AMENDMENT NO. 1 TO CREDIT AGREEMENT
[EXECUTION
COPY]
AMENDMENT
NO. 1 TO CREDIT AGREEMENT
This
AMENDMENT
NO. 1 TO CREDIT AGREEMENT (this
“Amendment”) dated as
of
January 23, 2007, is by and among (i) ALBEMARLE MARITIME CORP., ARDEN MARITIME
CORP., ASIA-AMERICA OCEAN CARRIERS LTD., BIRNAM MARITIME CORP., BRISTOL MARITIME
CORP., XXXXXXX SHIPPING CORP., XXXXX NAVIGATION CORP., DOVER MARITIME CORP.,
FRANKFORT MARITIME CORP., GLENWOOD MARITIME CORP., XXXXXX SHIPPING CORP., XXXXXX
MARITIME CORP., XXXXXX MARITIME CORP., KENSINGTON SHIPPING CORP., XXXXXXX
NAVIGATION CORP., OLDCASTLE SHIPPING CORP., XXXXXX SHIPPING CORP., REMSEN
NAVIGATION CORP., SHEFFIELD MARITIME CORP., XXXXXXX MARITIME CORP., STERLING
SHIPPING CORP., STRATFORD SHIPPING CORP., XXXXXX MARITIME CORP. and WINDSOR
MARITIME CORP., each a corporation organized under the laws of the Republic
of
the Xxxxxxxx Islands (collectively, the “Borrowers” and, each individually, a
“Borrower”), (ii) EXETER SHIPPING CORP., a corporation organized under the laws
of the Republic of the Xxxxxxxx Islands (the “New Borrower”), (iii) TBS
INTERNATIONAL LIMITED, a corporation formed under the laws of Bermuda
(“Holdings”), (iv) TBS SHIPPING SERVICES INC., a New York corporation, as
administrative borrower (the “Administrative Borrower”), (v) each lender from
time to time party hereto (collectively, the “Lenders” and individually, a
“Lender”), and (vi) BANK OF AMERICA, N.A., as administrative agent (in such
capacity, the “Administrative Agent”), Swing Line Lender and L/C
Issuer.
WHEREAS,
the
Borrowers, Holdings, the Administrative Borrower, the Lenders and
theAdministrative Agent are parties to that certain Credit Agreement dated
as of
July 31, 2006 (as amended and in effect from time to time, the “Credit
Agreement”), pursuant to which the Lenders have agreed, upon certain terms and
conditions, to make loans and otherwise extend credit to the
Borrowers;
WHEREAS,
the
Administrative Borrower has requested, and the Administrative Agent and the
Lenders have agreed, on the terms and conditions set forth herein, that New
Borrower shall become a “Borrower” under the Credit Agreement on the Amendment
No. 1 Effectiveness Date (as hereinafter defined);
WHEREAS,
the
Borrowers, Holdings, the Lenders and the Administrative Agent have agreed,
on
the terms and conditions set forth herein, to amend certain provisions of the
Credit Agreement; and
WHEREAS,
capitalized terms which are used herein without definition and which are defined
in the Credit Agreement shall have the same meanings herein as in the Credit
Agreement.
NOW,
THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
Borrowers, the New Borrower, the Lenders and the Administrative Agent hereby
agree as follows:
§1. Amendments
to Section 1.01 of the Credit Agreement.
| (a) |
Section
1.01 of the Credit Agreement is hereby amended by adding the following
new
defined terms in the appropriate alphabetical order:
|
“Amendment
No. 1”
means
Amendment No. 1 to Credit Agreement, dated as of January 23, 2007, among the
Borrowers, Exeter Shipping Corp., as a new Borrower, Holdings, the
Administrative Borrower, the Lenders and the Administrative Agent.
“Amendment
No. 1
Effective Date” means the date on which the conditions precedent to Amendment
No. 1 have been satisfied.
“Original
Term Loan”
has the
meaning specified in the definition of “Term Facility”.
