harmless the Lender Group (including the Issuing Lender and its branches, Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including the Issuing Lender, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded against any such Letter of Credit Related Person (the “Letter of Credit Indemnified Costs”), and which arise out of or in connection with, or as a result of:
| (i) any Letter of Credit or any pre-advice of its issuance; | |
| (ii) any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any such Letter of Credit Related Person in connection with any Letter of Credit; | |
| (iii) any action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit; | |
| (iv) any independent undertakings issued by the beneficiary of any Letter of Credit; | |
| (v) any unauthorized instruction or request made to the Issuing Lender in connection with any Letter of Credit or requested Letter of Credit or error in computer or electronic transmission; | |
| (vi) an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated; | |
| (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds or holder of an instrument or document; | |
| (viii) the fraud, forgery or illegal action of parties other than the Letter of Credit Related Person; |
| (ix) the Issuing Lender’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation; or | |
| (x) the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority or cause or event beyond the control of the Letter of Credit Related Person; | |
in each case, including that resulting from the Letter of Credit Related Person’s own negligence; provided, however, that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification under clauses (i) through (x) above to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of either the Issuing Lender or the Letter of Credit Related Person claiming indemnity. The Borrowers hereby agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section 2.11(f). If and to the extent that the obligations of the Borrowers under this Section 2.11(f) are unenforceable for any reason, the Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.
(g) The liability of the Issuing Lender (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by the Borrowers that are caused directly by the Issuing Lender’s gross negligence or willful misconduct in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit. The Issuing Lender shall be deemed to have acted with due diligence and reasonable care if the Issuing Lender’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Borrowers’ aggregate remedies against the Issuing Lender and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Borrowers to the Issuing Lender in respect of the honored presentation in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate then applicable to Prime Rate Loans hereunder. The Borrowers shall take action to avoid and mitigate the amount of any damages claimed against the Issuing Lender or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by the Borrowers under or in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by the Borrowers as a result of the breach or alleged wrongful conduct complained of; and (y) the amount (if any) of the loss that would have
been avoided had the Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by specifically and timely authorizing the Issuing Lender to effect a cure.
(h) The Borrowers shall be responsible for preparing or approving the final text of the Letter of Credit as issued by the Issuing Lender, irrespective of any assistance the Issuing Lender may provide such as drafting or recommending text or by the Issuing Lender’s use or refusal to use text submitted by the Borrowers. The Borrowers are solely responsible for the suitability of the Letter of Credit for the Borrowers’ purposes. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration date of such Letter of Credit, the Issuing Lender, in its sole and absolute discretion, may give notice of nonrenewal of such Letter of Credit and, if the Borrowers do not at any time want such Letter of Credit to be renewed, the Borrowers will so notify the Agent and the Issuing Lender at least fifteen (15) calendar days before the Issuing Lender is required to notify the beneficiary of such Letter of Credit or any advising bank of such nonrenewal pursuant to the terms of such Letter of Credit.
(i) The Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:
(i) any lack of validity, enforceability or legal effect of any Letter of Credit or this Agreement or any term or provision therein or herein;
(ii) payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit;
(iii) the Issuing Lender or any of its branches or Affiliates being the beneficiary of any Letter of Credit;
(iv) the Issuing Lender or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit;
(v) the existence of any claim, set-off, defense or other right that any Borrower or any of its Subsidiaries may have at any time against any
beneficiary, any assignee of proceeds, the Issuing Lender or any other Person;
(vi) any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2.11(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with, any Letter of Credit, whether against the Issuing Lender, the beneficiary or any other Person; or
(vii) the fact that any Default or Event of Default shall have occurred and be continuing;
provided, however, that subject to Section 2.11(g) above, the foregoing shall not release the Issuing Lender from such liability to the Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against the Issuing Lender following reimbursement or payment of the obligations and liabilities, including reimbursement and other payment obligations, of the Borrowers to the Issuing Lender arising under, or in connection with, this Section 2.11 nor any Letter of Credit.
(j) Without limiting any other provision of this Agreement, the Issuing Lender and each other Letter of Credit Related Person (if applicable) shall not be responsible to the Borrowers for, and the Issuing Lender’s rights and remedies against the Borrowers and the obligation of the Borrowers to reimburse the Issuing Lender for each drawing under each Letter of Credit shall not be impaired by:
(i) honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;
(ii) honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new name of the beneficiary;
(iii) acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit;
(iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than the Issuing Lender’s determination that such Drawing Document appears on its face substantially to comply with the terms and conditions of the Letter of Credit);
(v) acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that the Issuing Lender in good faith believes to have been given by a Person authorized to give such instruction or request;
(vi) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice to the Borrowers;
(vii) any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit relates;
(viii) assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement that any Drawing Document be presented to it at a particular hour or place;
(ix) payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;
(x) acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where the Issuing Lender has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;
(xi) honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by the Issuing Lender if subsequently the Issuing Lender or any court or other finder of fact determines such presentation should have been honored;
(xii) dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or
(xiii) honor of a presentation that is subsequently determined by the Issuing Lender to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.
(k) Upon the request of the Agent, (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Disbursement that remains outstanding, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Disbursement for any reason remains outstanding, the Borrowers shall, in each case, immediately cash collateralize the then total outstanding Letter of Credit Usage. The foregoing is in addition to any other requirement to deliver cash collateral hereunder (including but not limited to, under Sections 2.3(b), 3.4, 3.5 and 17.3).
(l) In addition to the Letter of Credit fee as set forth in Section 2.5(b), the Borrowers shall pay immediately upon demand to the Agent for the account of the Issuing Lender as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions of Section 2.02(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.03(l)) any and all customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, the Issuing Lender, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals or cancellations) (it being further acknowledged and agreed by each Borrower that, (i) the Issuing Lender may charge customary issuance fees with respect to the issuance of any Letter of Credit hereunder and (ii) the Issuing Lender also imposes a schedule of charges for amendments, extensions, drawings, and renewals).
(m) The Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Agent in Section 16 with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Section 16 included the Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Issuing Lender.
(n) In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document, it is the intention of the parties
hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.11 shall control and govern.
(o) If by reason of (i) any change after the Effective Date in any applicable law, treaty, rule, or regulation or in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Issuing Lender or the Lender Group with any direction, request, or requirement received after the Effective Date (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):
(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or
(ii) there shall be imposed on the Issuing Lender or the Lender Group any other condition regarding any Letter of Credit issued pursuant hereto;
and the result of the foregoing is to increase, directly or indirectly, the cost to the Lender Group of issuing, making, guarantying, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay within three (3) Business Days after demand such amounts as Agent may specify to be necessary to compensate the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Prime Rate Loans hereunder. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.
(p) Unless otherwise expressly agreed by the Issuing Lender and the Borrowers when a Letter of Credit is issued, (i) the rules of the ISP and UCP shall apply to each Standby Letter of Credit, and (ii) the rules of the UCP shall apply to each Commercial Letter of Credit."
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7.
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Amendments to Section 4.6 of the Loan Agreement. The provisions of Section 4.6 of the Loan Agreement are hereby amended as follows:
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a.
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By amending and restating the first proviso at the end of clause (b) thereof in its entirety as follows:
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| “; provided that, except during a Cash Dominion Event, Borrowers shall not be obligated to pay for more than one (1) such report in any twelve (12) month period (unless Availability is less than thirty-five percent (35%) of the Borrowing Base at any time, in which event Borrowers shall be obligated to pay for two (2) such reports in any twelve (12) month period);” | ||
| b. | By amending and restating the last sentence of clause (c) thereof in its entirety as follows: | |
|
“Prior to the occurrence of a Cash Dominion Event, Borrowers shall not be obligated to pay for more than one (1) appraisal pursuant to this Section 4.6(c) in any twelve (12) month period (unless Availability is less than thirty-five percent (35%) of the Borrowing Base at any time, in which event Borrowers shall be obligated to pay for two (2) appraisals in any twelve (12) month period); provided that, prior to the occurrence of a Cash Dominion Event, Borrowers shall be obligated to pay for any inventory appraisals (i) conducted in connection with Borrowers’ request to add Inventory with respect to Permitted Acquisitions to the Borrowing Base, and (ii) Inventory at a port of entry in a State of the United States, a province of Canada or from a third party location to an Eligible Inventory Location.”
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8.
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Amendments to Section 11.3 of the Loan Agreement. The provisions of Section 11.3 of the Loan Agreement are hereby amended by amending and restating the second sentence thereof in its entirety as follows:
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“The foregoing to the contrary notwithstanding, the Loan Parties shall have no obligation to any Indemnified Person under this Section 11.3 with respect to (i) any Indemnified Liability specifically addressed in clauses (i) through (x) of Section 2.11(f), other than to the extent required by Section 2.11(f) and (ii) any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person.
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9.
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Amendments to Section 12 of the Loan Agreement. The provisions of Section 12 of the Loan Agreement are hereby amended by deleting the Agent’s notice address in its entirety and replacing it with the following:
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| “If to Agent: | XXXXX FARGO BANK, NATIONAL ASSOCIATION | |
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Xxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxx Xxxx
Fax No.: (000) 000-0000
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| Telephone No.: (000) 000-0000 | ||
| with copies to: | XXXXXX & XXXXXXXXXX LLP | |
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Xxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxx X. XxxXxxxxx, Esquire
Fax No.: (000) 000-0000
Telephone No.: (000) 000-0000”
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10.
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Amendments to Exhibits and Schedules.
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| a. Exhibit B-1 to the Loan Agreement is hereby amended and restated in its entirety by Exhibit B-1 annexed hereto. | |
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b. The Schedules annexed hereto shall amend and restate in their entirety the corresponding Schedules to the Loan Agreement.
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11.
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Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the satisfaction of the Agent:
|
| a. All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment shall have been duly and effectively taken. | |
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b. Agent shall have received each of the following documents, each in form and substance satisfactory to Agent in its Permitted Discretion, duly executed and in full force and effect:
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i.
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this Amendment;
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ii.
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the First Amendment Fee Letter;
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iii.
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an amended and restated Note in favor of each Lender reflecting the Commitment of such Lender after giving effect to this Amendment; and
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iv.
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an updated Perfection Certificate.
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| c. Agent shall have received a certificate from the Secretary of each Loan Party attesting to the resolutions of such Loan Party’s Board of Directors authorizing its execution, delivery, and performance of this Amendment and the First Amendment Fee Letter and authorizing specific officers of such Loan Party to enter into such agreements. | |
| d. Agent shall have received copies of the Loan Parties’ Governing Documents, as amended, modified, or supplemented to the Effective Date, certified by the |
| Secretary of such Loan Party, or a certification by the Secretary of such Loan Party there have been no changes to the Governing Documents provided to Agent on the Effective Date of the Loan Agreement. | |
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e. Agent shall have received a certificate of status with respect to each Loan Party, dated within thirty (30) days of the First Amendment Effective Date, such certificate to be issued by the secretary of state of the jurisdiction of organization of such Loan Party, each of which shall indicate that such Loan Party is in good standing in such jurisdiction;
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f. Agent shall have received opinions from the Loan Parties’ counsel in form and substance reasonably satisfactory to Agent.
