SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE
NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” HAVE BEEN OMITTED FROM THIS EXHIBIT AS THESE PORTIONS ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
Exhibit 10.18
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL
AMENDMENT AND FLOOR PLAN INCREASE, dated as of July 12, 2023 (this “Second Amendment”), is made and entered into by and among MARINEMAX, INC., a Florida corporation (the “Borrower Representative”), each of the other Loan Parties party hereto, each of the Lenders party hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation (the “Administrative Agent”), as Administrative Agent, Swingline Lender and Issuing Bank and XXXXX FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (the “Floor Plan Agent”), as Floor Plan Agent.
RECITALS:
WHEREAS, reference is made to the Credit Agreement dated as of August 8, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement,” and as amended by this Second Amendment, the “Credit Agreement”), by and among the Borrower Representative, the Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Floor Plan Agent;
WHEREAS, it is intended that (a) the Floor Plan Borrowers will obtain a Floor Plan Increase made pursuant to the Existing Credit Agreement and (b) the proceeds from the Floor Plan Increase will be used as described in Section 2.01.12 of the Existing Credit Agreement;
WHEREAS, subject to the terms and conditions of the Existing Credit Agreement, and pursuant to Section 2.22 of the Existing Credit Agreement, (a) the Floor Plan Borrowers have requested that the Floor Plan Lenders increase the Floor Plan Loan Commitments in an aggregate principal amount of $200,000,000, and (b) the Borrowers have requested that the Existing Credit Agreement be amended in the manner provided for herein; and
WHEREAS, (i) each Floor Plan Lender party hereto is willing to increase its respective Floor Plan Loan Commitment by an amount set forth next to its name on Schedule 1.01 attached hereto under the heading “Second Amendment Floor Plan Loan Commitment” and (ii) the Lenders party hereto have agreed to the amendments to the Existing Credit Agreement as set forth herein subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Second Amendment is a “Credit Document”, as defined in the Credit Agreement.
LEGAL02/42999293v6
SECTION 2. Second Amendment Floor Plan Loan Commitments.
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SECTION 3. Amendments to Existing Credit Agreement. Subject to the terms and conditions set forth herein, the parties hereto agree that the Existing Credit Agreement is hereby amended in the following manner:
“Floor Plan Line of Credit Dollar Cap” means Nine Hundred Fifty Million Dollars ($950,000,000.00), as such amount may be decreased in accordance with Section
2.01.17 of this Agreement or increased pursuant to Section 2.22 of this Agreement.
The parties hereto acknowledge and agree that this Second Amendment is not a novation of the Existing Credit Agreement, any other Credit Document or of any credit facility or guaranty provided thereunder or in respect thereof. As used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the Second Amendment Effective Date (as defined below), mean or refer to the Credit Agreement, as further amended, supplemented or modified from time to time in accordance with its terms. As used in any other Credit Document, from and after the Second Amendment Effective Date, all references to the “Credit Agreement” in such Credit Documents shall, unless the context otherwise requires, mean or refer to the Credit Agreement, as further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
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SECTION 4. Type of Amendments. Except as otherwise set forth herein, each Borrower and the Administrative Agent hereby agree that this Second Amendment shall be deemed to be an “Incremental Amendment” as defined in the Credit Agreement for all purposes of the Credit Documents.
SECTION 5. Conditions Precedent. This Second Amendment and each Second Amendment Floor Plan Lender’s obligation to provide the Second Amendment Floor Plan Loan Commitments, respectively, pursuant to this Second Amendment, shall become effective as of the later of the date on which the following conditions precedent are satisfied and July 18, 2023 (such date, the “Second Amendment Effective Date”):
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The Administrative Agent shall notify the Borrowers and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Section 9.02.4 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 5, each Lender that has signed this Second Amendment shall be deemed to have consented to, approved, accepted and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objections thereto.
SECTION 6. Representations and Warranties. In order to induce the Second Amendment Floor Plan Lenders, the Floor Plan Agent and the Administrative Agent to enter into this Second Amendment and to induce the Second Amendment Floor Plan Lenders to increase their respective Floor Plan Loan Commitments hereunder, each Loan Party hereby represents and warrants to the Second Amendment Floor Plan Lenders, the Floor Plan Agent and the Administrative Agent on and as of the Second Amendment Effective Date that:
(ii) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (b) result in the creation or enforcement of any Lien upon any property (now or hereafter acquired) of any of the Loan Parties (other than Liens securing the Obligations and the Permitted Encumbrances). No event has occurred and is continuing and no condition exists or will exist after giving effect to the Second Amendment which constitutes an Event of Default or a Default.
