NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGAUGE. SECOND...
Exhibit 10.1
NOTE:
PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED
LANGAUGE.
CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED
LANGAUGE.
SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (this ‘‘Amendment”), dated as of
August 4, 2011, is by and among XXXXXX WORLDWIDE, INC., a
Delaware corporation (the “Borrower”), each
lender from time to time party hereto (collectively, the
“Lenders” and each individually, a
“Lender”), REGIONS BANK, as Administrative
Agent (in such capacity, the “Administrative
Agent”), Swing Line Lender, and Letter of Credit
Issuer, REGIONS CAPITAL MARKETS, a division of Regions Bank, as
Lead Arranger and Bookrunner, THE PRIVATE BANK AND
TRUST COMPANY, as Syndication Agent (the
“Syndication Agent”) and TEXAS CAPITAL BANK,
NATIONAL ASSOCIATION, and CAPITAL ONE, N.A., as Co-Documentation
Agents (the “Documentation Agent”).
RECITALS:
A. The Borrower, the Lenders party thereto and the
Administrative Agent have entered into that certain Second
Amended and Restated Credit Agreement dated as of May 6,
2010 (as the same has been and may be amended, modified,
supplemented or restated from time to time, the “Credit
Agreement”).
B. The Borrower, the Lenders, and the Administrative Agent
now desire to amend the Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises herein
contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Borrower,
the Administrative Agent and the Lenders party hereto hereby
agree as follows:
ARTICLE I
Definitions
Section 1.1 Definitions. Capitalized
terms used in this Amendment, to the extent not otherwise
defined herein, shall have the same meanings as in the Credit
Agreement, as amended hereby.
ARTICLE II
Amendments
to the Credit Agreement
Section 2.1 Amendments
to Section 1.01 of the Credit Agreement.
(a) Effective as of the date hereof, the following
definitions shall be added to Section 1.01 of the
Credit Agreement in alphabetical order to read in their entirety
as follows:
‘‘Futures Merger” means the
proposed amalgamation of PFS and Xxxxxx Futures (whether by
merger, consolidation, asset sale or otherwise) after the Second
Amendment Effective Date.
‘‘Second Amendment Effective Date”
means August 4, 2011.
(b) Effective as of the date hereof, the following
definitions in Section 1.01 of the Credit Agreement
shall be amended and restated to read in their entirety as
follows:
‘‘Consolidated EBITDA” means, for
any period, and in all cases without duplication, for the
Borrower and its Subsidiaries on a consolidated basis, an amount
equal to Consolidated Net Income for such period plus
(a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Interest Charges for such
period, (ii) the provision for Federal, state, local and
foreign income taxes payable by the Borrower and its
Subsidiaries for such period, (iii) depreciation and
amortization expense, (iv) non-cash stock based
compensation, (v) costs, expenses and fees incurred in
connection with the Ridge Acquisition, the 2017 Notes Offering,
the 2014 Notes Offering, the Existing Credit Agreement and this
Agreement (including amendments hereto), and (vi) all
one-time, non-recurring expenses incurred or charged to income
during such period (including, without limitation, write downs
for the second fiscal quarter of 2011 of problem accounts
receivable in existence as of the Second Amendment Effective
Date, in an aggregate amount up to but not exceeding
$43,000,000) minus (b) the following to the extent included
in calculating such Consolidated Net Income: (i) Federal,
state, local and foreign income tax credits of the Borrower and
its Subsidiaries for such period and (ii) all non cash
items increasing Consolidated Net Income for such period. In
addition, for the twelve month period following the closing of
the Ridge Acquisition, the calculation of Consolidated EBITDA
shall include an amount equal to $1,050,000 for any month
(commencing with the first full month after the closing of the
Ridge Acquisition) for which the actual EBITDA earned by PFS and
attributable to correspondent clearing contracts acquired in the
Ridge Acquisition is not included in the calculation of
Consolidated EBITDA.
‘‘Equity Repurchase” means the
Borrower’s repurchase of its Equity Interests (a) with
respect to (i) any shares withheld to cover tax-withholding
requirements relating to the vesting of restricted stock units
issued pursuant to, and other ordinary course repurchases in
respect of, the 2000 Stock Incentive Plan and (ii) upon the
consent of the Required Lenders, any other restricted stock
units or stock options repurchased from former employees,
directors or contractors in accordance with the terms of the
Borrower’s restricted stock unit or stock option plans; and
(b) in connection with the workout
and/or
restructuring of problem accounts receivable in existence as of
the Second Amendment Effective Date, in an aggregate amount for
clause (b) up to but not exceeding 1,250,000 shares of
Borrower stock.