“Term
Loan Increase”
has the
meaning specified in the definition of “Term Facility”.
(b) Section
1.01 of the Credit Agreement is hereby amended by deleting the definitions
of
“Applicable Percentage” and “Term Facility” in their entirety and substituting
therefor the following new definitions in the appropriate alphabetical
order:
“Applicable
Percentage”
means
(a) in respect of the Term Facility, with respect to any Term Lender at any
time, the percentage (carried out to the ninth decimal place) of the Term
Facility (whether the Original Term Loan or the Term Loan Increase) represented
by (i) on or prior to the Closing Date, such Term Lender’s Term Commitment to
make the Original Term Loan at such time, (ii) on the Amendment No. 1 Effective
Date, such Term Lender’s Term Commitment to make the Term Loan Increase at such
time and (iii) thereafter, the principal amount of such Term Lender’s Term Loans
at such time, and (b) in respect of the Revolving Credit Facility, with respect
to any Revolving Credit Lender at any time, the percentage (carried out to
the
ninth decimal place) of the Revolving Credit Facility represented by such
Revolving Credit Lender’s Revolving Credit Commitment at such time. If the
commitment of each Revolving Credit Lender to make Revolving Credit Loans and
the obligation of the L/C Issuer to make L/C Credit Extensions have been
terminated pursuant to Section 8.02, or if the Revolving Credit Commitments
have
expired, then the Applicable Percentage of each Revolving Credit Lender in
respect of the Revolving Credit Facility shall be determined based on the
Applicable Percentage of such Revolving Credit Lender in respect of the
Revolving Credit Facility most recently in effect, giving effect to any
subsequent assignments. The initial Applicable Percentage of each Lender in
respect of each Facility is set forth opposite the name of such Lender on
Schedule 2.01(a) or in the Assignment and Assumption pursuant to which such
Lender becomes a party hereto, as applicable.
“Term
Facility”
means,
at any time, (a) the Term Loan advanced to the Borrowers on the Closing Date
in
the original principal amount of $75,000,000 pursuant to Section 2.01(a) (the
“Original Term Loan”), (b) the Term Loan advanced to the Borrowers on the
Amendment No. 1 Effective Date in the original principal amount of $5,000,000
pursuant to Section 2.01(a) (the “Term Loan Increase”) and (c) thereafter, the
aggregate principal amount of the Term Loans of all Term Lenders outstanding
at
such time.
§2.
Amendment
to Section 2.01 of the Credit Agreement. Section
2.01(a) of the
Credit
Agreement is hereby amended by deleting the first sentence therein and
substituting therefore the following new sentence: “Subject
to the terms and conditions set forth herein, each Term Lender severally agrees
to make a single loan to the Borrowers on the Closing Date in an amount not
to
exceed such Term Lender’s
Applicable Percentage of the Original Term Loan; and in addition, each Term
Lender severally agrees to make an additional loan to the Borrowers on the
Amendment No. 1 Effective Date in an amount not to exceed such Term
Lender’s
Applicable
Percentage
of the Term Loan Increase.”
§3.
Amendment
to Section 2.07 of the Credit Agreement. Section
2.07(a) of the Credit Agreement is hereby amended by deleting the table set
forth therein in its entirety and substituting therefor the following new
table:
|
Date
|
Amount
|
|||
|
March
31, 2007
|
$
|
5,044,642.85
|
||
|
June
30, 2007
|
$
|
5,044,642.85
|
||
|
September
30, 2007
|
$
|
5,044,642.85
|
||
|
December
31, 2007
|
$
|
5,044,642.85
|
||
|
March
31, 2008
|
$
|
5,044,642.85
|
||
|
June
30, 2008
|
$
|
5,044,642.85
|
||
|
September
30, 2008
|
$
|
5,044,642.85
|
||
|
December
31, 2008
|
$
|
5,044,642.85
|
||
|
March
31, 2009
|
$
|
5,044,642.85
|
||
|
June
30, 2009
|
$
|
5,044,642.85
|
||
|
September
30, 2009
|
$
|
5,044,642.85
|
||
|
December
31, 2009
|
$
|
5,044,642.85
|
||
|
March
31, 2010
|
$
|
5,044,642.85
|
||
|
June
30, 2010
|
$
|
5,044,642.95
|
§4.