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g. After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
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h. The Borrowers shall have paid to the Agent (i) all amounts then due pursuant to the First Amendment Fee Letter and (ii) all Lender Group Expenses incurred by the Agent in connection with this Amendment and the transactions contemplated hereby.
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12.
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Representations and Warranties. Each Loan Party hereby represents and warrants that as of the First Amendment Effective Date:
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a. (i) no Default or Event of Default exists under the Loan Agreement or under any other Loan Document, and (ii) all representations and warranties contained in the Loan Agreement and in the other Loan Documents are true and correct in all material respects except that (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (y) in the case of any representation and warranty qualified by materiality, they are true and correct in all respects.
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b. This Amendment has been duly executed and delivered by each of the Loan Parties, and constitutes the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
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13.
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Ratification of Loan Documents. The Loan Agreement, as hereby amended, and all other Loan Documents, are hereby ratified and re-affirmed in all respects and shall continue in full force and effect. The Collateral Documents continue to secure the Obligations, as modified pursuant to this Amendment, to the same extent as prior to giving effect to this Amendment.
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14.
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Counterparts. This Amendment may be executed in multiple counterparts, each of which shall constitute an original and together which shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) shall be as effective as delivery of a manually executed counterpart of this Amendment.
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15.
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Entire Agreement. This Amendment and the Loan Agreement together shall constitute one agreement and, together with the First Amendment Fee Letter, express the entire understanding of the parties with respect to the matters set forth herein and therein and supersede all prior discussions or negotiations hereon and thereon.
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16.
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Illegality; Unenforceability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
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17.
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GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER THAN CHOICE-OF-LAW PRINCIPLES AND THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
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[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.
| WEST MARINE PRODUCTS, INC., as | |||
| Administrative Borrower and as a Borrower | |||
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By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | SVP & CFO | ||
| WEST MARINE PUERTO RICO, INC., as a | |||
| Borrower | |||
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By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | SVP & CFO | ||
| W MARINE MANAGEMENT COMPANY, | |||
| INC., as a Borrower | |||
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By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | SVP & CFO | ||
| WEST MARINE INC., as a Guarantor | |||
|
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By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | SVP & CFO | ||
| WEST MARINE CANADA CORP., as a | |||
| Guarantor | |||
|
|
By:
|
/s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | SVP & CFO | ||
| XXXXX FARGO BANK, NATIONAL | |||
| ASSOCIATION (as successor by merger to Xxxxx | |||
| Fargo Retail Finance, LLC), as Agent and as a | |||
| Lender | |||
|
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By:
|
/s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | ||
| Title: | Director | ||
| BANK OF AMERICA, N.A., as a Lender | |||
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By:
|
/s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | ||
| Title: | Vice President | ||
| UNION BANK, N.A., as a Lender | |||
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By:
|
/s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | ||
| Title: | Vice President | ||
EXHIBIT B-1
Updated Borrowing Base Certificate
| West Marine Products, Inc. | Certificate #: |
| Borrowing Base Certificate | Date: |
| Fax to Xxxx Xxxxxxxxxx @ (000) 000-0000 |
BORROWING BASE CALCULATION
| ACCOUNTS RECEIVABLE | |||||||||||
| Eligible Credit Card Receivables | As of: | ||||||||||
| Advance Rate | 85.0% | ||||||||||
| Credit Card Receivables Availability | - | - | - | ||||||||
| Wholesale Receivables | As of: | 1/0/00 | |||||||||
| Less: Ineligible Wholesale A/R | As of: | 1/0/00 | |||||||||
| Less: Dilution @ 15% of Wholesale A/R | As of: | 1/0/00 | 15.0% | 0 | 0 | 0 | |||||
| Eligible Wholesale Receivables capped @ $10,000M | 10,000 | 0 | 0 | 0 | |||||||
| Advance Rate | 85.0% | ||||||||||
| Wholesale Receivables Availability | 0 | 0 | 0 | ||||||||
| Total Accounts Receivable Availability | 0 | 0 | 0 | ||||||||
| INVENTORY | |||||||||||
| Beginning Perpetual Inventory Balance | As of: | 1/0/00 | |||||||||
| Add: Purchases | |||||||||||
| Add: Other adjustments | |||||||||||
| Total Inventory additions | 0 | 0 | 0 | ||||||||
| Total Inventory for Sale | - | - | - | ||||||||
| Less: Cost of Sales | |||||||||||
| Add: Returns | |||||||||||
| Less: Other Adjustments | |||||||||||
| Total Reductions | - | - | - | ||||||||
| Ending Inventory | As of: | 1/0/00 | - | - | - | ||||||
| Shrink Allowance: | As of: | 1/0/00 | |||||||||
| Shrink Base (Fixed @ $250k) | As of: | 1/0/00 | (250) | (250) | (250) | ||||||
| Ineligible Inventory | As of: | 1/0/00 | |||||||||
| Total Ineligible Inventory | (250) | (250) | (250) | ||||||||
| Eligible Inventory | As of: | 1/0/00 | (250) | (250) | (250) | ||||||
| Total Inventory Availability | 0 | 0 | 0 | ||||||||
| Total Collateral Availability | 0 | 0 | 0 | ||||||||
| Availability Reserves: | |||||||||||
| Gift Certificates @50% of total | As of: | 1/0/00 | 50% | ||||||||
| Merchandise Credits @50% of total | As of: | 1/0/00 | 50% | ||||||||
| Landlord Lien States (VA, WA, PA) | As of: | 1/0/00 | |||||||||
| Customer Deposits | As of: | 1/0/00 | |||||||||
| West Advantage Reserves (Marked up 60% of GL Balance), @50% of total | As of: | 1/0/00 | 60.0% | ||||||||
| Texas Ad Valorem Assessment | As of: | 1/0/00 | (178) | (178) | (178) | ||||||
| Gift Certificates Class Action Settlement @ 50% of total | 50.0% | ||||||||||
| Warrranties - Amount due to 3rd parties | |||||||||||
| Boat US Memberships - Amount due to 3rd parties | |||||||||||
| Texas Sales Taxes | |||||||||||
| Canadian Sales Taxes | |||||||||||
| Canadian WEPPA reserve (fixed @ $86K) | |||||||||||
| Litigation Settlement - Lawsuits that have been settled but not covered by insurance | - | - | - | ||||||||
| Total Availability Reserves | (178) | (178) | (178) | ||||||||
| Borrowing Base | ($178) | ($178) | ($178) | ||||||||
| Minimum Adjusted Availability Requirement (Greater of $7 million or 10.0% of the Borrowing Base) | ($7,000) | ($7,000) | ($7,000) | ||||||||
| TOTAL BORROWING BASE Capped at $120,000 | 120,000 | ($7,178) | ($7,178) | ($7,178) | |||||||
| (Memo: Suppressed Availability) | $0 | $0 | $0 | ||||||||
| Beginning Principal Balance | As of: | - | - | ||||||||
| Advances | - | - | - | ||||||||
| Fees | - | - | - | ||||||||
| Adjustments | - | - | - | ||||||||
| Payments | Through: | - | - | - | |||||||
| Ending Principal Balance | - | - | - | ||||||||
| Net availability prior to today's request | (7,178) | (7,178) | (7,178) | ||||||||
| Today's advance request | |||||||||||
| Ending Loan Balance | - | - | - | ||||||||
| Total L/C's Documentary + | Standby | = | - | ||||||||
| Total Obligations | - | - | - | ||||||||
| Availability | (7,178) | (7,178) | (7,178) | ||||||||
| The undersigned officer of West Marine Products, Inc. ("Borrower") a Delaware corporation, represents and warrants that the information set forth above is true and complete. The undersigned grants a security interest in the collateral reflected above to Xxxxx Fargo Bank, National Association. The Borrower represents and warrants that (a) said collateral complies with their representations, warrants, and covenants contained in the Amended and Restated Loan and Security Agreement between lender and undersigned; and (b) no "Event of Default" (as defined in the Amended and Restated Loan and Security Agreement ) is presently in existence. | |||||||||||
| Authorized Signer: | Xxxxxx X. Xxxxx | Signature: | |
| WFRF Account Executive: | Xxxxxx Xxxx | Signature: | |
| NOTES | |||
Schedules to Loan Agreement
SCHEDULE A-1
Agent's Account
| An account at a bank designated by Agent from time to time as the account into which Borrowers shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Administrative Borrower and the Lender Group to the contrary, Agent's Account shall be that certain deposit account bearing account number 37235547964500614 and maintained by Agent with Xxxxx Fargo, ABA 000-000-000. |
SCHEDULE B-1
Approved Brokers and Forwarders
DHL Global Forwarding (Canada) Inc. (f/k/a DHL Danzas Air & Ocean) MIQ,
LLC (d/b/a Meridian IQ)
FedEx Trade Networks Transport & Brokerage, Inc.
SCHEDULE C-1
Commitments
|
Lender
|
Commitment
|
Applicable Percentage
|
|
Xxxxx Fargo Bank, National Association
|
$73,000,000 | 60.833333333% |
|
Bank of America, N.A.
|
$21,500,000 | 17.916666667% |
|
Union Bank, N.A.
|
$25,500,000 | 21.250000000% |
|
TOTAL
|
$120,000,000 | 100.000000000% |
SCHEDULE D-1
Designated Account
An account number 4171269558 of Administrative Borrower maintained with Administrative Borrower’s Designated Account Bank, or such other deposit account of Administrative Borrower (located within the United States) that has been designated as such, in writing, by Administrative Borrower to Agent.
"Designated Account Bank" means Xxxxx Fargo Central Coast RCBO, whose office is located at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000, and whose ABA number is 000-000-000 with respect to Agent.
SCHEDULE P-1
Permitted Liens
The Liens described on the financing statements listed on the following UCC Summary Report.
