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EXHIBIT 10.8
FIRST AMENDMENT
TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment")
is dated as of May 20, 1999 and is by and among LIBERTY GROUP OPERATING, INC.,
as Borrower, LIBERTY GROUP PUBLISHING, INC. ("Holdings"), the LENDERS (as
defined in the Credit Agreement referred to below) party hereto, CITIBANK, N.A.,
as Issuing Bank, and CITICORP USA, INC., as Administrative Agent and as
Swingline Lender.
RECITALS
1. The Borrower and Holdings have previously entered into that certain
Credit Agreement dated as of January 27, 1998 (as amended to date, the "Credit
Agreement") with the Lenders from time to time party thereto, CITICORP USA,
INC., as Administrative Agent and Swingline Lender, CITIBANK, N.A., as Issuing
Bank, BT XXXX XXXXX INCORPORATED, as Syndication Agent, XXXXX FARGO BANK, N.A.,
as Documentation Agent, and BANK OF AMERICA NT&SA, as Co-Agent.
2. The Borrower has requested that the Lenders consent to an increase
in the aggregate amount of the Revolving Commitments available under the Credit
Agreement from $125,000,000 to $175,000,000, and the Lenders are willing to
grant such consent on the terms and conditions set forth herein.
3. Certain of the Lenders and certain additional lenders party hereto
(such additional lenders being referred to herein as the "New Lenders") are
willing to provide $50,000,000 in additional Revolving Commitments under the
Credit Agreement and such New Lenders shall become Lenders under and parties to
the Credit Agreement pursuant to this Agreement.
AGREEMENT
I.
DEFINITIONS
1.1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the respective meanings assigned to such terms in the Credit
Agreement.
II.
AMENDMENTS
2.1. Amendments to Credit Agreement; Schedules; Exhibits. As of the
First Amendment Effective Date, the Credit Agreement shall be amended as
follows:
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2.1.1. Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by:
(a) adding thereto in appropriate alphabetical order the
following definitions:
"'FIRST AMENDMENT' means the First Amendment to Credit
Agreement dated as of May 20, 1999 among the Borrower, Holdings,
the Lenders and the Administrative Agent.
'FIRST AMENDMENT EFFECTIVE DATE' has the meaning set
forth in the First Amendment."
(b) deleting the pricing grid set forth in the definition of
"Applicable ABR Margin" and "Applicable Eurodollar Margin" and replacing such
pricing grid with the following:
TOTAL LEVERAGE RATIO: ABR SPREAD EURODOLLAR SPREAD
(p.a.) (p.a.)
CATEGORY 1
Greater than 6.75 to 1.00 1.75% 3.00%
CATEGORY 2
Greater than 6.25 to 1.00 but less than or equal 1.50% 2.75%
to 6.75 to 1.00
CATEGORY 3
Greater than 5.50 to 1.00 but less than or equal 1.25% 2.50%
to 6.25 to 1.00
CATEGORY 4
Greater than 4.50 to 1.00 but less than or equal 1.125% 2.375%
to 5.50 to 1.00
CATEGORY 5
Less than or equal to 4.50 to 1.00 1.00% 2.25%
(c) adding the words "the First Amendment or" immediately
after the words "become a party hereto pursuant to" appearing in the second line
of the definition of "LENDERS";
(d) deleting the final sentence of the definition of
"REVOLVING COMMITMENT" and substituting the following therefor:
"The initial amount of each Lender's Revolving Commitment
(after giving effect to the First Amendment) is set forth on
Schedule 2.1, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Revolving Commitment,
as applicable (and the initial aggregate amount of the
Lenders' Revolving Commitments (after giving effect to the
First Amendment) is $175,000,000)."
2.1.2. Section 2.1(b). The text (including the Section
heading) of Section 2.1(b) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
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"[reserved]"
2.1.3. New Section 4.16. Article IV of the Credit Agreement is
hereby amended by adding thereto a new Section 4.16 to read as follows:
"SECTION 4.16 YEAR 2000. Any reprogramming
required to permit the proper functioning, in and following
the year 2000, of (i) each Loan Party's computer systems and
(ii) equipment containing embedded microchips (including
systems and equipment supplied by others or with which any
Loan Party's systems interface) and the testing of all such
systems and equipment (except systems and equipment acquired
in Acquisitions consummated after the date of the First
Amendment), as so reprogrammed, will be completed by August
31, 1999. The cost to the Loan Parties of such reprogramming
and testing (including with respect to systems and equipment
acquired in Acquisitions consummated after the date of the
First Amendment) of the reasonably foreseeable consequences of
year 2000 to the Loan Parties (including, without limitation,
reprogramming errors and the failure of others' systems or
equipment) will not result in a Default or a Material Adverse
Effect. Except for such of the reprogramming referred to in
the preceding sentence as may be necessary, each Loan Party's
computer and management information systems are sufficient to
permit such Loan Party to conduct its business as presently
conducted without Material Adverse Effect. Each Loan Party
represents and warrants that it has a reasonable basis to
believe that no year 2000 problem will cause a Material
Adverse Effect.