Amendment
to Schedule 2.01(a).
Schedule
2.01(a) to the Credit Agreement is hereby amended and restated in its entirety
by Schedule 2.01(a) attached hereto as Exhibit A.
§5.
Limited
Consent and Acknowledgments.
(a)
(i)
Notwithstanding the notice requirements set forth in Section 2.14 of the Credit
Agreement, the Administrative Agent and the Lenders hereby consent, on a
one-time basis, to the designation of Exeter Shipping Corp. as a Borrower under
the Credit Agreement, such designation to be effective on the Amendment No.
1
Effective Date. The foregoing limited consent and acknowledgment does not
establish a custom, course of dealing or conduct among the Administrative Agent,
the Lenders, the Borrowers or any other Loan Party.
(ii)
New
Borrower hereby acknowledges and agrees, as of the Amendment No. 1 Effective
Date, to be bound as a Borrower by all of the terms and conditions of the Credit
Agreement with the same full force and effect and to the same extent as each
of
the other Borrowers. New Borrower further agrees, as of the Amendment No. 1
Effective Date, that each reference in the Credit Agreement or in any of the
other Loan Documents to a “Borrower” shall also mean and be a reference to New
Borrower.
(b)
Notwithstanding
Section 7.15 of the Credit Agreement to the contrary, the Administrative Agent
and the Lenders hereby consent, on a one-time basis, to the amendment of the
Organization Documents of TBS Logistics, Ltd. for the sole purpose of changing
such entity’s name from TBS Logistics, Ltd. to Mercury Marine Ltd. Promptly upon
the effectiveness of such name change, the Administrative Borrower shall deliver
to the Administrative Agent evidence of such name change. The foregoing limited
consent and acknowledgment does not establish a custom, course of dealing or
conduct among the Administrative Agent, the Lenders, the Borrowers or any other
Loan Party.
§6.
Representations
and Warranties.
Holdings
and the Borrowers (including, for the avoidance of doubt, New Borrower) hereby
represent and warrant to the Administrative Agent as follows:
6.1
Representation
and Warranties in the Credit Agreement. The
representations and warranties of Holdings and the Borrowers (including, for
the
avoidance of doubt, New Borrower) contained in the Credit Agreement were true
and correct in all material respects as of the date when made and continue
to be
true and correct in all material respects on the date hereof except for (a)
representations or warranties which expressly relate to an earlier date in
which
case such representations and warranties shall be true and correct, in all
material respects, as of such earlier date, or (b) representations or warranties
which are no longer true as a result of a transaction expressly permitted by
the
Credit Agreement.
6.2
Ratification,
Etc. Except
as
expressly amended hereby, the Credit Agreement is hereby ratified and confirmed
in all respects and shall continue in full force and effect. The Credit
Agreement shall, together with this Amendment, be read and construed as a single
agreement. All references in the Credit Agreement or any related agreement
or
instrument shall hereafter refer to the Credit Agreement as amended hereby.
6.3
Authority,
Etc. The
execution and delivery by Holdings and the Borrowers (including, for the
avoidance of doubt, New Borrower) of this Amendment and the performance by
Holdings and the Borrowers of all of its agreements and obligations under the
Credit Agreement, as amended hereby, are within Holdings and each Borrower’s
corporate authority and have been duly authorized by all necessary corporate
action on the part of Holdings and such Borrower.
6.4
Enforceability.
This
Amendment and the Credit Agreement, as amended hereby, constitute the legal,
valid and binding obligations of Holdings and the Borrowers (including, for
the
avoidance of doubt, New Borrower) and are enforceable against Holdings and
the
Borrowers in accordance with their terms, except as enforceability is limited
by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to
or
affecting generally the enforcement of, creditors’ rights and except to the
extent that availability of the remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
may
be brought.
