SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment")
dated and effective as of October 31, 2000, by and among PATRIOT
TRANSPORTATION HOLDING, INC., a Florida corporation, f/k/a FRP
PROPERTIES, INC. (the "Company"), SUNTRUST BANK, a Georgia corporation,
successor by merger to SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, a national banking association (in its individual capacity,
"SunTrust"), individually and as Agent (in such capacity, the "Agent")
BANK OF AMERICA, N.A., a national banking association ("BOA"), successor
by merger to BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
successor by merger to Bank of America Illinois, and successor by merger
to XXXXXXX BANK, N.A., f/k/a Xxxxxxx Bank of Jacksonville, N.A.
("Xxxxxxx"), and FIRST UNION NATIONAL BANK, successor by merger to First
Union National Bank of Florida ("FUNB") (collectively, the "Banks").
W I T N E S S E T H:
WHEREAS, the Borrower, SunTrust, BOA, Xxxxxxx, FUNB and the Agent
previously entered into that certain Credit Agreement dated as of
November 15, 1995, as amended by a First Amendment dated as of September
30, 1998 (as amended, the "Credit Agreement"; capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement); and
WHEREAS, the Borrower has requested the Banks to extend the
Commitment Termination Date by one (1) year to November 15, 2001 and to
revise certain other provisions of the Credit Agreement; and
WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement to provide for the foregoing, and to provide for the
reallocation of the Commitments among the Banks, subject to the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
a. The list of commitment amounts contained at the end of
paragraph (a) of Section 1.1 of the Credit Agreement is hereby deleted in
its entirety and the following is substituted in lieu thereof:
"Bank Commitment
SunTrust Bank $14,000,000
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Bank of America, N.A. $10,000,000
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
First Union National Bank $10,000,000
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
__________
Total Commitment $34,000,000"
b. Paragraphs (a), (b) and in the middle of Section 1.3 of
the Credit Agreement are hereby deleted in their entirety and the
following are substituted in lieu thereof:
"(a) a sum equal to twenty-five percent (25%) of the principal
balance outstanding on the Commitment Termination Date shall be
payable on November 15, 2002; and
(b) the remaining principal balance outstanding on the
Commitment Termination Date shall be due and payable in full on
November 15, 2003."
c. Section 1.5 of the Credit Agreement is hereby deleted in
its entirety and the following is substituted in lieu thereof:
"Section 1.5 Interest on Loans.
(a) Each Prime Loan shall bear interest on its principal
amount outstanding from time to time at a rate per annum (computed
on the basis of the actual number of days elapsed over a year of 360
days) (I) from the Closing Date through November 15, 2001 at a rate
per annum equal to the Prime Rate, and (ii) from November 16, 2001
through November 15, 2003 at a rate per annum equal to the Prime
Rate plus 1/4 of 1% (0.25%). Interest shall be payable on each
Prime Loan quarterly on each Interest Payment Date, commencing with
the first of such dates after the date of funding of such Prime
Loan, and at maturity or the date of conversion of such Prime Loan
to a Loan of a different type.
(b) Reserved.
(c) Each Eurodollar Loan shall bear interest (computed on the
basis of the actual number of days elapsed over a year of 360 days)
(I) from the Closing Date through November 15, 2001, at a rate per
annum one percent (1%) in excess of the LIBOR Rate for the Interest
Period in effect for such Loan and (ii) from November 16, 2001
through November 15, 2003, at a rate per annum one and one-half
percent (1.50%) in excess of the LIBOR Rate for the Interest Period
in effect for such Loan. Interest shall be payable on each
Eurodollar Loan on each applicable Interest Payment Date and at
maturity or the date of conversion of such Eurodollar Loan into a
Loan of a different type. The Agent shall notify the Company and
the Banks of the applicable LIBOR Rate for each Interest Period at
10:00 .m., Atlanta time, or as soon as practicable thereafter, on
the date when the determination is to be made in respect of such
Interest Period. Such determination shall be conclusive absent
manifest error."
d. Article IV of the Credit Agreement is hereby amended by
the addition at the end thereof of the following Section 4.8:
"Section 4.8 Subsidiaries. Notwithstanding anything to the
contrary contained elsewhere in this Agreement, the Company will at
all times own one hundred percent (100%) of each of its
Subsidiaries; provided, however, that with respect to Subsidiaries
formed or acquired after September 29, 2000 the Company will be
required to (I) own a majority of the issued and outstanding capital
stock thereof and (ii) maintain voting control thereof."