UCC SUMMARY REPORT
| Debtor Searched | Juris. | Filing Office | Sec'd Party | Filing Type | File Date | File Number |
| West Marine, Inc. | DE | SOS | OceanGrafix, LLC | UCC-1 | 3/4/2009 | 90685732 |
SCHEDULE 2.11
Existing Letters of Credit
[Xxxxx Fargo Logo]
| L/C ID: 00432276 | Expires: 12/31/2012 | Created: 10/31/2010 | Activity:12/5/2011 | Beneficiary: |
| Date | Type | Increases | Decreases | Contract Balance | Loan Balance | Comments |
| 11/01/2010 | OB | $150,000.00 | $150,000.00 | NTABL Migrated Transaction | ||
| L/C ID: 00432276 | $150,000.00 | $150,000.00 | ||||
| L/C ID: 00483923 | Expires: 4/1/2013 | Created: 11/21/2012 | Activity: 11/26/2012 | Beneficiary: | ||
| Date | Type | Increases | Decreases | Contract Balance | Loan Balance | Comments |
| 11/20/2012 | AM | ($10,000.00) | ($10,000.00) | ACTREF308645 | ||
| 01/20/2012 | AM | ($25,000.00) | ($35,000.00) | |||
| 11/01/2010 | OB | $50,000.00 | $15,000.00 | NTABL Migrated Transaction | ||
| L/C ID: 00483923 | $15,000.00 | $165,000.00 | ||||
| L/C ID: 00517571 | Expires 4/1/2013 | Created: 10/31/2010 | Activity: 5/3/2012 | Beneficiary: | ||
| Date | Type | Increases | Decreases | Contract Balance | Loan Balance | Comments |
| 11/01/2010 | OB | $4,420,000.00 | $4,420,000.00 | NTABL Migrated Transaction | ||
| 05/02/2012 | AM | ($350,000.00) | $4,070,000.00 | |||
| L/C ID: 00517571 | $4,070,000.00 | $4,235,000.00 |
| L/C ID: IC0712095H | Expires: 12/19/2012 | Created: 5/31/2012 | Activity:11/15/2012 | Beneficiary: J XXXXX |
| Date | Type | Increases | Decreases | Contract Balance | Loan Balance | Comments |
| 05/31/2012 | DR | ($123,865.00) | ($123,865.00) | Q0543849 | ||
| 05/31/2012 | DR | ($43,285.80) | ($167,150.80) | Q0546395 | ||
| 04/05/2012 | DR | ($54,765.20) | ($221,916.00) | Q0535201 | ||
| 02/09/2012 | DR | ($61,291.60) | ($283,207.60) | |||
| 01/27/2012 | DR | ($142,175.20) | ($425,382.80) | |||
| 01/27/2012 | DR | ($23,736.00) | ($449,118.80) | |||
| 01/27/2012 | DR | ($57,355.50) | ($506,474.30) | |||
| 01/27/2012 | DR | $57,355.50 | ($449,118.80) | |||
| 12/16/2011 | OB | $823,567.80 | $374,449.00 | |||
| 07/20/2012 | DR | ($168,109.96) | $206,339.04 | Q0557360 | ||
| 11/15/2012 | DR | ($206,304.60) | $34.44 | Q0585849 | ||
| L/C ID: IC0712095H | $34.44 | $34.44 |
| L/C ID: IC0726521H | Expires: 3/30/2013 | Created: 10/31/2012 | Activity:10/31/2012 | Beneficiary: JD CORPORATION, LTD |
| Date | Type | Increases | Decreases | Contract Balance | Loan Balance | Comments |
| 10/30/2012 | OB | $194,913.00 | $194,913.00 | |||
| 10/31/2012 | AM | $90.00 | $195,003.00 | |||
| L/C ID: IC0726521H | $195,003.00 | $195,037.44 |
| L/C ID: IC0727324H | Expires: 1/14/2013 | Created: 11/13/2012 | Activity:11/13/2012 | Beneficiary: X. XXXXX AND ASSOCIATES INTL LTD. |
| Date | Type | Increases | Decreases | Contract Balance | Loan Balance | Comments |
| 11/09/2012 | OB | $143,320.00 | $143,320.00 | |||
| L/C ID: IC0727324H | $143,320.00 | $338,357.44 |
SCHEDULE 5.4
Eligible Inventory Locations
Owned Or Leased West Marine Products, Inc. Stores
|
#
|
ST
|
LOCATION
|
ADDRESS
|
CITY
|
ZIP
|
PHONE #
|
|
540
|
AK
|
West Marine
|
0000 Xxxxxx X Xxxx
|
Xxxxxxxxx
|
00000
|
(907) 349-5299
|
|
172
|
AL
|
West Marine
|
3747 Government Blvd
|
Mobile
|
00000
|
(000) 000-0000
|
|
542
|
AL
|
West Marine
|
00000 Xxxxx Xxxx
|
Xxxxxx Xxxxx
|
00000
|
(251) 981-2750
|
|
1749
|
AL
|
West Marine
|
3654 Airport Blvd.
|
Mobile
|
00000
|
(000) 000-0000
|
|
5509
|
AL
|
West Marine
|
0000 Xxxxxxx Xxxxxx Xxxxxxx
|
Xxxxxx
|
00000-0000
|
(000) 000-0000
|
|
515
|
AZ
|
West Marine
|
0000-0 Xxxx Xxxxxxxx Xxx
|
Xxxxx
|
00000
|
(480) 897-6300
|
|
523
|
AZ
|
West Marine
|
0000 Xxxx Xxxx Xx
|
Xxxxxxx
|
00000
|
(602) 564-6680
|
|
1266
|
AZ
|
West Marine
|
0000 Xxxxxxxxxx Xxxx
|
Xxxx Xxxxxx Xxxx
|
00000
|
(928) 505-4444
|
|
2
|
CA
|
West Marine
|
0000 Xxxxxxxxxx Xx
|
Xxxxxxx
|
00000
|
(510) 532-5230
|
|
3
|
CA
|
Xxxx Xxxxxx
|
000 Xxxxxx Xx
|
Xxxxxxxxx
|
00000
|
(415) 332-0202
|
|
4
|
CA
|
West Marine
|
0000 00xx Xxx
|
Xxxxx Xxxx
|
00000
|
(831) 476-1800
|
|
5
|
CA
|
West Marine
|
000 Xxxxxxx Xxx
|
X. Xxx Xxxxxxxxx
|
00000
|
(650) 873-4044
|
|
6
|
CA
|
West Marine
|
0000 Xxxxx Xxx
|
Xxxxxxxx
|
00000
|
(209) 464-2922
|
|
7
|
CA
|
West Marine
|
0000 Xxxxxx Xxx #000
|
Xxxxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
8
|
CA
|
West Marine
|
000-X Xxxxxxxx Xxx
|
Xxx Xxxx
|
00000
|
(408) 246-1147
|
|
11
|
CA
|
West Marine
|
0000 Xxxxxxxxx Xx
|
Xxxxxx Xxx Xxx
|
00000
|
(310) 823-5357
|
|
12
|
CA
|
Xxxx Xxxxxx
|
000 Xxxxxx Xx
|
Xxxx Xxxxx
|
00000
|
(562) 598-9400
|
|
13
|
CA
|
West Marine
|
000 X Xxxxxx Xxxx
|
Xxx Xxxxx
|
00000
|
(310) 833-0717
|
|
14
|
CA
|
West Marine
|
000 Xxxx Xxxxx Xxx
|
Xxxxxxx Xxxxx
|
00000
|
(949) 645-1711
|
|
15
|
CA
|
West Marine
|
00000 Xxxxxxx Xxxxx Xxx
|
Xxxx Xxxxx
|
00000
|
(949) 493-4455
|
|
16
|
CA
|
Xxxx Xxxxxx
|
0000 Xxxxxxxxx
|
Xxx Xxxxx
|
00000
|
(619) 225-8844
|
|
17
|
CA
|
West Marine
|
0000 X Xxxx Xx
|
Xxxxxxx
|
00000
|
(805) 654-8233
|
|
20
|
CA
|
West Marine
|
0000 Xxxxx Xxxxxx
|
Xxxxxx
|
00000
|
(714) 279-9700
|
|
122
|
CA
|
West Marine
|
0000 Xxxxxxx Xxxx
|
Xxxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
127
|
CA
|
West Marine
|
000 Xxxxx Xxxxx Xxxxxx
|
Xxxxxxx
|
00000-0000
|
(510) 521-4865
|
|
150
|
CA
|
West Marine
|
000 Xxx Xxxx
|
Xxxxx Xxxxx
|
00000
|
(619) 422-1904
|
|
191
|
CA
|
West Marine
|
0000 Xxxxxxxx Xxxx
|
Xxxxxxx
|
00000
|
(530) 226-1400
|
|
546
|
CA
|
West Marine
|
000 Xxxxx Xxxx # X
|
Xxxxxxxx
|
00000
|
(510) 965-9922
|
|
557
|
CA
|
West Marine
|
00-X Xxxxx Xxxxx Xxxxx Xxxxxx
|
Xxxxx Xxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
577
|
CA
|
West Marine
|
0000 Xxx Xxxxx, Xxxxx X
|
Xxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
583
|
CA
|
West Marine
|
0000 Xxxxxxx Xx., Xxxxx 000
|
Xxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
588
|
CA
|
West Marine
|
000 Xxxxxx Xxxxx Xxxx
|
Xxxxxxxx Xxxx
|
00000-0000
|
(000) 000-0000
|
|
1214
|
CA
|
West Marine
|
0000 Xxxxx Xxxx Xxx, Xxxxx X
|
Xxxxx Xxxx
|
00000
|
(707) 579-4076
|
|
1215
|
CA
|
West Marine
|
0000 Xxxxxxxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(760) 435-9290
|
|
1224
|
CA
|
West Marine
|
00000 Xxxxxxx Xxx, Xxx X-0
|
Xxxxxxxxx
|
00000
|
(951) 354-5282
|
|
1235
|
CA
|
West Marine
|
0000 X Xxxx Xxx
|
Xxxxxx
|
00000
|
(559) 271-1490
|
|
1244
|
CA
|
West Marine
|
0 Xxxxxxx Xxxxx Xxx
|
Xxxxxxx Xxxxx
|
00000
|
(310) 374-5242
|
|
1263
|
CA
|
West Marine
|
0000 Xxxxxxxxxx Xx., xxx xx. 0
|
Xxx Xxxxxx
|
00000
|
(650) 593-2070
|
|
1268
|
CA
|
West Marine
|
000 X Xxxxxxx Xxxxxxx Xxxx
|
Xxxx Xxxxxxx
|
00000
|
(805) 382-2223
|
|
1731
|
CA
|
West Marine
|
00000 Xxxxxxx Xxxxx Xxx.
|
Xxxxxxxxxx Xxxxx
|
00000
|
(562) 592-5302
|
|
1733
|
CA
|
West Marine
|
0000 Xxxxxxxxx Xxxxxx
|
Xxx Xxxxx
|
00000
|
(619) 298-3020
|
|
5541
|
CA
|
Concept
|
000X Xxxxxx Xx.