§7.
Effectiveness
of Amendment. The
provisions of this Amendment shall become effective as of the date first set
forth above upon the satisfaction of each of the following conditions, in each
case in a manner and in form and substance satisfactory to the Administrative
Agent (unless otherwise agreed to in writing by the Administrative
Agent):
(a)
This
Amendment shall have been duly executed and delivered by each of the Borrowers,
New Borrower, Holdings, the Administrative Borrower, the Guarantors, the
Administrative Agent and the Required Lenders and shall be in full force and
effect; and
(b)
The
Administrative Agent shall have received signed original Officer’s Certificates,
certified by a duly authorized officer of each Borrower and each Guarantor
to be
true and complete, (a) of the records of all corporate (or other) action taken
by such Borrower or such Guarantor to authorize (i) such Borrower’s or such
Guarantor’s execution and delivery of this Amendment, and (ii) such Borrower’s
and such Guarantor’s entry into and carrying out the terms of this Amendment and
the Credit Agreement, as amended hereby, and (b) of the Organization Documents;
and
(c)
The
Administrative Agent shall have received a favorable legal opinion, addressed
to
the Administrative Agent and the other Secured Parties, of counsel to the Loan
Parties, as to matters requested by the Administrative Agent; and
(d)
Each
Lender requesting a new Note shall have received a duly executed Note; and
(e)
The
Administrative Agent shall have received, in respect of Exeter Shipping Corp.,
(i) a duly executed and duly notarized signature page to the security agreement
and pledge agreement, (ii) a duly executed Multi-Party Agreement, together
with
executed power of attorney, notices and other documents set forth therein,
Earnings Assignment, together with an executed notice of assignment, Insurance
Assignment, together with a fully executed master notice of assignment, Approved
Managers Undertaking, Philippine Assignment, and such other Collateral Documents
as requested by the Administrative Agent, each in form and substance
satisfactory to the Administrative Agent, (iii) a signed original Officer’s
Certificate, certified by a duly authorized officer of such Person, to be true
and complete, of the resolutions and other actions, incumbency certificates
and/or other certificates of Responsible Officer of such Subsidiary as the
Administrative Agent may request to evidence the identify, authority and
capacity of such Responsible Officer and of such Person’s Organization
Documents, (iv) a favorable opinion, addressed to the Administrative Agent
and
the other Secured Parties, of Xxxxxxxx & Xxxxxxx, counsel to the Loan
Parties, as to matters requested by the Administrative Agent, (v) evidence
of
insurance required to be maintained pursuant to the Loan Documents, (vi) a
Borrowing Base Certificate, duly executed by the Administrative Borrower, and
(vii) such other documentation and information required under Section 2.14
and
Section 6.12 of the Credit Agreement; and
(f)
The
Administrative Agent shall have received, in respect of the Alabama Belle,
the
information and documentation required by Section 6.12 of the Credit Agreement,
each in form and substance satisfactory to the Administrative Agent, including,
without limitation, evidence of recording a Preferred Vessel Mortgage in respect
of the Alabama Belle and the other Vessel Collateral Documents and a favorable
opinion, addressed to the Administrative Agent and the other Secured Parties,
of
counsel for the Loan Parties acceptable to the Administrative Agent, as to
the
due authorization, execution and delivery of such documentation and
enforceability thereof against Exeter Shipping Corp. and the other Loan Parties
and such other matters reasonably requested by the Administrative Agent;
and
(g)
The
Administrative Agent shall have received, in respect of each existing Preferred
Vessel Mortgage, (i) an amendment to each such Preferred Vessel Mortgage, each
such amendment to be in form and substance satisfactory to the Administrative
Agent, (ii) and a favorable opinion, addressed to the Administrative Agent
and
the other Secured Parties, of counsel for the Loan Parties acceptable to the
Administrative Agent, as to the due authorization, execution and delivery of
such documentation and enforceability thereof against the applicable Loan
Parties and (iii) evidence of filing of each such amendment with the appropriate
Governmental Authorities in the Administrative Agent sole determination;
and
(h)
The
Borrowers shall have paid all fees set forth in the Amended and Restated Fee
Letter, dated as of January 9, 2007, to the Administrative Agent for its own
account and for the account of the Lenders as provided therein; and
(i)
The
Borrowers shall have paid all reasonable unpaid fees and expenses of the
Administrative Agent’s counsel, Xxxxxxx XxXxxxxxx LLP, to the extent that copies
of invoices for such fees and expenses have been delivered to the Borrowers;
and
(j)
The
Administrative Agent shall have received such other items, documents, agreements
or actions as the Administrative Agent may reasonably request in order to
effectuate the transactions contemplated hereby.