2.1.4. New Section 5.15. Article V of the Credit Agreement is
hereby amended by adding thereto a new Section 5.15 to read as follows:
"SECTION 5.15 YEAR 2000 MATTERS. Each of
Holdings, the Borrower and each of its Subsidiaries shall take
all action necessary and commit adequate resources to assure
that their respective computer-based and other systems are
able to effectively process data including dates before, on
and after January 1, 2000 without experiencing any year 2000
problem that could cause a Material Adverse Effect. At the
request of the Administrative Agent or any Lender, the
Borrower shall use commercially reasonable efforts to provide
or cause to be provided to the Administrative Agent or such
Lender, as the case may be, with assurance and substantiation
(including, but not limited to, the results of internal or
external audit reports prepared in the ordinary course of
business) reasonably acceptable to the Administrative Agent or
such Lender, as the case may be, as to the year 2000
capability of Holdings, the Borrower and its Subsidiaries and
their respective abilities to conduct their respective
businesses and operations before, on and after January 1, 2000
without experiencing a year 2000 problem causing a Material
Adverse Effect.
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2.1.5. Schedule 2.1. Schedule 2.1 to the Credit Agreement is
hereby deleted in its entirety and replaced for all purposes of the Credit
Agreement and the other Loan Documents with Schedule 2.1 attached hereto.
III.
REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties. Each of the Borrower and
Holdings hereby represents and warrants to each Agent, each Lender (including,
without limitation, each New Lender) and the Issuing Bank as follows:
3.1.1. Such party is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation, with all
requisite power and authority to carry on its business as now conducted and to
enter into and perform its obligations under this First Amendment (and the
Credit Agreement as amended hereby) and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.
3.1.2. Such party has taken all necessary corporate action to
authorize the execution, delivery and performance of this First Amendment (and
the Credit Agreement as amended hereby).
3.1.3. The execution, delivery and performance of this First
Amendment and the performance of each of the Loan Documents as amended hereby
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except such as have been
obtained or made and are in full force and effect and except filings necessary
to perfect Liens created under the Loan Documents, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of any member of the Holdings Group or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument governing Material Indebtedness of, or any other
material agreement binding upon, any member of the Holdings Group or its assets,
or give rise to a right thereunder to require any payment to be made by any
member of the Holdings Group, and (d) will not result in the creation or
imposition of any Lien on any asset of any member of the Holdings Group, except
Liens created under the Loan Documents.
3.1.4. This First Amendment has been duly executed and
delivered by such party and each of this First Amendment and the Credit
Agreement as amended hereby constitutes the legal, valid and binding obligation
of such party, enforceable against such party in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).
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3.1.5. Before and after giving effect to this First Amendment,
no event has occurred and is continuing, or would result from the execution and
delivery of this First Amendment that would constitute a Default.
3.1.6. Each of the representations and warranties contained in
this First Amendment and the Credit Agreement as amended hereby and in each of
the other Loan Documents is true, correct and complete in all material respects
as if set forth in full herein and made on the date this First Amendment becomes
effective, except to the extent that any such representation and warranty
specifically relates to an earlier date, in which case it was true, correct and
complete as of such earlier date.
3.1.7. Attached hereto as Exhibit A are true and correct
copies of (i) Schedules 4.5(b), 4.5(c), 4.14(b) and 4.14(c) to the Credit
Agreement, (ii) Schedules 3.1(b), 3.1(c), 3.1(e), 3.1(g), 3.1(h) and 3.1(i) to
the Guarantor Pledge and Security Agreement, (iii) Schedules 3.1(b), 3.1(c),
3.1(e) and 3.1(h) to the Borrower Pledge and Security Agreement, (iv) Schedule
I(b) to the Trademark Collateral Assignment, and (v) Schedule I to the Copyright
Security Agreement, in each case as revised as of April 2, 1999 and as in effect
as of the date of this First Amendment.