|
Xxxxx Xxxxxxx
|
00000
|
(805) 564-1334
|
|
193
|
CO
|
West Marine
|
0000 Xxxx Xxxxxx Xxxx Xx
|
Xxxxxxxxx Xxxxx
|
00000
|
(303) 221-4656
|
|
87
|
CT
|
West Marine
|
00 X Xxxxx Xx
|
Xxxxxx
|
00000
|
(860) 536-1455
|
|
93
|
CT
|
West Marine
|
000 Xxxxxxx Xxx
|
Xxxxxxxx
|
00000
|
(203) 969-7727
|
|
129
|
CT
|
West Marine
|
00 Xxxxxxxx Xxxx Xx
|
Xxxxxxxx
|
00000
|
2034813465
|
|
1203
|
CT
|
West Marine
|
00 Xxxxx Xxxxxx
|
Xxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
1293
|
CT
|
West Marine
|
000 Xxxxx Xxxx, Xxxx #0
|
Xxxxxxxxx
|
00000
|
(203) 377-5548
|
|
000
|
XX
|
Xxxx Xxxxxx
|
00000 Xxxxxxx Xxxxxxx
|
Xxxxxxxx Xxxxx
|
00000
|
(302) 644-9424
|
|
000
|
XX
|
Xxxx Xxxxxx
|
0000 Xxxxxxx Xxx
|
Xxxx
|
00000
|
(302) 836-2766
|
|
0000
|
XX
|
Xxxx Xxxxxx
|
000 Xxxxxx Xxxx. #00
|
Xxx Xxxxxx
|
00000
|
(302) 325-9550
|
|
30
|
FL
|
West Marine
|
00000 Xxxxxxxx Xxxx
|
X. Xxxxx Xxxxx
|
00000
|
(305) 947-6333
|
|
31
|
FL
|
West Marine
|
0000 X Xxxxx Xxx
|
Xxxxx
|
00000
|
(305) 444-5520
|
|
34
|
FL
|
West Marine
|
0000 Xxxxxxxxx Xxxx
|
Xxxxxxxxxxxx
|
00000
|
(904) 388-7510
|
|
35
|
FL
|
West Marine
|
000 X Xxxxxxx Xxx
|
Xxxxxxxxx Xxxxx
|
00000
|
(954) 427-6165
|
|
36
|
FL
|
West Marine
|
0000 00xx Xx. Xxxxx
|
Xx. Xxxxxxxxxx
|
00000
|
(727) 867-5700
|
|
38
|
FL
|
West Marine
|
0000 X Xxxxxx Xxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(321) 242-9600
|
|
59
|
FL
|
West Marine
|
1857 North US Hwy 1
|
Ft. Xxxxxx
|
34946
|
(772) 460-9044
|
|
61
|
FL
|
West Marine
|
000 Xxxxxxxx Xx
|
Xxx Xxxx
|
00000
|
(305) 295-0999
|
|
64
|
FL
|
West Marine
|
000000 Xxxxxxxx Xxx #000
|
Xxx Xxxxx
|
00000
|
(305) 453-9050
|
|
65
|
FL
|
West Marine
|
0000 Xxxxxxxxx Xxx
|
Xxxxxxxxx
|
00000
|
(850) 453-0010
|
|
68
|
FL
|
West Marine
|
000 Xxxxx Xx Xxx 000
|
Xxxxxxx Xxxxx
|
00000
|
(386) 226-9966
|
|
114
|
FL
|
West Marine
|
00000 X Xxxxx Xxx
|
Xxxxxx Xxx
|
00000
|
(305) 232-0811
|
|
118
|
FL
|
West Marine
|
0000 X Xxxxxxx Xx
|
Xxxxx
|
00000
|
8133480521
|
|
000
|
XX
|
Xxxx Xxxxxx
|
0000 Xxxxx Xx
|
Xxxxx
|
00000
|
(305) 263-7465
|
|
139
|
FL
|
West Marine
|
0000 X Xxxxxxxxx/XX 0
|
X. Xxxxxxx
|
00000
|
(386) 760-0660
|
|
144
|
FL
|
Xxxx Xxxxxx
|
0000 XX 00 Xxxxx
|
Xxxxxxx
|
00000
|
(727) 846-1903
|
|
146
|
FL
|
West Marine
|
000 XX Xxx 00
|
Xxxxxxx Xxxxx
|
00000
|
(352) 563-0003
|
|
155
|
FL
|
West Marine
|
0000 Xxxxxxx Xxxxx
|
Xxxx Xxxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
156
|
FL
|
West Marine
|
0000 X Xxxxxxxxx Xx
|
Xxxxxxxxxxx
|
00000
|
(850) 574-3309
|
|
170
|
FL
|
West Marine
|
0000 Xxxxx Xxxxx Xxx
|
Xxxxxxxxx
|
00000
|
(850) 476-2720
|
|
171
|
FL
|
West Marine
|
0000 Xxxx 00xx Xx
|
Xxxxxx Xxxx
|
00000
|
(850) 763-1844
|
|
510
|
FL
|
West Marine
|
0000 Xxxxx Xxxxxxx Xxxx., Xxxxx 000
|
Xxxxx Xxxxxx
|
00000-0000
|
(000) 000-0000
|
|
547
|
FL
|
West Marine
|
0000 X Xxxxx Xx Xxxx Xxxx
|
Xx. Xxxxxxxxx
|
00000
|
(904) 810-5353
|
|
548
|
FL
|
West Marine
|
0000 Xxxxxxx Xxxxx Xxxxx
|
Xxxxxx
|
00000
|
(941) 408-8288
|
|
549
|
FL
|
West Marine
|
000-X Xxx 00 Xxxx
|
Xxxxxx
|
00000
|
(850) 269-0636
|
|
565
|
FL
|
West Marine
|
0000 Xxxx Xxxxx Xxxx. Xxxx
|
Xxxx Coral
|
339049159
|
(000) 000-0000
|
|
569
|
FL
|
West Marine
|
00000 Xxxxx Xxxx. Xxxx 0
|
Xxxxxxxxxxxx
|
00000
|
(904) 821-5033
|
|
1098
|
FL
|
West Marine
|
0000 X. Xxxxxx Xxxxxxx Xxx Xxxxx X
|
Xxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
1099
|
FL
|
West Marine
|
00000 X. Xxxxx Xxxxxxx
|
Xxxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
1200
|
FL
|
West Marine
|
0000 Xxxxxx Xxxxx
|
Xxxxxx Xxxx Xxx
|
00000
|
(850) 234-2717
|
|
1201
|
FL
|
West Marine
|
00000 Xxxxxx Xxxxxxxxx Xxxx Xxx 0
|
Xxxxxx Xxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
1209
|
FL
|
West Marine
|
000 X. Xxxxxxx Xxxxxx Xxxxxxxx
|
Xxxxxxx Xxxxxx
|
00000-0000
|
(000) 000-0000
|
|
1218
|
FL
|
West Marine
|
0000 0xx Xxxxx XX
|
Xxxxxx Xxxxx
|
00000
|
(863) 401-2500
|
|
1220
|
FL
|
West Marine
|
0000 Xxxxx Xxxxxxx Xxx, Xxx 00
|
Xxxxxx Xxxxx
|
00000
|
(561) 266-8489
|
|
1227
|
FL
|
West Marine
|
0000 X. Xxxxxxx Xxxx
|
Xxxxxxx
|
00000
|
(813) 657-5553
|
|
1239
|
FL
|
Xxxx Xxxxxx
|
000 Xxxxxxx Xxxxx
|
Xxxxx Xxxxx
|
00000
|
(941) 637-0019
|
|
1242
|
FL
|
West Marine
|
1721 Gulf to Xxx Xxxx
|
Xxxxxxxxxx
|
00000
|
(727) 447-5320
|
|
1248
|
FL
|
West Marine
|
0000 0xx Xxx.