§8.
No
Other Amendments. Except
as
expressly provided in this Amendment, all of the terms and conditions of the
Credit Agreement remain in full force and effect.
§9.
Execution
in Counterparts.
This
Amendment may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument. In making proof
of
this Amendment it shall not be necessary to produce or account for more than
one
counterpart signed by each party hereto by and against which enforcement hereof
is sought.
§10.
Expenses.
Pursuant to 11.04 of the Credit Agreement, all costs and expenses incurred
or
sustained by the Administrative Agent in connection with this Amendment,
including the fees and disbursements of legal counsel for the Administrative
Agent in producing, reproducing and negotiating the Amendment, will be for
the
account of the Borrowers whether or not the transactions contemplated by this
Amendment are consummated.
§11.
Miscellaneous.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW
OF THE STATE OF NEW YORK, EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE
OF LAW (OTHER THAN THE NEW YORK GENERAL OBLIGATIONS LAW §5-1401).
The
captions in this Amendment are for convenience of reference only and shall
not
define or limit the provisions hereof.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
The
Borrowers:
ALBEMARLE
MARITIME CORP.
ARDEN
MARITIME CORP.
ASIA-AMERICA
OCEAN CARRIERS LTD.
BIRNAM
MARITIME CORP.
BRISTOL
MARITIME CORP.
XXXXXXX
SHIPPING CORP.
XXXXX
NAVIGATION CORP.
DOVER
MARITIME CORP.
FRANKFORT
MARITIME CORP.
GLENWOOD
MARITIME CORP.
XXXXXX
SHIPPING CORP.
XXXXXX
MARITIME CORP.
XXXXXX
MARITIME CORP.
KENSINGTON
SHIPPING CORP.
XXXXXXX
NAVIGATION CORP.
OLDCASTLE
SHIPPING CORP.
XXXXXX
SHIPPING CORP.
REMSEN
NAVIGATION CORP.
SHEFFIELD
MARITIME CORP.
XXXXXXX
MARITIME CORP.
STERLING
SHIPPING CORP.
STRATFORD
SHIPPING CORP.
XXXXXX
MARITIME CORP.
WINDSOR
MARITIME CORP.
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Attorney-in-Fact
New
Borrower:
EXETER
SHIPPING CORP.
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Attorney-in-Fact
Holding:
TBS
INTERNATIONAL LIMITED
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Attorney-in-Fact
The
Administrative Borrower:
TBS
SHIPPING SERVICES INC.
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Secretary
The
Administrative Agent:
BANK
OF AMERICA, N.A.