IV.
CONDITIONS TO EFFECTIVENESS
4.1. Conditions to Effectiveness. The amendments effected by this First
Amendment shall not become effective until the date (the "First Amendment
Effective Date"), not later than May 31, 1999 on which the following conditions
precedent are satisfied or waived in writing by the Lenders (including, without
limitation, each New Lender):
4.1.1. Execution of this Agreement; Revolving Notes. Holdings,
the Borrower, the Administrative Agent, the Issuing Bank and each Lender
(including, without limitation, each New Lender) shall have executed and
delivered this First Amendment to the Administrative Agent and each other
Guarantor shall have executed and delivered the Consent attached hereto to the
Administrative Agent. The Borrower shall have executed and delivered to the
Administrative Agent a new Revolving Note in favor of any Lender with an
increased Revolving Commitment and any New Lender, in each case to the extent
such Lender or New Lender has requested the same, and each such Lender (other
than a New Lender) shall have delivered to the Administrative Agent for
cancellation and return to the Borrower the outstanding Revolving Notes, if any,
being replaced thereby.
4.1.2. Opinions of Counsel. The Administrative Agent shall
have received favorable written opinions (addressed to the Administrative Agent,
the Issuing Bank and the Lenders) of (i) Xxxxxx Xxxxxx & Xxxxx, counsel for the
Loan Parties, covering such matters relating to the Loan Parties and the First
Amendment as the Administrative Agent or the Required Lenders shall
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reasonably request (and the Borrower hereby requests such counsel to deliver
such opinions), and (ii) Xxxxxx & Xxxxxxx, counsel to the Administrative Agent,
in form and substance satisfactory to the Administrative Agent.
4.1.3. Organizational Documents. The Administrative Agent
shall have received certified copies of resolutions of the Borrower's board of
directors authorizing this First Amendment and such other documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of each Loan Party,
the authorization of this First Amendment and any other legal matters relating
to the Loan Parties and this First Amendment, all in form and substance
satisfactory to the Administrative Agent and its counsel.
4.1.3.1. The Administrative Agent shall have received a
certificate of the Borrower, certifying as to (A) the names and true signatures
of the officers of the Borrower and each other Loan Party authorized to sign
this First Amendment or the Consent, (B) the truth in all material respects of
the representations and warranties contained in the Loan Documents as though
made on and as of the First Amendment Effective Date, other than any such
representations or warranties that by their terms refer to a date other than the
First Amendment Effective Date, in which case such representations and
warranties shall be true and correct as of such other date, and (C) the absence
of any event occurring and continuing that constitutes a Default.
4.1.4. Payment of Interest, Fees, Etc. The Administrative
Agent shall have received payment of (a) all accrued interest, commitment fees
and breakage costs, if any, in connection with the reallocation of the Revolving
Commitments of the Lenders as set forth in Article V of this First Amendment,
and (b) all fees and other amounts due and payable on or prior to the date
hereof, including, to the extent invoiced, reimbursement or payment of all
expenses required to be reimbursed or paid by any Loan Party hereunder or under
the Credit Agreement.
V.
NEW LENDERS; REALLOCATION OF PRO RATA SHARES
5.1. New Lenders. Each New Lender (a) confirms that it has received a
copy of the Credit Agreement, together with copies of the financial statements
referred to in Section 5.1 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this First Amendment and become a Lender under the Credit Agreement; (b)
agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (c) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Loan Documents as are
delegated to the Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; and (d) agrees that
it will be bound by the Credit Agreement, as amended hereby, as a "Lender"
thereunder and will perform in accordance with their terms all of
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the obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender. As of the First Amendment Effective Date, each New
Lender shall be a party to the Credit Agreement and shall have the rights and
obligations of a Lender thereunder.
5.2. Realignment of the Loans. In order to effect a realignment of each
Lender's pro rata share of the aggregate principal amount of all outstanding
Loans after giving effect to the increased Revolving Commitments of certain
Lenders as reflected in Schedule 2.1 hereto, the Borrower and each Lender
(including, without limitation, each New Lender) agree as follows
notwithstanding any contrary provision of any Loan Document:
(a) Simultaneously with the effectiveness of this First Amendment,
each outstanding Eurodollar Borrowing owing to each Lender shall be converted to
an ABR Borrowing and the Borrower agrees to pay to each Lender any amount that
may be owing to such Lender pursuant to Section 2.14(e) of the Credit Agreement
as a result of such conversion. All accrued and unpaid interest in respect of
all Eurodollar Borrowings so converted shall be due and payable by the Borrower
on the First Amendment Effective Date.