|
Xxxxx Xxxxxx
|
00000
|
(305) 294-2025
|
|
1254
|
FL
|
West Marine
|
000 X Xxxxxxxx Xx #00
|
Xxxxxxx
|
00000
|
(407) 330-7400
|
|
1256
|
FL
|
West Marine
|
000 Xxx Xx.
|
Xxxxxxx
|
00000
|
(407) 644-8557
|
|
1262
|
FL
|
West Marine
|
0000 X. Xxx Xxxxx Xxx
|
Xxxx Xxxxxxxxx
|
00000
|
(321) 837-1113
|
|
1265
|
FL
|
West Marine
|
0000 XX Xxxxxxx Xxx
|
Xxxxxx Xxxxx
|
00000
|
(772) 692-3092
|
|
1273
|
FL
|
West Marine
|
0000 X Xxxxxxxxxx Xxxxx Xxxx
|
Xxxxxxxxxx
|
00000
|
(954) 457-3848
|
|
1274
|
FL
|
West Marine
|
0000 Xxx Xxxxxx Xx.
|
Xxxxxxxxxxxx
|
00000
|
(904) 520-4650
|
|
1277
|
FL
|
West Marine
|
0000 Xxxxxxxx Xxx
|
Xxxxxxxx
|
00000
|
(305) 289-1009
|
|
1278
|
FL
|
West Marine
|
0000 Xxxxx Xxxxxxx Xxxxx
|
Xxxxxxxx
|
00000
|
(941) 360-6000
|
|
1279
|
FL
|
Xxxx Xxxxxx
|
000 XX Xxx 0
|
Xxxxxxxx
|
00000
|
(561) 745-3013
|
|
1284
|
FL
|
West Marine
|
0000 XX Xxxxxxx Xxx
|
Xxxxxx
|
00000
|
(772) 223-1515
|
|
1287
|
FL
|
West Marine
|
00 Xxxxx Xxxxxxx, XX
|
Xx. Xxxxxx Xxxxx
|
00000
|
(850) 664-2254
|
|
1289
|
FL
|
West Marine
|
0000 Xxxxxx Xxxx. Xxxxx
|
Xx. Xxxxxxxxxx
|
00000
|
(727) 342-8001
|
|
1290
|
FL
|
West Marine
|
00000 XX XXX 0
|
Xxxxx Xxxx Xxxxx
|
00000
|
(561) 868-8000
|
|
1291
|
FL
|
West Marine
|
0000 Xxxxxxx Xxxxxxx
|
Xx. Xxxxx
|
00000
|
(239) 985-6700
|
|
1292
|
FL
|
West Marine
|
0000 X. Xxxxxxx Xxx.
|
Xxxx Xxxxxxxxxx
|
00000
|
(954) 400-5323
|
|
1303
|
FL
|
West Marine
|
000 X Xxxxxxx Xxx
|
Xxxxxxx Xxxxx
|
00000
|
(954) 783-5292
|
|
1304
|
FL
|
West Marine
|
0000 0xx Xx Xxxxx
|
Xxxxxx
|
00000
|
(239) 262-0206
|
|
1306
|
FL
|
west Marine
|
0000 0xx xx
|
Xxxxxxxxx
|
00000
|
(941) 357-1657
|
|
1744
|
FL
|
West Marine
|
0000 X. Xxxxxxxxx Xxxxx, #0000
|
Xxxxxxxxx Xxxxxxx
|
00000
|
(407) 339-8005
|
|
1757
|
FL
|
West Marine
|
00000 Xxxxxxxx Xxxx.
|
X. Xxxxx
|
00000
|
(305) 895-1870
|
|
1768
|
FL
|
West Marine
|
00000 X.X. Xxx. 00 Xxxxx
|
Xxxxxx Xxxxxxx
|
00000
|
(727) 939-1754
|
|
5501
|
FL
|
West Marine
|
0000 X. XxXxxx Xx., Xxxxx X
|
Xxxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
5506
|
FL
|
Xxxx Xxxxxx
|
000 - 00xx Xxxxxx
|
Vero Beach
|
329605454
|
(000) 000-0000
|
|
5511
|
FL
|
West Marine
|
0000 X. Xxx Xxxxx
|
Xxxxxx Xxxxx
|
00000
|
(941) 778-4858
|
|
5512
|
FL
|
West Marine
|
000 Xxxxxx Xxxxx Xxxx
|
Xxxxxx Xxxxx
|
00000-0000
|
(000) 000-0000
|
|
135
|
GA
|
West Marine
|
0000 Xxxx Xxxx
|
Xxxxxx
|
00000
|
(770) 612-9944
|
|
137
|
GA
|
West Marine
|
0000 Xxxxxxxx Xx
|
Xxxxxxxx
|
00000
|
(912) 352-2660
|
|
507
|
GA
|
West Marine
|
000 Xxxxx Xxxxx Xxxxx
|
Xxxxxxx
|
00000
|
(706) 650-1939
|
|
1225
|
GA
|
West Marine
|
0000 Xxxxx Xxx., Xxx 0
|
Xxxxxxxxx
|
00000
|
(912) 264-6222
|
|
1285
|
GA
|
West Marine
|
0000 Xxxxxx Xxxxxx Xxxxxxx
|
Xxxxxx
|
00000
|
(470) 202-1052
|
|
1294
|
HI
|
West Marine
|
000 X. Xxxxxx Xxx
|
Xxxxxxxx
|
00000
|
(808) 526-4420
|
|
71
|
IL
|
West Marine
|
000 X Xxxxx Xxx
|
Xxxxxxx
|
00000
|
(312) 654-1818
|
|
76
|
IL
|
West Marine
|
0 Xxxx Xxxxx Xxx
|
Xxx Xxxx
|
00000
|
(847) 973-2221
|
|
000
|
XX
|
Xxxx Xxxxxx
|
0000-0xx Xx
|
Xxxxxxxx Xxxxxx
|
00000
|
(847) 746-2015
|
|
1727
|
IL
|
West Marine
|
00 Xxxx Xxxx Xxxx
|
Xxxxxxxxx Xxxxxxx
|
00000
|
(847) 398-0606
|
|
1745
|
IL
|
West Marine
|
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|
Xxxxxxx
|
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|
6307921550
|
|
100
|
IN
|
West Marine
|
0000 Xxxxxxxx Xx
|
Xxxxxxxx Xxxx
|
00000
|
(219) 874-9722
|
|
186
|
IN
|
West Marine
|
0000 Xxxx 00xx Xx
|
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|
(317) 841-0826
|
|
00
|
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|
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|
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|
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|
(504) 482-5090
|
|
508
|
LA
|
West Marine
|
0000 X Xxxxxxx Xxxx
|
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|
00000
|
(225) 216-3055
|
|
514
|
LA
|
West Marine
|
0000 Xxxxxxxx Xx. #X-0
|
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|
00000
|
(337) 231-0000
|
|
0000
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|
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|
0000 X. Xxxxxxxx Xxxx.
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00000-0000
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(000) 000-0000
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|
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|
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|
0000 Xxxxxx Xxxxxx Xxxx Xxxx. Xxx X
|
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|
00000
|
(985) 223-9908
|
|
1223
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LA
|
West Marine
|
0000 Xxxx Xxxxx Xxxx Xx.
|
Xxxx Xxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
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|
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|
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|
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|
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|
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|
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00000
|
(781) 356-2100
|
|
83
|
MA
|
West Marine
|
00 Xxxxxxxx Xxx
|
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|
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|
(508) 457-6500
|
|
107
|
MA
|
West Marine
|
0000 Xxxx Xxxxx Xxx
|
Seekonk
|
02771
|
(508) 336-5004
|
|
119
|
MA
|
West Marine
|
000 Xxxxxx Xxxxx
|
Xxxxxx
|
00000
|
(781) 329-2430
|
|
512
|
MA
|
West Marine
|
43 Home Depot Drive
|
Plymouth
|
02360-2669
|
(000) 000-0000
|
|
0000
|
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|
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|
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|
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|
(781) 639-6451
|
|
0000
|
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|
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|
000 Xxxxxxxx Xx, Xxx X
|
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|
00000
|
(508) 862-2700
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxxxxxx Xx
|
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|
00000
|
(781) 939-0000
|
|
1296
|
MA
|
West Marine
|
000 Xxxxxxxxx Xxx
|
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|
00000
|
(508) 742-0490
|
|
0000
|
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|
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|
000 Xxxxxxxx Xxxxxx
|
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|
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|
(978) 777-5940
|
|
0000
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|
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|
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|
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|
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|
(508) 693-2906
|
|
41
|
MD
|
West Marine
|
000 Xxxxxxxxx Xx
|
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|
00000
|
(410) 268-0129
|
|
143
|
MD
|
West Marine
|
0000 XxXxxxxx Xx
|
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|
00000
|
4106041752
|
|
000
|
XX
|
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|
0000 Xxxxx XxxxXx
|
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|
00000
|
(410) 770-3080
|
|
179
|
MD
|
West Marine
|
0000 Xxxxxxxxxx Xx X #000
|
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|
00000
|
(410) 563-8905
|
|
180
|
MD
|
West Marine
|
000 Xxxxx Xx
|
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|
00000
|
(301) 889-0004
|
|
516
|
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|
Xxxx Xxxxxx
|
0000 Xxxxxxx'x Xxxxxx Xx
|
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|
00000
|
(410) 956-8920
|
|
537
|
MD
|
West Marine
|
000 X. Xxxxxxx Xxx
|
Xxxxx Xxxx
|
00000
|
(410) 287-6600
|
|
560
|
MD
|
West Marine
|
00000 Xxxx Xxxx Xxxxxx
|
Xxxx Xxxx
|
00000
|
(410) 639-9959
|
|
562
|
MD
|
West Marine
|
14030 X.X. Xxxxxxx Xxxx
|
Xxxxxxxx
|
00000
|
(410) 326-6006
|
|
1213
|
MD
|
West Marine
|
0000 Xxxxxxx Xxx., Xxxx 00
|
Xxxxx xx Xxxxx
|
00000
|
(410) 939-6282
|
|
1238
|
MD
|
West Marine
|
12638 Ocean Gateway, Xxxxx 0-0
|
Xxxxx Xxxx
|
00000
|
(410) 213-7543
|
|
1243
|
MD
|
Xxxx Xxxxxx
|
0000 Xxxxxxxx Xxxx
|
Xxxxxxxx
|
00000
|
(410) 437-2617
|
|
1281
|
MD
|
West Marine
|
0000 Xxxxxxx Xxx Xxxxx 000
|
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|
00000
|
(410) 918-9344
|
|
1711
|
MD
|
West Marine
|
0000 Xxxxxxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(301) 230-0945
|
|
1724
|
MD
|
West Marine
|
0000-00 Xxxxxxxx Xxxxxxx Xxx.
|
Xxxx Xxxxxx
|
00000
|
(410) 761-5901
|
|
1738
|
MD
|
West Marine
|
000X Xxxxxxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(410) 573-5744
|
|
84
|
ME
|
Xxxx Xxxxxx
|
000 Xxxxxxxx Xx
|
Xxxxxxxx
|
00000
|
(207) 761-7600
|
|
541
|
ME
|
West Marine
|
00 Xxxxx Xxxx
|
Xxxxxxxxx Xxxxxx
|
00000
|
(207) 244-0300
|
|
57
|
MI
|
West Marine
|
00000 X Xxxxx Xx
|
Xxxxxxxx Xxxxxxxx
|
00000
|
(586) 465-5401
|
|
74
|
MI
|
West Marine
|
00000 Xxxxx Xx
|
Xxxxxxx
|
00000
|
(616) 399-0099
|
|
77
|
MI
|
West Marine
|
00000 Xxxxxxxxx Xxx
|
Xx. Xxxxx Xxxxxx
|
00000
|
(586) 771-4700
|
|
78
|
MI
|
West Marine
|
0000 Xxxxx Xx. #X
|
Xxxxxxxx
|
00000
|
(231) 759-7709
|
|
79
|
MI
|
West Marine
|
000 X Xxx Xxxxxx Xx
|
Xxxx
|
00000
|
(248) 528-2112
|
|
96
|
MI
|
West Marine
|
0000 Xxxxxx Xx
|
Xxx Xxxx
|
00000
|
(989) 667-2100
|
|
154
|
MI
|
West Marine
|
0000 00xx Xx, XX
|
Xxxxx Xxxxxx
|
00000
|
(616) 954-9822
|
|
184
|
MI
|
West Marine
|
0000 Xxxx Xxxxxxx #0
|
Xxxxxxx
|
00000
|
(517) 485-2406
|
|
526
|
MI
|
West Marine
|
000 Xxxx Xxxxxxxx Xx
|
Xxxxxxxx
|
00000
|
(231) 348-7558
|
|
543
|
MI
|
West Marine
|
0000 Xxxxxx Xxxxx Xxxxxx
|
Xxxxxxxx Xxxx
|
00000
|
(231) 922-2300
|
|
1233
|
MI
|
West Marine
|
000 Xxxxxxx Xx.
|
Xxxxx Xxxxx
|
00000
|
(616) 842-8960
|
|
1234
|
MI
|
Xxxx Xxxxxx
|
000 Xxxxxxxx Xx.
|
Xxxxxxx
|
00000
|
(810) 794-2874
|
|
1756
|
MI
|
West Marine
|
00000 Xxxxxxxxx Xxxx
|
Xxxxxx
|
00000
|
(313) 295-7220
|
|
194
|
MN
|
West Marine
|
00000 Xxxxxxxxx Xx
|
Xxxxxxxxxx
|
00000
|
(952) 545-5540
|
|
1252
|
MN
|
West Marine
|
000 X Xxxx Xx.
|
Xxxxxxxxxx
|
00000
|
(651) 275-0889
|
|
1737
|
MN
|
West Marine
|
0000 Xxxxxxx Xxxxxx Xxxxx
|
Xxxxxxxxxxx
|
00000
|
(952) 885-0661
|
|
182
|
MO
|
West Marine
|
0000 XXXXXXX 00
|
Xxxxx Xxxxx
|
00000
|
(573) 302-0552
|
|
190
|
MO
|
West Marine
|
0000 Xxxxx 0xx Xx. #000
|
Xx. Xxxxxxx
|
00000
|
(636) 949-8866
|
|
1295
|
XX
|
Xxxx Xxxxxx
|
0000 Xxxx Xx
|
Xxxxxx
|
00000
|
(228) 388-9090
|
|
136
|
NC
|
West Marine
|
0000 X. Xxxx, Xx. Xxxx
|
Xxx Xxxx
|
00000
|
(252) 636-0650
|
|
138
|
NC
|
West Marine
|
5000 So. Croatan Hwy., Xxxxx 00-00
|
Xxxx Xxxx
|
00000
|
(252) 441-1101
|
|
506
|
NC
|
West Marine
|
00000 Xxxx Xxxxxxx Xxx.
|
Xxxxxxxxx
|
28031-5255
|
(000) 000-0000
|
|
527
|
NC
|
West Marine
|
0000 Xxxxxxx Xxxx #000
|
Xxxxxxx
|
00000
|
(919) 871-6384
|
|
1226
|
NC
|
Xxxx Xxxxxx
|
000 Xxxxxx Xx.
|
Xxxxxxxxxx
|
00000
|
(252) 975-6688
|
|
1253
|
NC
|
West Marine
|
00000 Xxxx Xx. Xxxxx #X
|
Xxxxxxxxx
|
00000
|
(704) 588-1020
|
|
1267
|
NC
|
West Marine
|
0000 Xxxxxxxx Xx Xxx 000
|
Xxxxxxxxxx
|
00000
|
(910) 256-7878
|
|
1280
|
NC
|
West Marine
|
0000 XX Xxx 00 Xxxx
|
Xxxxxxxx Xxxx
|
00000
|
(252) 240-2909
|
|
5534
|
NC
|
West Marine
|
0000 Xxxxx Xx Xxx
|
Xxxxxxxx
|
00000-0000
|
(252) 249-3200
|
|
153
|
NH
|
West Marine
|
000 Xxxxxxxxx Xx #0
|
Xxxxxxxxxx
|
00000
|
(603) 436-8300
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxxxxxxx Xx.