e. Subparagraph (I) of paragraph (a) of Section 5.5 of the
Credit Agreement is hereby deleted in its entirety and the following is
substituted in lieu thereof:
"(I) the Company may declare and pay dividends and make
other distributions in respect to its capital stock or in
respect to the redemption, retirement, purchase or other
acquisition of its capital stock in an aggregate amount not in
excess of 66-2/3% of net income earned subsequent to September
30, 1999, plus $10,000,000.00 plus the proceeds from the sale
of capital stock (or any warrant, option or other rights with
respect to any shares of the capital stock [now or hereafter
outstanding] of the Company) subsequent to September 30, 1999,
or make any deposit for any of the foregoing purposes; and"
f. Section 5.6 of the Credit Agreement is hereby amended by
the addition at the end thereof of the following:
"; provided however, that notwithstanding anything to the contrary
contained in this Section 5.6 or in Section 5.8 or elsewhere in this
Agreement, the Borrower will not enter into or consummate any
material corporate restructuring or reorganization (including any
separation of the real estate business from the transportation
business of the Borrower) until the Required Banks have approved, in
writing, pursuant to Section 9.5, the planned debt restructuring in
connection therewith."
g. The definition of the term "Commitment Termination Date"
contained in Article VII of the Credit Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"'Commitment Termination Date' shall mean November 15, 2001."
h. All references to the term "Certificate of Deposit Loan"
shall be deleted from the Credit Agreement and, from and after the
date hereof, the Borrower may not obtain or maintain Certificate of
Deposit Loans.
2. Counterparts. This Second Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original
and shall be binding upon all parties, their successors and permitted
assigns.
3. Capitalized Terms. All capitalized terms contained herein
shall have the meanings assigned to them in the Credit Agreement unless
the context herein otherwise dictates or unless different meanings are
specifically assigned to such terms herein.
4. Representations and Warranties. The Borrower hereby reaffirms
all of its representations and warranties contained in the Credit
Agreement as though made and given in connection with the execution and
delivery of this Second Amendment and further certifies that all such
representations and warranties are true and correct on and as of the date
hereof.
5. Ratification of Credit Documents; Miscellaneous. Except for
any modification of and/or amendment to the Credit Agreement as herein
provided, no other term, condition or provision of the Credit Agreement
shall be considered to be altered or amended, and this Second Amendment
shall not be deemed a novation. The Credit Agreement as amended hereby,
and all other documents executed in connection therewith (collectively,
the "Credit Documents") shall remain in full force and effect. Each and
every reference to the Credit Agreement in any other Credit Document
shall be deemed to refer to the Credit Agreement as amended by this
Second Amendment. The Borrower hereby acknowledges and agrees that the
Credit Documents are, as of the date hereof, valid and enforceable in
accordance with their respective terms and that all amounts extended by
the Banks to the Borrower pursuant thereto are absolutely and
unconditionally due and owing to the Banks, and are not subject to any
defenses, counterclaims or rights of set-off whatsoever.
6. Governing Law. THIS SECOND AMENDMENT SHALL BE EFFECTIVE UPON
EXECUTION BY THE BORROWER AND ALL BANKS AND SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have executed this Second
Amendment as of the day and year first above written.
BORROWER:
PATRIOT TRANSPORTATION HOLDING, INC., f/k/a
FRP PROPERTIES, INC.
By:_____________________________
Name:___________________________
Title:__________________________
Address:
Xxxx Xxxxxx Xxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000
Facsimile No.: 904/355-0817
Telephone No.: 904/000-0000
[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT
AMONG SUNTRUST, AS AGENT,
PATRIOT TRANSPORTATION HOLDING, INC.,
f/k/a FRP PROPERTIES, INC.
AND THE BANKS PARTIES THERETO]
SUNTRUST BANK, successor by merger to
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, as a Bank, and as Agent
By:______________________________
Name:____________________________
Title:___________________________
Address:
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxx,
_____________
Corporate and Investment Banking
Facsimile No.: 407/237-4076
Telephone No.: 407/000-0000
[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT
AMONG SUNTRUST, AS AGENT,
PATRIOT TRANSPORTATION HOLDING, INC.,
f/k/a FRP PROPERTIES, INC.
AND THE BANKS PARTIES THERETO]
BANK OF AMERICA, N.A., successor by
merger to BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION and
successor by merger to XXXXXXX BANK,
N.A.
By:__________________________
Name:________________________
Title:_______________________
Address:
000 Xxxxx Xxxxx Xxxxxx
XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxx
_________________
Facsimile No.: 704/409-0054
Telephone No.: 704/000-0000 or
800/688-4576
[SIGNATURE PAGE TO SECOND AMENDMENT TO
CREDIT AGREEMENT
AMONG SUNTRUST, AS AGENT,
PATRIOT TRANSPORTATION HOLDING, INC.,
f/k/a FRP PROPERTIES, INC.
AND THE BANKS PARTIES THERETO]
FIRST UNION NATIONAL BANK, successor
by merger to FIRST UNION NATIONAL BANK
OF FLORIDA
By:__________________________
Name:________________________
Title:________________________
Address:
000 Xxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attn: _______________
_______________
Facsimile No.: 904/___-____
Telephone No.: 904/___-____