(b) Upon satisfaction of each of the conditions to the
effectiveness of this First Amendment as set forth in Article IV, each New
Lender and each other Lender listed on Schedule I hereto under the heading
"Increased Share Lenders" (such New Lenders and other Lenders, each an
"Increased Share Lender") shall pay to the Administrative Agent for the account
of the Lenders listed on Schedule I hereto under the heading "Reduced Share
Lenders" (each, a "Reduced Share Lender"), by depositing same day funds to the
account of the Administrative Agent specified by the Administrative Agent, an
amount (such Lender's "Increased Share Amount") equal to the product of (i) such
Increased Share Lender's Increased Share Percentage (as set forth opposite such
Increased Share Lender's name on Schedule I hereto), and (ii) the aggregate
principal amount of all outstanding Revolving Loans.
(c) Upon receipt of all payments due under Section 5.2.(b) hereof,
the Administrative Agent shall promptly (and if practicable on the same Business
Day as such payments are received) distribute such payments as appropriate to
each Reduced Share Lender so that each Reduced Share Lender receives an amount
(such Lender's "Reduced Share Amount") equal to the product of (i) such Reduced
Share Lender's Reduced Share Percentage (as set forth opposite such Reduced
Share Lender's name on Schedule I hereto), and (ii) the aggregate principal
amount of all outstanding Revolving Loans.
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(d) Upon receipt by the Administrative Agent of all payments
required under Section 5.2.(b) hereof and the distribution of such payments to
the Lenders as provided in Section 5.2.(c) hereof, each outstanding Revolving
Borrowing shall be a Revolving Borrowing outstanding under the Credit Agreement
as amended by this First Amendment and shall be comprised of Revolving Loans
made by each Lender in an amount equal to such Lender's Applicable Percentage
(after giving effect to this First Amendment) of the aggregate principal amount
outstanding of all such Revolving Borrowings.
VI.
MISCELLANEOUS
6.1. Effect of Amendment; No Waiver.
(a) Upon and after the effectiveness of this First Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as modified hereby.
(b) Except as specifically modified above, the Credit Agreement
and the other Loan Documents are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed. Without limiting
the generality of the foregoing, the Security Documents and all of the
Collateral described therein do and shall continue to secure the payment of all
Secured Obligations under and as defined therein, in each case as amended
hereby.
(c) The execution, delivery and effectiveness of this First
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender, the Issuing Bank or any Agent under
any of the Loan Documents, nor constitute a waiver or amendment of any provision
of any of the Loan Documents.
6.2. Expenses. Without limiting any provision of the First Amendment or
Section 9.3 of the Credit Agreement, each of the Borrower and Holdings jointly
and severally agrees to pay promptly all reasonable and documented out-of-pocket
costs and expenses of the Administrative Agent and the reasonable and documented
costs and expenses of the Administrative Agent's legal counsel in connection
with the preparation, negotiation, execution, delivery and administration of
this First Amendment and the transactions contemplated hereby.
6.3. Governing Law. This First Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of law principles. The provisions of Sections 9.9(b)-(d) and 9.10
of the Credit Agreement shall apply hereto.
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6.4. Severability. The illegality or unenforceability of any provision
of this First Amendment, the Credit Agreement (including as amended hereby) or
any other document or any other instrument or agreement required hereunder or
thereunder shall not in any way affect or impair the legality or enforceability
of the remaining provisions of this First Amendment, the Credit Agreement
(including as amended hereby) or such other document or any other instrument or
agreement required hereunder or thereunder.
6.5. Headings. Article and Section headings used herein are for
convenience of reference only, are not part of this First Amendment and shall
not affect the construction of, or be taken into consideration in interpreting,
this First Amendment (or the Credit Agreement as amended hereby).
6.6. Counterparts. This First Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts, each of which,
when so executed shall be deemed an original, and all of said counterparts taken
together shall be deemed to constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Credit Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above written.