|
Xxxxxxxx
|
00000
|
(603) 474-4610
|
|
95
|
NJ
|
West Marine
|
0000 Xxx 00
|
Xxxxx Xxxxx
|
00000
|
(732) 525-2221
|
|
101
|
NJ
|
West Marine
|
000 Xxxxxx Xx
|
Xxxxx Xxxxx
|
00000
|
(732) 442-5700
|
|
106
|
NJ
|
West Marine
|
000 Xxx Xx (Xxx 0)
|
Xxxxxx Xxxxx
|
00000
|
(609) 601-0061
|
|
110
|
NJ
|
West Marine
|
0000 Xxxxx 00
|
Xx. Xxxxxx
|
00000
|
(856) 231-4600
|
|
111
|
NJ
|
West Marine
|
000 Xxxxx Xxxxx 00 X
|
Xxxxxxxxx
|
00000
|
(732) 542-8282
|
|
121
|
NJ
|
West Marine
|
0000 Xxx 00
|
Xxxxxxxx Xxxxxxxxx
|
00000
|
(732) 872-8100
|
|
130
|
NJ
|
West Marine
|
000 Xxxxx 00 Xxxx
|
Xxx'x Xxxxx
|
00000
|
(732) 341-0710
|
|
148
|
NJ
|
West Marine
|
000 Xxxxx 00 Xxxxx
|
Xxxx
|
00000
|
(201) 712-1111
|
|
188
|
NJ
|
West Marine
|
000 Xxxxx 000
|
Xxxx Xxx
|
00000
|
(609) 898-8245
|
|
0000
|
XX
|
Xxxx Marine
|
000 0xx Xxx.
|
Xxxxxx
|
00000
|
(732) 280-1771
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxxx 0 X
|
Xxxxxx Xxx Xxxxxx
|
00000
|
(609) 296-6243
|
|
0000
|
XX
|
Xxxx Xxxxxx
|
00 Xxxxxxxxxxxxxx Xx.
|
Xxxxx
|
00000
|
(732) 864-8140
|
|
525
|
NV
|
West Marine
|
000 X. Xxxx Xxxx Xx.
|
Xxxxxxxxx
|
00000
|
(702) 567-1166
|
|
1219
|
NV
|
Xxxx Xxxxxx
|
0000 Xxxx Xx.
|
Xxxx
|
00000
|
(775) 329-2552
|
|
73
|
NY
|
West Marine
|
0000 Xxxxxx Xx
|
Xxxxxxx
|
00000
|
(716) 875-0500
|
|
80
|
NY
|
West Marine
|
0000 Xxxx Xxxxx Xx
|
Xxxxxx Xxxx
|
00000
|
(516) 431-0399
|
|
126
|
NY
|
West Marine
|
000 Xxxxxxx Xxx
|
Xxxx Xxxxx
|
00000
|
(631) 669-8585
|
|
132
|
NY
|
West Marine
|
00 Xxxx 00xx
|
Xxx Xxxx Xxxx
|
00000
|
(212) 594-6065
|
|
157
|
NY
|
West Marine
|
0000 Xxxxxxxxx Xxx
|
Xxxx Xxxxxxxxx
|
00000
|
(631) 331-9280
|
|
517
|
NY
|
West Marine
|
00000 Xxxxxxx Xxxxx Xx
|
Xxxxxxxxx
|
00000
|
(315) 788-8490
|
|
533
|
NY
|
West Marine
|
000 Xxxx Xxxxxxxxxxx Xx
|
Xxxxxx
|
00000
|
(518) 783-7700
|
|
536
|
NY
|
West Marine
|
00 Xxxxxxxxx Xxxxxxxxxxx
|
Xxxx Xxxxxxxxxx
|
00000
|
5169441729
|
|
566
|
NY
|
West Marine
|
000 Xxxx Xxxxxxx Xxxxxxx
|
Xxxxxxxxx
|
00000
|
(631) 289-7144
|
|
1207
|
NY
|
West Marine
|
00 Xxx Xxxx Xxx
|
Xxxxxxxxxx
|
00000
|
(631) 427-4210
|
|
1232
|
NY
|
West Marine
|
00 X Xxxxx 0X, Xxx 0
|
Xxxx Xxxxxxxxxx
|
00000
|
(845) 429-7095
|
|
1249
|
NY
|
West Marine
|
0000 Xxx Xxxxxxx Xx.
|
Xxxxxxxxx
|
00000
|
(631) 727-2498
|
|
1763
|
NY
|
West Marine
|
0000 Xxxxx Xxxx Xxxx
|
Xxxxxxxxxxx
|
00000
|
5853232040
|
|
1765
|
NY
|
West Marine
|
7909 1/2 Xxxxx 00
|
Xxxxxx
|
00000
|
(315) 699-0001
|
|
1766
|
NY
|
Xxxx Xxxxxx
|
000 Xxxxxxx Xxxxxxx
|
Xxxx Xxxxxxx
|
00000
|
(631) 422-9780
|
|
1769
|
NY
|
Xxxx Xxxxxx
|
0000 Xxxxxxx Xxxxx Xxxx.
|
Xxxxxxx
|
00000
|
(716) 803-1357
|
|
55
|
OH
|
West Marine
|
000 X Xxxxx Xx
|
Xxxxxxxx
|
00000
|
(419) 621-4700
|
|
70
|
OH
|
West Marine
|
0000 X Xxxxxx Xx
|
Xxxx Xxxxxxx
|
00000
|
(419) 734-9122
|
|
75
|
OH
|
West Marine
|
0000 X Xxxxxx Xxxx. X
|
Xxxxxx
|
00000
|
(419) 727-8989
|
|
161
|
OH
|
West Marine
|
00000 Xxxxxx Xx
|
Xxxxx Xxxxxxxx
|
00000
|
(440) 979-0795
|
|
522
|
OH
|
West Marine
|
0000 Xxxxxxxx Xxxx #000-0
|
Xxxxxx
|
00000
|
(614) 336-4420
|
|
1241
|
OH
|
West Marine
|
0000 Xxxxxxx Xxx.
|
Xxxxxxxxxx
|
00000
|
(440) 963-2005
|
|
1718
|
OH
|
West Marine
|
0000 Xx. Xxxxx Xxxxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(216) 781-6110
|
|
528
|
OK
|
West Marine
|
0000-X Xxxxx Xxxxxxxx Xx
|
Xxxxx
|
00000
|
(918) 665-2101
|
|
21
|
OR
|
West Marine
|
0000 X Xxxxxx Xxxxxxx Xx
|
Xxxxxxxx
|
00000
|
(503) 289-9822
|
|
1205
|
OR
|
West Marine
|
00000 XX Xxxxxxx Xxxx., Xxxxx 000
|
Xxxxxx
|
00000
|
(503) 624-6090
|
|
524
|
PA
|
West Marine
|
0000 XxXxxxxx Xx #00
|
Xxxxxxxxxx
|
00000
|
(412) 369-5800
|
|
1212
|
PA
|
Xxxx Xxxxxx
|
0000 Xxxxxx Xxxx
|
Xxxxxxxx
|
00000
|
(215) 245-0250
|
|
44
|
RI
|
West Marine
|
0000 Xxxxxxxx Xx
|
Xxxx Xxxxxxxxx
|
00000
|
(401) 884-0900
|
|
000
|
XX
|
Xxxx Xxxxxx
|
00 Xxxxx Xxxxxx Xx
|
Xxxxxxxxxxxx
|
00000
|
(401) 788-9977
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxx Xxxx Xx
|
Xxxxxxxxxx
|
00000
|
(401) 841-9880
|
|
134
|
SC
|
West Marine
|
0000 Xxxxxx Xxx
|
X. Xxxxxxxxxx
|
00000
|
(843) 529-0094
|
|
197
|
SC
|
Xxxx Xxxxxx
|
Xxxxx Xxxxxx Xxx, Xxxx 00
|
Xxxxxxxx
|
00000
|
(803) 750-5034
|
|
511
|
SC
|
West Marine
|
0000 Xxxxxxx Xxxx, #000
|
Xxxxxxxx
|
00000
|
(864) 222-1676
|
|
518
|
SC
|
West Marine
|
000 X Xxx 00 Xxxxx
|
X. Xxxxxx Xxxxx
|
00000
|
(843) 280-1327
|
|
567
|
SC
|
West Marine
|
890 Xxxxxxx Xxxxxx Pkwy, Xxxx 000
|
Xxxxxx Xxxx Xxxxxx
|
00000-0000
|
(000) 000-0000
|
|
1208
|
SC
|
West Marine
|
00000 Xxxxxxx 00 Xxxxxx, Xxxx X
|
Xxxxxxxx Xxxxx
|
00000
|
(843) 357-6208
|
|
1258
|
SC
|
West Marine
|
0000 Xxx Xxxxxx Xxxx. , Xxxxx 000
|
Xx. Xxxxxxxx
|
00000
|
(843) 881-2272
|
|
1264
|
SC
|
West Marine
|
000 Xxxxxxxx Xxx Xxx. 000
|
Xxxxxxxxxx
|
00000
|
(843) 402-6988
|
|
5547
|
SC
|
West Marine
|
0000 Xxxxxx Xxxx, Xxxxx X
|
Xxxx Xxxxx
|
00000
|
(843) 522-8297
|
|
538
|
TN
|
West Marine
|
0000 Xxx Xxxxxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(615) 232-8911
|
|
1250
|
TN
|
West Marine
|
0000 Xxxxxxxx Xxxx
|
Xxxxxxxxx
|
00000
|
(865) 690-9744
|
|
50
|
TX
|
West Marine
|
0000 Xxxxxxxx Xxxx # 000
|
Xxxxxx
|
00000
|
(512) 302-1406
|
|
58
|
TX
|
West Marine
|
0000 Xxxxxx Xx
|
Xxx Xxxxxxx
|
00000
|
(210) 348-0770
|
|
94
|
TX
|
West Marine
|
0000 X Xxxxx Xxxxxx Xx
|
Xxxxxx Xxxxxxx
|
00000
|
(361) 980-1765
|
|
196
|
TX
|
Xxxx Xxxxxx
|
000 XX0000 #X
|
Xxxxxxx
|
00000
|
(281) 821-3132
|
|
198
|
TX
|
Xxxx Xxxxxx
|
000 Xxxx X00
|
Xxxxxxx
|
00000
|
(972) 303-2948
|
|
199
|
TX
|
West Marine
|
0000 Xxxxxxxx
|
Xxxxxxxxx
|
00000
|
(409) 741-8052
|
|
564
|
TX
|
Xxxx Xxxxxx
|
0000 Xxxxxx Xxx Xxxxx
|
Xxxxx
|
00000
|
(281) 535-0820
|
|
572
|
TX
|
West Marine
|
0000 XXXX Xxxx 0
|
Xxxxxxxx
|
775866436
|
(000) 000-0000
|
|
580
|
TX
|
West Marine
|
0000 Xxxx XX 000
|
Xxxxxxx
|
75020-1552
|
(000) 000-0000
|
|
1261
|
TX
|
West Marine
|
0000 X. Xxxxxxxx Xxxxxxx
|
Xxxxxxxxxx
|
00000
|
(972) 459-7869
|
|
1712
|
TX
|
West Marine
|
0000 Xxxxxxxx
|
Xxxxxxx
|
00000
|
(713) 880-2160
|
|
539
|
UT
|
West Marine
|
23 West 0000 X. Xx
|
Xxxxxxx
|
00000
|
(801) 565-3615
|
|
47
|
VA
|
West Marine
|
000 Xxxxx Xxxxxxx Xx
|
Xxxxxxxxxx
|
00000-0000
|
(000) 000-0000
|
|
48
|
VA
|
West Marine
|
0000 X Xxxxxxx Xxxx
|
Xxxxxxx
|
00000
|
(757) 825-4900
|
|
85
|
VA
|
West Marine
|
0000 Xxxxxxxxx Xx, #X0
|
Xxxxxxxx Xxxxx
|
00000
|
(757) 496-9996
|
|
105
|
VA
|
West Marine
|
0000 Xxxxxxxx Xxxxx Xxxx
|
Xxxxxxx
|
00000
|
(757) 466-1826
|
|
169
|
VA
|
West Marine
|
00000 X Xxxxx Xx
|
Xxxx Xxxxx
|
00000
|
(804) 346-9502
|
|
183
|
VA
|
West Marine
|
00000 Xxxxxx Xxxx
|
Xxxxxxxxxx
|
00000
|
(703) 492-6225
|
|
1298
|
VA
|
West Marine
|
00000 Xxxxxxx Xxxxxx XXX
|
Xxxxxxxxxx
|
00000
|
(804) 776-7890
|
|
5520
|
VA
|
West Marine
|
0000-X Xxxx Xxxxxx Xxxxx Xxxx
|
Xxxxxxx
|
00000
|
(757) 587-0088
|
|
5545
|
VA
|
West Marine
|
0000 Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxx.