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Agency Management
The
Lenders:
|
BANK
OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line
Lender
|
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Vice President
|
CITIBANK,
N.A.,
as Syndication Agent and a
Lender
|
By:
/s/
Xxxxxxx McAndersen
Name:
Xxxxxxx McAndersen
Title:
Senior Vice President
KEYBANK,
N.A.,
as a Lender
By:
/s/
Xxxxxx X. Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Director
|
LASALLE
BANK, NATIONAL ASSOCIATION,
as a Lender
|
By:
/s/
Xxxxxxx X Xxxxxxxx
Name:
Xxxxxxx X Xxxxxxxx
Title:
Senior Vice President
|
NORTH
FORK BUSINESS CAPITAL CORPORATION,
as a Lender
|
By:
/s/
Xxxxxx X. Xxxxxxx
Name:
Xxxxxx X. Xxxxxxx
Title:
Vice President
|
XXXXXXX
BANK NATIONAL ASSOCIATION,
as a Lender
|
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Senior Vice President
|
WESTLB
AG, NEW YORK BRANCH, as
Documentation Agent and Lender
|
By:
/s/
Xxxxxxxxx Xxxx
Name:
Xxxxxxxxx Xxxx
Title:
Director
By:
/s/
Xxxxxx Xxxxxxxxx
Name:
Xxxxxx Xxxxxxxxx
Title:
Executive Director
GUARANTORS’
ACKNOWLEDGMENT
Each
of
the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing
Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of
their respective obligations and liabilities under the Loan Documents to
which
any of them is a party and ratifies and confirms that such obligations and
liabilities extend to and continue in effect with respect to, and continue
to
guarantee and secure, as applicable, the Obligations of the Borrowers under
the
Credit Agreement as amended; (c) acknowledge and confirm that the liens and
security interests granted pursuant to the Loan Documents are and continue
to be
valid and perfected first priority liens and security interests (subject
only to
Permitted Encumbrances) that secure all of the Obligations on and after the
date
hereof; (d) acknowledges and agrees that, as of the date hereof, such Guarantor
does not have any claim or cause of action against the Administrative Agent
or
any Lender (or any of its respective directors, officers, employees or agents);
and (e) acknowledges, affirms and agrees that, as of the date hereof, such
Guarantor does not have any defense, claim, cause of action, counterclaim,
offset or right of recoupment of any kind or nature against any of their
respective obligations, indebtedness or liabilities to any Administrative
Agent
or any Lender.
The
Guarantors:
TBS
U.S. ENTERPRISES LLC
By:
TBS
SHIPPING SERVICES INC.,
its
sole member
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Secretary
TBS
ENERGY LOGISTICS L.P.
By:
TBS
U.S. ENTERPRISES LLC,
its
general partner
By:
TBS
SHIPPING SERVICES INC.,
its
sole member
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Secretary
:
The
Guarantors:
ROYMAR
SHIP MANAGEMENT, INC.
TBS
SHIPPING SERVICES INC.
AZALEA
SHIPPING & CHARTERING, INC.
COMPASS
CHARTERING CORP.
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Secretary
XXXXXXXXX
HOLDINGS LTD.
TRANSWORLD
CARGO CARRIERS, S.A.
TBS
LOGISTICS LTD.
TBS
WORLDWIDE SERVICES INC.
LEAF
SHIPPING CORP.
PACIFIC
RIM SHIPPING CORP.
TBS
AFRICAN VENTURES LIMITED
TBS
EUROLINES, LTD.
TBS
LATIN AMERICA LINER, LTD.
TBS
MIDDLE EAST CARRIERS, LTD.
TBS
NORTH AMERICA LINER LTD.
TBS
OCEAN CARRIERS, LTD.
TBS
PACIFIC LINER, LTD.
By:
/s/
Xxxx XxXxxxx
Name:
Xxxx XxXxxxx
Title:
Attorney-in-Fact
EXHIBIT
A
SCHEDULE
2.01(a)
COMMITMENTS
AND
APPLICABLE PERCENTAGES
|
Lender
|
Term
Commitment of Original Term Loan as of the Closing Date
|
Revolving
Credit Commitment as of the Closing Date
|
Term
Applicable Percentage of Original Term Loan as of the Closing
Date
|
Revolving
Credit
Applicable
Percentage as of the Closing Date
|
|||||||||
|
Bank
of America, N.A.
|
$
|
13,393,000
|
$
|
11,607,000
|
17.857333333
|
%
|
17.856923077
|
%
|
|||||
|
Citibank,
N.A.