LIBERTY GROUP OPERATING, INC., as
Borrower
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
LIBERTY GROUP PUBLISHING, INC., as a
Guarantor
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
CITICORP USA, INC., as Administrative
Agent, Lender and Swingline Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
CITIBANK, N.A., as Issuing Bank
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
BT ALEX. XXXXX INCORPORATED, as
Syndication Agent
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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BANKERS TRUST COMPANY, as a Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
XXXXX FARGO BANK, N.A., as Documentation
Agent and as a Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
BANK OF AMERICA NT & SA, as Co-Agent and
as a Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
THE CHASE MANHATTAN BANK, as a Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
U.S. BANK NATIONAL ASSOCIATION, as a
Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
THE PROVIDENT BANK, as a Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
X-0
00
XXXXXXXX XXXX, XXXXXXX FLORIDA, N.A., as
a Lender
By:
-------------------------------------
Name:
--------------------------------
Title:
-------------------------------
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CONSENT
DATED AS OF MAY 20, 1999
The undersigned, as Subsidiary Guarantors under the "Guaranty
Agreement" and as Subsidiary Grantors under the "Guarantor Pledge and Security
Agreement" (as such terms are defined in and under the Credit Agreement referred
to in the foregoing First Amendment to Credit Agreement), each hereby consents
and agrees to the foregoing First Amendment to Credit Agreement and hereby
confirms and agrees that (i) the Guaranty Agreement and the Guarantor Pledge and
Security Agreement are, and shall continue to be, in full force and effect and
are hereby ratified and confirmed in all respects except that, upon the
effectiveness of, and on and after the date of, said First Amendment, each
reference in the Guaranty Agreement and the Guarantor Pledge and Security
Agreement to the "Credit Agreement," "thereunder," "thereof" and words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended by said First Amendment, and (ii) the Guarantor
Pledge and Security Agreement and all of the Collateral described therein do,
and shall continue to, secure the payment of all of the Secured Obligations as
defined in the Guarantor Pledge and Security Agreement.
LIBERTY GROUP ARIZONA HOLDINGS, INC.
LIBERTY GROUP ARKANSAS HOLDINGS, INC.
LIBERTY GROUP CALIFORNIA HOLDINGS, INC.
LIBERTY GROUP IDAHO HOLDINGS, INC.
LIBERTY GROUP ILLINOIS HOLDINGS, INC.
LIBERTY GROUP IOWA HOLDINGS, INC.
LIBERTY GROUP KANSAS HOLDINGS, INC.
LIBERTY GROUP LOUISIANA HOLDINGS, INC.
LIBERTY GROUP MICHIGAN HOLDINGS, INC.
LIBERTY GROUP MINNESOTA HOLDINGS, INC.
LIBERTY GROUP MISSOURI HOLDINGS, INC.
LIBERTY GROUP NEW YORK HOLDINGS, INC.
LIBERTY GROUP NORTH DAKOTA HOLDINGS, INC.
LIBERTY GROUP PENNSYLVANIA HOLDINGS, INC.
LIBERTY GROUP MANAGEMENT SERVICES, INC.
XXXXXXXX PUBLICATIONS, INC.
NEW LEADER, INC.
THE XXXXXXXX GROUP, INC.
PRESS PUBLICATIONS, INC.
ASCENSION CITIZEN, INC.
MINERAL DAILY NEW TRIBUNE, INC.
LIFE PRINTING AND PUBLISHING CO., INC.
DIVERSIFIED PRINTERS OF HALSTAD, INC.
By:
-------------------------------------
Name:
Title:
Acting for and on behalf of each of the
entities named above
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SCHEDULE I
INCREASED SHARE LENDERS INCREASED SHARE PERCENTAGE
U.S. Bank National Association 2.28571429%
The Provident Bank 5.00000000%
Suntrust Bank, Central Florida, N.A. 5.71428571%
REDUCED SHARE LENDERS REDUCED SHARE PERCENTAGE
Citicorp USA, Inc. 4.00000000%
Bankers Trust Company 2.97142857%
Xxxxx Fargo Bank, N.A. 2.00000000%
Bank of America NT & SA 2.97142857%
Chase Securities Inc. 0.57142857%
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SCHEDULE 2.1
REVOLVING COMMITMENTS
Revolving
Lender Commitment % of Total Commitments
------ ---------- ----------------------
Citicorp USA, Inc. $ 29,000,000 16.00000000%
Bank of America NT & SA $ 27,000,000 15.42857143%
Xxxxx Fargo Bank, N.A. $ 27,000,000 15.00000000%
Bankers Trust Company $ 27,000,000 15.42857143%
Chase Securities Inc. $ 20,000,000 11.00000000%
U.S. Bank National Association $ 25,000,000 14.28571429%
The Provident Bank $ 10,000,000 5.00000000%
Suntrust Bank, Central Florida, N.A. $ 10,000,000 5.71428571%
------------ -------------
TOTAL: $175,000,000 100.0%