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SECTION 7. Reaffirmation of Guarantees and Security Interests. Each Loan Party hereby acknowledges its receipt of a copy of this Second Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Second Amendment and the transactions contemplated hereby, including the extensions of credit in the form of the Floor Plan Loans made pursuant to the Floor Plan Increase contemplated hereunder. Except as provided in this Second Amendment, including as it relates to the scope of Obligations secured by the Collateral on and after the Second Amendment Effective Date, each Loan Party hereby (a) affirms and confirms its guarantees, pledges, grants and other undertakings under the Existing Credit Agreement, the Guarantee and Collateral Agreement, and the other Credit Documents to which it is a party, (b) agrees that (i) each Credit Document to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, including the Floor Plan Lenders, and (c) acknowledges that from and after the date hereof, the Floor Plan Loans made pursuant to the Floor Plan Increase contemplated hereunder in each case from time to time outstanding shall be deemed to be Obligations. In furtherance of the foregoing, each Loan Party party hereto affirms and confirms its guarantee of the Obligations as a “Guarantor” party to the Guarantee and Collateral Agreement.
SECTION 8. Miscellaneous.
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BORROWER REPRESENTATIVE XXX XXXXXXXXX AND GUARANTORS: |
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MARINEMAX, INC. |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Executive Vice President, Chief Financial Officer, and Secretary |
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BOATING GEAR CENTER, LLC BOATYARD, LLC FWW, LLC [****] GULFPORT MARINA, LLC GULFWIND DEVELOPMENT, LLC KCS INTERNATIONAL INC. MARINEMAX CHARTER SERVICES, LLC MARINEMAX EAST, INC. MARINEMAX KW, LLC MARINEMAX NORTHEAST, LLC MARINEMAX PRODUCTS, INC. MIDCOAST CONSTRUCTION ENTERPRISES LLC MIDCOAST MARINE GROUP, LLC MY WEB SERVICES, LLC N & J GROUP, LLC N & J MEDIA, LLC NEWCOAST INSURANCE SERVICES, LLC NISSWA MARINE, LLC NORTHROP & XXXXXXX HOLDING LLC NORTHROP & XXXXXXX YACHTS-SHIPS LLC NVGH, LLC PERFECT YACHT CHARTER, LLC SILVER SEAS CALIFORNIA, INC. SILVER SEAS YACHTS, LLC SKIPPER BUD'S OF ILLINOIS, LLC SKIPPER MARINE, LLC SKIPPER MARINE OF CHICAGO-LAND, LLC SKIPPER MARINE OF FOX VALLEY, LLC SKIPPER MARINE OF MADISON, LLC SKIPPER MARINE OF MICHIGAN, LLC SKIPPER MARINE OF OHIO, LLC US LIQUIDATORS, LLC |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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President, Secretary, and Treasurer |
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[Signature Page to Second Amendment to Credit Agreement, Incremental Amendment and Floor Plan Increase]
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MARINEMAX SERVICES, INC. NEWCOAST FINANCIAL SERVICES, LLC |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Vice President, Secretary, and Treasurer |
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NORTHROP & XXXXXXX CALIFORNIA INC. |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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President, Secretary, and Chief Financial Officer |
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INTREPID POWERBOATS, INC. INTREPID SOUTHEAST, INC. |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Secretary and Treasurer |
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FAIRPORT YACHT SUPPORT LLC IGY TRIDENT SERVICES LLC IGY-AYH ST. XXXXXX HOLDINGS, LLC ISLAND GLOBAL YACHTING LLC YACHT HAVEN USVI LLC YHUSVI MARINA, LLC |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Executive Vice President and Secretary |
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IGY SETE MARINA SAS |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Managing Director |
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XXXXXX BAY MARINA LIMITED |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Authorized Signatory |
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NEW WAVE INNOVATIONS, LLC |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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President and Secretary |
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BOATZON HOLDINGS LLC |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Manager and Secretary |
[Signature Page to Second Amendment to Credit Agreement, Incremental Amendment and Floor Plan Increase]
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KCS RE ACQUISITION COMPANY, LLC |
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By: |
KCS INTERNATIONAL INC. |
