EXHIBIT 10.8.20
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Xxxxxxxx Xx. XX-00000
FIRST AMENDMENT TO
AMENDED AND RESTATED
TITLE XI RESERVE FUND AND
FINANCIAL AGREEMENT
Between
TRAILER BRIDGE, INC.
and
THE UNITED STATES OF AMERICA
Dated as of April 29, 2003
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FIRST AMENDMENT TO
AMENDED AND RESTATED
TITLE XI RESERVE FUND AND
FINANCIAL AGREEMENT
This First Amendment To Amended And Restated Title XI Reserve Fund and Financial
Agreement, dated as of April 29, 2003 is entered into between (i) Trailer
Bridge, Inc. and (ii) the United States of America, represented by the Secretary
of Transportation, acting by and through the Maritime Administrator (the
"Secretary").
RECITALS:
A. The Company has authorized the issuance of bonds designated "United
States Government Guaranteed Ship Financing Bonds, 1997 Series in an
aggregate principal amount not to exceed $10,515,000 (individually, a
"June Obligation," and collectively, the "June Obligations"); and
B. The Company has authorized the issuance of bonds designated "United
States Government Guaranteed Ship Financing Bonds, 1997 Series II in an
aggregate principal amount not to exceed $16,918,000 (individually, a
"December Obligation," and collectively, the "December Obligations");
and
C. The Company and the United States acting through the Secretary entered
into a Title XI Reserve Fund and Financial Agreement, originally dated
as of June 23, 1997 and amended and restated as of December 4, 1997.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree the
Amended And Restated Title XI Reserve Fund and Financial Agreement,
dated as of April 29, 2003 is amended as follows:
1) The introductory paragraph of Article Third (d) of the Special
Provisions relating to Section 13(b) of the General Provisions is deleted and
the following inserted therefor:
"Notwithstanding anything contained in subsection 13(b) of Exhibit 1
hereto, the Company shall be entitled to do or perform any acts specified
in subsection 13(b), clauses (1) through (13), inclusive of Exhibit 1
hereto at any time, provided it shall be able to meet all the following
financial tests (provided further, however, that prior to May 30, 2004,
the Company shall not be permitted to do or perform any of those acts even
if it does meet all of the following financial tests):"
2) Article Third of the Special Provisions is amended by adding the
following subparagraph (j):
(j) Annual Financial Statements: Article 14(a) of the General
Provisions hereof is amended by deleting "and" in the eleventh
line and adding the following subsection (iii) at the end
thereof, as follows:
", and (iii) provided however, notwithstanding the require-
ments of (ii) above, if the Company does not meet the
financial requirements outlined in Section 13(b), within 90
days after the expiration of each quarterly period of each
fiscal year commencing with the first such quarterly period
after the date of this amendment, a balance sheet of the
Company as of the close of such quarterly period and a
statement of income and surplus of the Company for such
quarterly period, all in reasonable detail in the form of M.A.
172 or such other form as may be approved in writing by the
Secretary, unaudited but certified as correct by a Responsible
Officer of the Company on the basis of the accounting records
of the Company and to the best of his knowledge and belief."
3) Article Third of the Special Provisions is amended by adding the
following subparagraph (k):
k) Require that until the Company has fully funded the aggregate amount of the
deferred and re-amortized principal ($2,194,640), in payments composed, in part,
of principal payments to the Bondholders and, in part, of Reserve Fund deposits,
the Company shall make Reserve Fund deposits in accordance with section 2 of the
Reserve Fund and Financial Agreement (RFFA), notwithstanding its status as a
section 13 company and notwithstanding that it may, at some future time, meet
the financial requirements of sections 2(b)(2)(D) of the RFFA. The Company's
obligation to make Reserve Fund deposits, under the terms of this special
provision, shall cease when the sum of the payments of deferred and re-amortized
amounts and the amount on deposit in the Reserve Fund equals $2,194,640. This
requirement does not otherwise affect the Company's obligations under the RFFA.
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IN WITNESS WHEREOF, this First Amendment To Amended and Restated Title
XI Reserve Fund and Financial Agreement has been duly executed by the parties
hereto as of the day and year first above written.
(SEAL) TRAILER BRIDGE, INC.
Attest:
By: /s/ Xxxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxx X. XxXxxx
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Xxxxxxx X. Xxxxxxx, Xx. Xxxx X. XxXxxx
Executive Vice President Chairman
Secretary
UNITED STATES OF AMERICA,
SECRETARY OF TRANSPORTATION
Attest: By: MARITIME ADMINISTRATOR
/s/ Xxxxx Main By: /s/ Xxxx X. Xxxxxxx
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Assistant Secretary Xxxx X. Xxxxxxx
Maritime Administration Secretary
Maritime Administration
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