THIRD AMENDMENT TO LOAN DOCUMENTS
THIRD
AMENDMENT TO LOAN DOCUMENTS
This
Third Amendment to Loan Documents (the "Amendment") dated as of September 2,
2008, is between Bank of America, N.A. (the "Bank") and Radiant Logistics,
Inc.
(“Radiant Logistics, Inc”), Airgroup Corporation (“Airgroup Corporation”),
Radiant Logistics Global Services, Inc. (“Radiant Logistics Global Services,
Inc.”), and Radiant Logistics Partners, LLC (“Radiant Logistics Partners, LLC”),
and Adcom Express, Inc. (each a “Borrower” and collectively, the
"Borrowers").
RECITALS
The
Bank
and the Borrowers have entered into agreements in connection with credit
extended by the Bank to the Borrowers, including without limitation, the
following documents (the “Loan Documents”):
A.
A
certain Loan Agreement dated as of February 13, 2007 (together with any previous
amendments, the "Loan Agreement").
B.
Radiant Logistics Global Services, Inc. executed a Security Agreement in favor
of the Bank dated as of February 6, 2007 (together with any amendments, the
“Global Services Security Agreement”).
C.
Radiant Logistics Partners, LLC executed a Security Agreement in favor of the
Bank dated as of February 6, 2007 (together with any amendments, the “Partners
Security Agreement”).
D.
The
Bank and the Borrowers desire to amend the Loan Documents.
AGREEMENT
1.
Definitions.
Capitalized terms used but not defined in this Amendment shall have the meaning
given to them in the Loan Agreement.
2.
Loan
Agreement Amendments.
The
Loan Agreement is hereby amended as follows:
| 2.1 |
Adcom
Express Inc. (“Adcom Express Inc.”) is hereby added as a “Borrower” under
the Loan Agreement and all references to the “Borrowers” shall also
include Adcom Express Inc.
|
| 2.2 |
In
Section 2.1(a) of the Loan Agreement, the amount of “Nine Million Five
Hundred Thousand and no/100 ($9,500,000.00)” is hereby changed to
“Fourteen Million Five Hundred Thousand and no/100
($14,500,000.00)”.
|
| 2.3 |
In
Section 9.4 of the Loan Agreement, entitled “Funded Debt to EBITDA Ratio”’
the definition of EBITDA shall be changed to read in its entirety
as
follows:
|
“EBITDA”
means net income, less income or plus loss from discontinued operations and
extraordinary items, plus income taxes, plus interest expense, plus
depreciation, depletion, and amortization, plus Equity Credits and other
non-cash items. In calculating EBITDA, the following additional amounts shall
be
included (each an “Additional Amount”): (i) for the rolling four quarter period
ending September 30, 2008, the amount of $1,900,000.00, (ii) for the rolling
four quarter period ending December 31, 2008, the amount of $1,382,000.00,
(iii)
for the rolling four quarter period ending March 31, 2009, the amount of
$864,000.00, and (iv) for the rolling four quarter period ending June 30, 2009,
the amount of $346,000.00.
| 2.4 |
In
Section 9.4 of the Loan Agreement, entitled “Funded Debt to EBITDA Ratio”,
the final sentence is amended to read in its entirety as
follows:
|
1
This
ratio will be calculated at the end of each reporting period for which the
Bank
requires financial statements, using the results of the twelve-month period
ending with that reporting period: The Additional Amounts shall not be
cumulative in calculating the ratio.
3. Security
Agreement Amendments.
|
3.1
|
The
following entities are hereby added as Pledgors under the Partners
Security Agreement: Radiant Logistics, Inc., Airgroup Corporation,
and
Adcom Express Inc. The first sentence of Section 1 is hereby amended
to
read in its entirety:
|
|
1.
THE SECURITY. The undersigned Radiant Logistics Partners, LLC, Radiant
Logistics, Inc., Airgroup Corporation, and Adcom Express, Inc.
(collectively, “Pledgor”) hereby assigns and grants to Bank of America,
N.A. (the “Bank”) a security interest in the following described property
now owned or hereafter acquired by the Pledgor (“Collateral”):
|
3.
Representations
and Warranties.
When
each Borrower signs this Amendment, the Borrower represents and warrants to
the
Bank that: (a) there is no event which is, or with notice or lapse of time
or
both would be, a default under the Agreement except those events, if any, that
have been disclosed in writing to the Bank or waived in writing by the Bank,
(b)
the representations and warranties in the Agreement are true as of the date
of
this Amendment as if made on the date of this Amendment, (c) this Amendment
does
not conflict with any law, agreement, or obligation by which the Borrower is
bound, and (d) this Amendment is within the Borrower's powers, has been duly
authorized, and does not conflict with any of the Borrower's organizational
papers.
4.
Conditions.
This
Amendment will be effective when the Bank receives the following items, in
form
and content acceptable to the Bank:
(a)
If
the Borrower or any guarantor is anything other than a natural person, evidence
that the execution, delivery and performance by the Borrower and/or such
guarantor of this Amendment and any instrument or agreement required under
this
Amendment have been duly authorized.
5.
Effect
of Amendment.
Except
as provided in this Amendment, all of the terms and conditions of the Loan
Documents shall remain in full force and effect.
6.
Counterparts.
This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute
but
one and the same instrument.
7. ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR
FROM
ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
2
This
Amendment is executed as of the date stated at the beginning of this
Amendment.
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BANK
OF AMERICA, N.A.
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||||
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By:
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/s/ Xxxxx Xxxxxx |
By:
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/s/ Xxxx X. Xxxxx | |
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Name:
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Xxxxx Xxxxxx |
Name:
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Xxxx X. Xxxxx | |
|
Title:
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AVP/CSA |
Title:
|
Chief Executive Officer | |
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RADIANT
LOGISTICS GLOBAL SERVICES, INC.
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||||
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By:
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/s/ Xxxx X. Xxxxx | |||
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Name:
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Xxxx X. Xxxxx | |||
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Title:
|
Chief Executive Officer | |||
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RADIANT
LOGISTICS PARTNERS, LLC
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||||
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By:
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/s/ Xxxx X. Xxxxx | |||
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Name:
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Xxxx X. Xxxxx | |||
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Title:
|
Chief Executive Officer | |||
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AIRGROUP
CORPORATION
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||||
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By:
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/s/ Xxxx X. Xxxxx | |||
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Name:
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Xxxx X. Xxxxx | |||
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Title:
|
Chief Executive Officer | |||
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ADCOM
EXPRESS, INC.
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||||
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By:
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/s/ Xxxx X. Xxxxx | |||
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Name:
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Xxxx X. Xxxxx | |||
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Title:
|
Chief Executive Officer | |||
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