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Sole Manager |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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President, Secretary, and Treasurer |
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WAVE AVIATION, LLC |
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By: |
MARINEMAX EAST, INC. |
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Sole Manager |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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President, Secretary, and Treasurer |
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IGY-RED FROG LLC |
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By: |
ISLAND GLOBAL YACHTING FACILITIES LLC. |
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Manager |
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By: |
/s/ Xxxxxxx X. XxXxxx |
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Xxxxxxx X. XxXxxx |
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Executive Vice President and Secretary |
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FRASER YACHTS CALIFORNIA FRASER YACHTS FLORIDA, INC. |
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By: |
/s/ Xxxxxxxxxx Xxxxx |
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Xxxxxxxxxx Xxxxx |
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Chief Financial Officer |
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ISLAND GARDENS DEEP HARBOUR. LLC |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx |
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President and Chief Executive Officer |
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CABO MARINA, S DE X.X. DE C.V. |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx |
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Chairman |
[Signature Page to Second Amendment to Credit Agreement, Incremental Amendment and Floor Plan Increase]
REQUIRED FLOOR PLAN LENDERS: |
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MANUFACTURERS AND TRADERS TRUST COMPANY, in its capacities as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender |
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By: |
/s/ Xxxxxxx Xxxxx |
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Xxxxxxx Xxxxx XXX |
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XXXXX FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, in its capacities as Floor Plan Agent and as a Lender |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Xxxxxx X. Xxxxxxx Xxxxxxxx Director |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender |
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By: |
/s/ Xxxxx X. Xxxxxxx |
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Xxxxx X. Xxxxxxx Xxxxxxxx |
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BANK OF AMERICA, N.A., as a Lender |
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By: |
/s/ Xxx Xxxxx |
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Xxx Xxxxx Xxxxxx Vice President |
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[SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE]
[SECOND AMENDMENT TO CREDIT AGREEMENT, |
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INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE) |
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PNC BANK, N.A., as a Lender |
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By: |
/s/ Xxxxxx Xxxxxxx Xx. |
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Xxxxxx Xxxxxxx Xx. |
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Senior Vice President |
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[SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE]
NYCB SPECIALTY FINANCE COMPANY, LLC,
as a Lender |
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By: |
/s/ Xxxx X. Xxxxxxxxx. |
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Xxxx X. Xxxxxxxxx |
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First Senior Vice President |
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BANK OF THE WEST, as a Lender |
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By: |
/s/ Xxxxxx X. XxXxxxx |
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Xxxxxx X. Xxxxxxx |
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Vice President |
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BMO XXXXXX BANK N.A., as a Lender |
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By: |
/s/ Xxxxxxxxx Xxxxxxx |
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Xxxxxxxxx Xxxxxxx |
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Director |
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NORTHPOINT COMMERCIAL FINANCE LLC, as a Lender |
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By: |
/s/ Xxxx Xxxxx |
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Xxxx Xxxxx |
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Chief Risk Officer |
[SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE]
[SECOND AMENDMENT TO CREDIT |
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AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE] |
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XXXXXXX XXXXX BANK, as a Lender |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Senior Vice President |
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CADENCE BANK, as a Lender |
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By: |
/s/ Xxxxxx Xxxxxxxxxx |
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Xxxxxx Xxxxxxxxxx |
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Senior Vice President |
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COASTAL STATES BANK, as a Lender |
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By: |
/s/ Xxxxx X. Xxxxx |
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Xxxxx X. Xxxxx |
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Regional President |
[SECOND AMENDMENT TO CREDIT AGREEMENT, INCREMENTAL AMENDMENT AND FLOOR PLAN INCREASE]
Schedule 1.01
Lenders and Commitments
Lender |
Total Commitment |
Total Commitment Percentage |
Floor Plan Loan Commitment (immediately prior to the Second Amendment Effective Date) |
Second Amendment Floor Plan Loan Commitment |
Floor Plan Loan Commitment Percentage |
Term Loan Commitment |
Term Loan Commitment Percentage |
Revolving Credit Commitment |
Revolving Credit Commitment Percentage |
Mortgage Loan Commitment |
Mortgage Loan Commitment Percentage |
Manufacturers and Traders Trust Company |
$382,499,370.84 |
24.677378764% |
$127,500,000.00 |
$39,999,370.84 |
17.631512720% |
$142,192,592.59 |
35.548148148% |
$44,807,407.41 |
44.807407410% |
$28,000,000.00 |
28.000000000% |
Xxxxx Fargo Bank, National Association |
$50,000,000.00 |
3.225806452% |
$0 |
$0 |
0% |
$33,333,333.34 |
8.333333335% |
$8,333,333.33 |
8.333333330% |
$8,333,333.33 |
8.333333330% |
Xxxxx Fargo Commercial Distribution Finance, LLC |
$300,000,000.00 |
19.354838709% |
$225,000,000.00 |
$75,000,000.00 |
31.578947368% |
$0 |
0% |
$0 |
0% |
$0 |
0% |
Bank of America, N.A. |
$165,000,000.00 |
10.645161290% |
$75,000,000.00 |
$30,000,000.00 |
11.052631579% |
$40,000,000.00 |
10.000000000% |
$10,000,000.00 |
10.000000000% |
$10,000,000.00 |
10.000000000% |
PNC Bank, N.A. |
$114,815,444.00 |
7.407448000% |
$55,555,555.55 |
$14,815,444.00 |
7.407473637% |
$29,629,629.63 |
7.407407408% |
$7,407,407.41 |
7.407407410% |
$7,407,407.41 |
7.407407410% |
NYCB Specialty Finance Company, LLC |
$114,814,814.81 |
7.407407407% |
$55,555,555.55 |
$14,814,814.81 |
7.407407406% |
$37,037,037.04 |
9.259259260% |
$0.00 |
0.000000000% |
$7,407,407.41 |
7.407407410% |
Bank of the West |
$86,111,111.11 |
5.555555555% |
$41,666,666.66 |
$11,111,111.11 |
5.555555555% |
$22,222,222.22 |
5.555555555% |
$5,555,555.56 |
5.555555560% |
$5,555,555.56 |
5.555555560% |
BMO Xxxxxx Bank N.A. |
$57,407,407.39 |
3.703703703% |
$27,777,777.78 |
$7,407,407.39 |
3.703703702% |
$14,814,814.81 |
3.703703703% |
$3,703,703.71 |
3.703703710% |
$3,703,703.70 |
3.703703700% |
The Huntington National Bank |
$50,000,000.00 |
3.225806452% |
$27,777,777.79 |
$0 |
2.923976609% |
$14,814,814.81 |
3.703703703% |
$3,703,703.70 |
3.703703700% |
$3,703,703.70 |
3.703703700% |
First Horizon Bank |
$50,000,000.00 |
3.225806452% |
$27,777,777.78 |
$0 |
2.923976608% |
$14,814,814.82 |
3.703703705% |
$3,703,703.70 |
3.703703700% |
$3,703,703.70 |
3.703703700% |
Northpoint Commercial Finance, LLC |
$45,000,000.00 |
2.903225806% |
$25,000,000.00 |
$0 |
2.631578947% |
$13,333,333.33 |
3.333333333% |
$3,333,333.33 |
3.333333330% |
$3,333,333.34 |
3.333333340% |
Xxxxxxx Xxxxxxx Bank |
$35,000,000.00 |
2.258064516% |
$10,000,000.00 |
$0 |
1.052631579% |
$10,400,000.00 |
2.600000000% |
$2,600,000.00 |
2.600000000% |
$12,000,000.00 |
12.000000000% |
BankUnited, N.A. |
$30,000,000.00 |
1.935483871% |
$16,666,666.67 |
$0 |
1.754385965% |
$8,888,888.89 |
2.222222223% |
$2,222,222.22 |
2.222222220% |
$2,222,222.22 |
2.222222220% |
Xxxxxxx Xxxxx Bank |
$30,000,000.00 |
1.935483871% |
$13,888,888.89 |
$5,000,000.00 |
1.988304094% |
$7,407,407.41 |
1.851851853% |
$1,851,851.85 |
1.851851850% |
$1,851,851.85 |
1.851851850% |
Cadence Bank |
$25,000,000.00 |
1.612903226% |
$13,888,888.89 |
$0 |
1.461988304% |
$7,407,407.41 |
1.851851853% |
$1,851,851.85 |
1.851851850% |
$1,851,851.85 |
1.851851850% |
Coastal States Bank |
$14,351,851.85 |
0.925925926% |
$6,944,444.44 |
$1,851,851.85 |
0.925925925% |
$3,703,703.70 |
0.925925925% |
$925,925.93 |
0.925925930% |
$925,925.93 |
0.925925930% |
Total |
$1,550,000,000.00 |
100.000000000% |
$750,000,000.00 |
$200,000,000.00 |
100.000000000% |
$400,000,000.00 |
100.000000000% |
$100,000,000.00 |
100.000000000% |
$100,000,000.00 |
100.000000000% |