|
Xxxxxxxxxx Xxxxx
|
00000
|
(804) 642-3470
|
|
185
|
VT
|
West Marine
|
000 Xxxxxxxxx Xx
|
Xxxxxxxxxx
|
00000
|
(802) 865-8064
|
|
23
|
WA
|
West Marine
|
0000 Xxxxxxx Xxx XX
|
Xxxxxxx
|
00000
|
(206) 789-4640
|
|
24
|
WA
|
West Marine
|
0000 Xxxxxxxxx Xx X
|
Xxxxxx
|
00000
|
(253) 926-2533
|
|
25
|
WA
|
West Marine
|
000 Xxxxxxxxxx Xxx
|
Xxxxxxxxx
|
00000
|
(360) 293-4262
|
|
26
|
WA
|
West Marine
|
13211 Xxxxxxx Xx
|
Xxxxxxxx
|
00000
|
(425) 641-4065
|
|
27
|
WA
|
West Marine
|
0000 Xxxxx Xxx 000 XX
|
Xxxxxxxxx
|
00000
|
(360) 479-2200
|
|
28
|
WA
|
West Marine
|
0000 Xxxxxxxx Xx
|
Xxxxxxxxxx
|
00000
|
(360) 650-1100
|
|
29
|
WA
|
West Marine
|
0000 Xxxx Xxxxxx Xxxx Xx
|
Xxxxxxx
|
00000
|
(425) 303-1880
|
|
177
|
WA
|
West Marine
|
0000 Xxxx Xxxxxxx Xxx
|
Xxxxxxx
|
00000
|
(509) 533-5532
|
|
181
|
WA
|
West Marine
|
0000 Xxxxxxxxxx Xx
|
Xxxx Xxxxxxxx
|
00000
|
(360) 379-1612
|
|
0000
|
XX
|
Xxxx Marine
|
0000 Xxxxxxxx Xxx Xxxxx
|
Xxxxxxx
|
00000
|
(206) 926-0356
|
|
0000
|
XX
|
Xxxx Marine
|
0000 Xxxxx Xxxx XXXX XX Xxxxx X
|
Xxxxxxx
|
00000
|
(360) 352-1244
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxxxx Xxxxxx - XX Xxx 0000
|
Xxxxxx Xxxxxx
|
00000-0000
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxxx Xxxxxx Xxxxx, Xxxxx X
|
Xxxxxx
|
982304014
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Marine
|
0000 Xxxxxx Xx. Xxxxx X
|
Xxx Xxxxxx
|
00000
|
(253) 858-6250
|
|
189
|
WI
|
West Marine
|
0000 X Xxxxxxxx Xx
|
Xxxxxxx
|
00000
|
(608) 221-8708
|
|
1230
|
WI
|
West Marine
|
0000 Xxxxx Xxx Xx.
|
Xxxxxxxx Xxx
|
00000
|
(920) 746-4520
|
|
1735
|
WI
|
West Marine
|
0000 X. 00xx Xxxxxx
|
Greenfield
|
00000
|
(000) 000-0000
|
Owned or Leased West Marine Puerto Rico, Inc. Stores
|
#
|
ST
|
LOCATION
|
ADDRESS
|
CITY
|
ZIP
|
PHONE#
|
|
544
|
PR
|
West Marine
|
4186 Xxxxxxxxx Xxxxxxx #0
|
Xxxxxxx
|
00000
|
(787) 801-2700
|
|
574
|
PR
|
West Marine
|
000 Xxxxx Xxxxxxxx Xxxxx
|
Xxx Xxxx
|
00000-0000
|
(000) 000-0000
|
Owned or Leased West Marine Canada Corp. Stores
|
#
|
ST
|
LOCATION
|
ADDRESS
|
CITY
|
ZIP
|
PHONE#
|
|
3901
|
BC
|
West Marine
|
0000 Xxxxxx Xxxxxx
|
Xxxxxx
|
X0X0X0
|
(000) 000-0000
|
|
3902
|
BC
|
West Marine
|
0000 Xxxx 0xx Xxxxxx
|
Xxxxxxxxx
|
X0X0X0
|
(000) 000-0000
|
|
3904
|
BC
|
West Marine
|
0000 Xxxxxx Xxxxxxx Xxxxx, Xxx 000
|
Xxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Xxxxxx
|
0000 Xxxxxxx Xxxxxx
|
Xxxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
3910
|
BC
|
West Marine
|
0000 Xxxxx Xxxx
|
Xxxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
3903
|
ON
|
West Marine
|
000 Xxxx Xxxxx Xxxx. Xxxx
|
Xxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Xxxxxx
|
000 Xxxx Xxxxxx
|
Xxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Marine
|
0000 Xxxxxxxx Xxxxxx, Xxxx X0
|
Xxxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Xxxxxx
|
00 Xxxxxxxxx Xxxxx
|
Xxxxxx
|
X0X 0X0
|
(000) 000-0000
|
|
0000
|
XX
|
Xxxx Marine
|
000 Xxxxxxxxx Xx
|
Xxxxxxxx
|
X0X 0X0
|
(000) 000-0000
|
Leased Locations Subject to Collateral Access Agreement:
|
|
1. Lease Agreement and Addendum to Lease, each dated as of January 28, 2011, by and between PanCal West Marine 287 LLC and West Marine Products, Inc. for the Hollister, California distribution facility.
|
|
|
2. Net Lease Agreement dated as of March 11, 1997, between Cabot Industrial Venture A, LLC, a Delaware limited liability company, as successor to Cabot Industrial Properties, L.P., a Delaware limited partnership, as successor to X/X Xx. 00, L.L.C., a South Carolina limited liability company, and West Marine, Inc., for the Rock Hill, South Carolina distribution facility, as amended by that certain First Amendment dated as of August 11, 1998, that certain Second Amendment dated as of April 18, 2000, that certain Landlord Subordination dated as of February 11, 2003, and that certain Third Amendment dated as of July 26, 2004, and as assigned by West Marine, Inc. to West Marine Products pursuant to that certain Assignment and Assumption Agreement dated as of December 28, 2005.
|
| 3. Lease dated June 26, 1997, between Watsonville Freeholders, a California limited partnership, and West Marine Products, Inc. for the Watsonville, California corporate offices, as amended by that certain First Amendment of Lease, dated July 27, 2005, that certain Second Amendment of Lease, dated December 22, 2005, that certain Third Amendment of Lease, dated November 30, 2006, that certain Fourth Amendment of Lease, dated July 29, 2009, and that certain Fifth Amendment of Lease, dated July 15, 2011. |
SCHEDULE 5.6
States of Organization, Chief Executive Offices, XXXXX
The chief executive office for each of the Loan Parties is 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxx 00000
|
COMPANY NAME
|
FEIN
|
DATE OF FORMATION
|
JURISDICTION OF FORMATION
|
ORGANIZATIONAL
ID
|
|
|
West Marine, Inc.
|
1
|
00-0000000
|
09/24/93
|
Delaware
|
2352363
|
|
West Marine Products, Inc.
|
2
|
00-0000000
|
11117176
|
California
|
C0803061
|
|
West Marine Puerto Rico, Inc.
|
2
|
00-0000000
|
04/05/99
|
California
|
C2159447
|
|
W Marine Management
Company, Inc.
|
2
|
00-0000000
|
00/00/00
|
Xxxxxxxxxx
|
X0000000
|
|
Xxxx Xxxxxx Xxxxxx Corp.
|
3
|
86747610 CRA
|
08/27/01
|
Nova Scotia
|
1 =Parent company
2 =Wholly owned subsidiary of West Marine, Inc.
3 =Foreign Corporation, wholly owned subsidiary of W Marine Management Company, Inc.
SCHEDULE 5.7(B)
Capitalization of Loan Parties' Subsidiaries
|
West Marine Entity
|
Form of Entity;
Jurisdiction of
Organization
|
No. of Shares Issued and
Outstanding
|
Owner of Issued and
Outstanding Shares
|
|
West Marine Products, Inc.
|
California corporation
|
6,142,970 shares
|
West Marine, Inc. (100%)
|
|
West Marine Puerto Rico, Inc.
|
California corporation
|
1,000 shares
|
West Marine, Inc. (100%)
|
|
W Marine Management
Company, Inc.
|
California corporation
|
1,000 shares
|
West Marine, Inc. (100%)
|
|
West Marine Canada
Corp.
|
Nova Scotia unlimited company
|
1,000 shares common stock; 6,000,000 shares preferred stock
|
W Marine Management
Company, Inc. (100%)
|
SCHEDULE 5.9
Litigation
None.