|
$
|
13,393,000
|
$
|
11,607,000
|
17.857333333
|
%
|
17.856923077
|
%
|
|||||
|
WestLB
AG, New York Branch
|
$
|
13,393,000
|
$
|
11,607,000
|
17.857333333
|
%
|
17.856923077
|
%
|
|||||
|
KeyBank,
N.A.
|
$
|
10,714,000
|
$
|
9,286,000
|
14.285333333
|
%
|
14.286153846
|
%
|
|||||
|
LaSalle
Bank, National Association
|
$
|
10,714,000
|
$
|
9,286,000
|
14.285333333
|
%
|
14.286153846
|
%
|
|||||
|
North
Fork Business Capital Corporation
|
$
|
8,036,000
|
$
|
6,964,000
|
10.714666667
|
%
|
10.713846154
|
%
|
|||||
|
Xxxxxxx
Bank National Association
|
$
|
5,357,000
|
$
|
4,643,000
|
7.142666667
|
%
|
7.143076923
|
%
|
|||||
|
Total
|
$
|
75,000,000
|
$
|
65,000,000
|
100.000000000
|
%
|
100.000000000
|
%
|
|
Lender
|
Term
Commitment of Term Loan Increase as of Amendment No. 1 Effective
Date
|
Term
Applicable Percentage of Term Loan Increase as of Amendment No.
1
Effective Date
|
|||||
|
Bank
of America, N.A.
|
$
|
1,125,000
|
22.500000000
|
%
|
|||
|
Citibank,
N.A.
|
$
|
1,
125,000
|
22.500000000
|
%
|
|||
|
WestLB
AG, New York Branch
|
$
|
1,
125,000
|
22.500000000
|
%
|
|||
|
KeyBank,
N.A.
|
$
|
625,000
|
12.500000000
|
%
|
|||
|
LaSalle
Bank, National Association
|
$
|
750,000
|
15.000000000
|
%
|
|||
|
North
Fork Business Capital Corporation
|
$
|
250,000
|
5.000000000
|
%
|
|||
|
Xxxxxxx
Bank National Association
|
$
|
0
|
0.000000000
|
%
|
|||
|
Total
|
$
|
5,000,000
|
100.000000000
|
%
|
As
of the Amendment No. 1 Effective Date
|
Lender
|
Term
Commitment Term Loans (including the Original Term Loan and the
Term Loan
Increase) as of Amendment No. 1 Effective Date
|
Revolving
Credit Commitment as of Amendment No. 1 Effective Date
|
Term
Applicable Percentage of Term Loans (including the Original Term
Loan and
the Term Loan Increase) as of Amendment No. 1 Effective
Date
|
Revolving
Credit
Applicable
Percentage as of Amendment No. 1 Effective Date
|
|||||||||
|
Bank
of America, N.A.
|
$
|
12,843,875
|
$
|
14,982,000
|
18.186017699
|
%
|
18.727500000
|
%
|
|||||
|
Citibank,
N.A.
|
$
|
12,843,875
|
$
|
14,982,000
|
18.186017699
|
%
|
18.727500000
|
%
|
|||||
|
WestLB
AG, New York Branch
|
$
|
12,843,875
|
$
|
14,982,000
|
18.186017699
|
%
|
18.727500000
|
%
|
|||||
|
KeyBank,
N.A.
|
$
|
9,999,750
|
$
|
11,161,000
|
14.158938053
|
%
|
13.951250000
|
%
|
|||||
|
LaSalle
Bank, National Association
|
$
|
10,124,750
|
$
|
11,536,000
|
14.335929204
|
%
|
14.420000000
|
%
|
|||||
|
North
Fork Business Capital Corporation
|
$
|
7,281,500
|
$
|
7,714,000
|
10.310088496
|
%
|
9.642500000
|
%
|
|||||
|
Xxxxxxx
Bank National Association
|
$
|
4,687,375
|
$
|
4,643,000
|
6.636991150
|
%
|
5.803750000
|
%
|
|||||
|
Total
|
$
|
70,625,000.00
|
$
|
80,000,000
|
100.000000000
|
%
|
100.000000000
|
%
|