SCHEDULE 5.11
Entities Not Solvent
None.
SCHEDULE 5.13
Environmental Matters
None.
SCHEDULE 5.17
Deposit Accounts and Securities Accounts Containing Collateral
Securities Accounts and Deposit Accounts Other Than Payroll Accounts:
|
BANK NAME
|
BANK ACCT #
|
LOCATION
|
|
Amegy Bank
|
6701003569
|
TX
|
|
American Bank of Texas
|
702831570
|
TX
|
|
Associated Bank of the West
|
2223058740
|
WI
|
|
Banco Popular de Puerto Rico - Concentration Account
|
111219957
|
PR
|
| Banco Popular de Puerto Rico - Depository Account | 111-219949 | PR |
|
Bank of America - Concentration Account
|
1487950180
|
CA
|
|
Bank Newport
|
150000065808
|
RI
|
|
Bank of Hampton Roads
|
100021778
|
VA
|
|
Bank of Waukegan
|
00000000
|
IL
|
|
Central Bank of the Ozarks
|
027119
|
MO
|
|
Chase
|
5113501167
|
LA
|
|
Fifth/Third Bank
|
7910187421
|
MI
|
|
First Citizen Bank and Trust
|
4712016217
|
RI
|
|
First Hawaiian Bank
|
00000000
|
HI
|
|
First VA/BBT
|
5233851584
|
VA
|
|
First National Bank of Bar Harbor
|
00000000
|
ME
|
|
Huntington National Bank of OH
|
01701614448
|
OH
|
|
Key Bank of Vermont
|
454680019758
|
VT
|
|
Lake Region Bank (Solutran) NSF Check
|
455128-F
|
MN
|
|
BANK NAME
|
BANK ACCT #
|
LOCATION
|
||
|
M & I Bank of WI
|
0000000000
|
WI
|
||
|
Mechanics Bank
|
00000000
|
CA
|
||
|
PNC Bank of NJ
|
8103767112
|
NJ
|
||
|
Regions Bank
|
0000000000
|
AL
|
||
|
Royal Bank of Canada - Concentration Account
|
00000-0000000
|
Canada
|
||
|
Royal Bank of Canada - Depository Account
|
00000-0000000
|
Canada
|
||
|
Sandhills Bank
|
000000000
|
SC
|
||
|
Sovereign Bank
|
00-00-0000000
|
CT
|
||
|
Sun Trust Bank
|
215252200318
|
FL
|
||
|
Tallahassee State Bank of Florida
|
1280172601
|
FL
|
||
|
Union Bank
|
3120009256
|
CA
|
||
|
Xxxxx Fargo AMEX
|
417-1102338
|
CA
|
||
|
Xxxxx Fargo- AP Clearing
|
9600 029733
|
CA
|
||
|
Xxxxx Fargo - Catalog
|
494-41863862
|
CA
|
||
|
Xxxxx Fargo - Concentration Account
|
417-0000000
|
CA
|
||
|
Xxxxx Fargo- Corporate
|
494-4183870
|
CA
|
||
|
Xxxxx Fargo - Galley
|
494-4250901
|
CA
|
||
|
Xxxxx Fargo IBS-Investment Account
|
00000000
|
CA
|
||
|
Xxxxx Fargo - Port Supply
|
494-4183854
|
CA
|
||
|
Xxxxx Fargo US Postage Account
|
417-0000000
|
CA
|
||
|
Xxxxx Fargo- Velocity Rebate
|
412-1879787
|
CA
|
||
|
BANK NAME
|
BANK ACCT #
|
LOCATION
|
|
Xxxxx Fargo - Visa/Master card - deposit detail rept.
|
417-1119696
|
CA
|
|
Xxxxx Fargo - West Marine Finance Company
Overland Express Sweep
|
417-1269558
|
CA
|
|
Xxxxx Fargo - W Marine Management Co.
|
417-0862601
|
CA
|
|
Xxxxx Fargo- West Marine, Inc.
|
417-0866933
|
CA
|
SCHEDULE 5.19
Credit Card Receipts
Credit Card Issuer: Barclays Bank Delaware (formerly known as Juniper Bank prior to May
25, 2006)
Credit Card Processors and Agreements:
|
|
1. Visa and MasterCard Transactions: Processed by First National Bank of Omaha pursuant to Major Merchant Agreement dated May 23, 1997.
|
|
|
|
|
2. Discover: Processed by Discover Card Services, Inc. pursuant to Agreement dated May 22, 1990.
|
|
| 3. American Express: Processed by American Express pursuant to Acceptance Agreement dated October 2005. | |
|
4. Visa (Canada): Processed by Moneris pursuant to Visa National Account Merchant Agreement dated February 1, 2006.
|
|
| 5. Debit Credit: Processed by Moneris pursuant to National Account Merchant Debit Card and Terminal Agreement dated February 1, 2006. |
|
SCHEDULE 5.25
|
Permitted Indebtedness
None.
SCHEDULE 6.2
Collateral Reporting
Borrowers shall provide Agent (and if so requested by Agent, with copies for each Lender) with the following documents at the following times in form satisfactory to Agent:
(a) Monthly Reporting. In respect of each Fiscal Month, Administrative Borrower shall provide to Agent original counterparts of (each in such form as Agent from time to time may specify):
(i) Borrowing Base Certificate. Prior to the occurrence of an Accelerated Borrowing Base Delivery Event, Administrative Borrower shall provide to Agent, on or before the twelfth (12th) day of each Fiscal Month, a signed Borrowing Base Certificate in respect of the Borrowing Base as of the last day of the immediately preceding Fiscal Period; provided, however that upon the occurrence and during the continuance of an Accelerated Borrowing Base Delivery Event, Administrative Borrower shall provide to Agent, on or before Friday of each week, a signed Borrowing Base Certificate in respect of the Borrowing Base as of the close of business on the preceding Saturday. Such Certificate may be sent to Agent electronically (with an electronic signature) or by facsimile transmission, provided, further, that in each case, upon request by Agent, the original thereof is forwarded to Agent on the date of such transmission. No adjustments to the Borrowing Base Certificate may be made without supporting documentation and such other documentation as may be reasonably requested by Agent from time to time.
(ii) Other Reports. Within 15 days after the end of each Fiscal Month for the immediately preceding Fiscal Month:
(1) purchases and accounts payable analysis report in Agent’s format;
(2) sales audit report and Inventory summary by location and merchandise class;
(3) inventory certificate in Agent’s format;
(4) rent, tax and insurance compliance certificate in Agent’s format;
(5) a Collateral activity summary or “roll forward” inventory report;
(6) a detailed aging, by total, of the Accounts of Borrowers, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent; and
(7) a detailed report regarding Borrowers’ cash and Cash
Equivalents.
(b) Monthly Reconciliation Reports. Within 30 days of the end of each Fiscal Month for the immediately preceding month:
(1) reconciliation of the stock ledger to the general ledger and the calculation of availability; and
(2) statement of store activity in Agent’s format.
(c) For purposes of items (b)(1) and (b)(2) above, the first “preceding Fiscal Month” in respect of which the items required by that Section shall be provided shall be the Fiscal Month ending August 28, 2010.
|
SCHEDULE 7.12
|
Loan Parties' Affiliates
|
Xxxxxxxx X. Xxxxxx individually and/or through the following entities:
|
|
|
•
|
Watsonville Freeholders, a California limited partnership (landlord of Watsonville, CA support center)
|
| • | Partnership that is the landlord of the Santa Cruz, CA store | |
| • | ||
| • | Corporate landlord of New Bedford, MA store, on a month-to-month tenancy following expiration of the lease in February 2012. | |
| • | Partnership that is the landlord of Braintree, MA store |
See also Schedule 5.6.
SCHEDULE 7.18
Deposit Accounts and Credit Card Agreements
|
BANK NAME (All Depository Accounts)
|
BANK ACCT#
|
|
Amegy Bank
|
6701003569
|
|
American Bank of Texas
|
702831570
|
|
Associated Bank of the West
|
2223058740
|
|
Banco Popular de Puerto Rico – Concentration Account
|
111219957
|
|
Banco Popular de Puerto Rico – Depository Account
|
111-219949
|
|
Banco Popular de Puerto Rico – Payroll Account
|
111219841
|
|
Bank of America – Concentration Account
|
1487950180
|
|
Bank Newport
|
15000065808
|
|
Bank of Hampton Roads
|
100021778
|
|
Bank of Waukegan
|
00000000
|
|
Central Bank of the Ozarks
|
027119
|
|
Chase Bank
|
5113501167
|
|
Fifth/Third Bank
|
7910187421
|
|
First Citizen Bank and Trust
|
4712016217
|
|
First Hawaiian Bank
|
00000000
|
|
First VA/BBT
|
5233851584
|
|
First National Bank of Bar Harbor
|
00000000
|
|
Huntington National Bank of OH
|
01701614448
|
|
Key Bank of Vermont
|
454680019758
|
|
Lake Region Bank (Solutran) NSF Check
|
455128-F
|
|
M & I Bank of WI
|
0000000000
|
|
Mechanics Bank
|
00000000
|
|
PNC Bank of NJ
|
8103767112
|
|
Regions Bank
|
0000000000
|
|
Royal Bank of Canada – Concentration Account
|
0010-0000000
|
|
Royal Bank of Canada – Depository Account
|
00000-0000000
|
|
Royal Bank of Canada – Payroll Account
|
00000-0000000
|
|
Sandhills Bank
|
000000000
|
|
Sovereign Bank
|
00-00-0000000
|
|
Sun Trust Bank
|
215252200318
|
|
Tallahassee State Bank of Florida
|
1280172601
|
|
Union Bank
|
3120009256
|
|
Xxxxx Fargo AMEX
|
417-1102338
|
|
Xxxxx Fargo – AP Clearing
|
9600 029733
|
|
Xxxxx Fargo – Blue Cross
|
9600 029748
|
|
Xxxxx Fargo – Catalog
|
494-4183862
|
|
Xxxxx Fargo Concentration
|
417-1263213
|
|
Xxxxx Fargo - Corporate
|
494-4183870
|
|
Xxxxx Fargo – Flexible Benefits
|
417-1266158
|
|
Xxxxx Fargo - Galley
|
494-4250901
|
|
Xxxxx Fargo – IBS-Investment Account
|
00000000
|
|
Xxxxx Fargo - Payroll
|
417-264229
|
|
Xxxxx Fargo – Port Supply
|
494-4183854
|
|
Xxxxx Fargo US Postage Account
|
417-0000000
|
|
Xxxxx Fargo – Velocity Rebate
|
412-1879787
|
|
Xxxxx Fargo – Visa/Master card – deposit detail rept.
|
417-1119696
|
|
Xxxxx Fargo – West Marine Finance Company Overland Express Sweep
|
417-1269558
|
|
Xxxxx Fargo – W Marine Management Co.
|
417-0862601
|
|
Xxxxx Fargo – West Marine, Inc.
|
417-0866933
|
Credit Card Agreements:
See Schedule 5.19