‘‘Total Commitments” means the
Commitments of all the Lenders in an aggregate amount up to but
not exceeding $50,000,000, as may be increased in accordance
with Section 2.14(a).
Section 2.2 Amendment
to Section 2.01 of the Credit
Agreement. Effective as of the date hereof,
Section 2.01 of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
2.01 Revolving Loans. Subject to the
terms and conditions set forth herein, each Lender severally
agrees to make loans (each such loan, a “Revolving
Loan”) to the Borrower from time to time, on any
Business Day during the Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such
Lender’s Commitment; provided, however, that
after giving effect to any Revolving Borrowing, (i) the
Total Outstandings shall not exceed the Total Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving
Loans of any Lender, plus such Lender’s Pro Rata
Percentage of the Outstanding Amount of all Letter of Credit
Obligations, plus such Lender’s Pro Rata Percentage
of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lender’s Commitment; and provided
further that, notwithstanding anything in this Agreement to the
contrary, (a) at any time that the Consolidated Leverage
Ratio is greater than or equal to **** to **** for a measurement
period (on a pro forma basis after giving effect to any proposed
Borrowing), no new Borrowings shall be requested, and
(b) at any time that the Consolidated Leverage Ratio is
greater than the Original Consolidated Leverage Ratio for a
measurement period, Availability shall be limited to $25,000,000
for general corporate purposes. Within the limits of each
Lender’s Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this
Section 2.01, prepay under Section 2.05,
and reborrow under this Section 2.01. Revolving
Loans may be Base Rate Loans or LIBOR Rate Loans, as further
provided herein.
2
Section 2.3 Amendments
to Section 2.05 of the Credit Agreement.
(a) Effective as of the date hereof,
Section 2.05(d) of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
(d) (i) Upon the Disposition of assets by the Borrower
or any Subsidiary as permitted in Section 7.05(c)
(for the avoidance of doubt, JBO Stock and Equity Interests
shall not be considered assets for purposes of this subsection
(d)(i)) 100% of the Net Cash Proceeds shall be paid within two
Business Days to the Administrative Agent to be applied to the
Loans (if any Loans are outstanding), and the Total Commitments
shall be permanently reduced by the amount of the Net Cash
Proceeds of such Disposition provided, however, that, with
respect to any Net Cash Proceeds realized under a Disposition
described in this Section 2.05(d)(i), at the
election of the Borrower (as notified by the Borrower to the
Administrative Agent on or prior to the date of such
Disposition), and so long as no Default shall have occurred and
be continuing, the Borrower or such Subsidiary may, instead of
applying such amounts to the Loans, reinvest all or any portion
of such Net Cash Proceeds in operating assets (including
investments in capital of Subsidiaries) so long as within
90 days after the receipt of such Net Cash Proceeds, such
purchase shall have been consummated (as certified by the
Borrower in writing to the Administrative Agent); and provided
further, however, that any Net Cash Proceeds not subject to such
definitive agreement or so reinvested by such time shall be
immediately applied to the prepayment of the Loans as set forth
in this Section 2.05(d)(i) along with a
corresponding permanent reduction to the Total Commitments. The
provisions of this Section 2.05(d)(i) do not
constitute a consent to the consummation of any Disposition not
otherwise permitted hereunder.
(ii) ****
(iii) ****
(b) Effective as of the date hereof,
Section 2.05(f) of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
(f) If during the six-month period beginning on each of
July 1, 2011, January 1, 2012, and July 1, 2012
(each, a “Clean Down Period”) the Consolidated
Leverage Ratio, as set forth in a Compliance Certificate
received by the Administrative Agent pursuant to
Section 6.02(a) in respect of a fiscal quarter
ending during the applicable Clean Down Period, is greater than
**** to ****, there shall be a period of at least thirty
(30) consecutive days during the applicable Clean Down
Period during which (i) the Total Outstandings shall be
zero and (ii) no additional Loans shall be made and no
Letters of Credit shall be issued; provided,
however, that any Clean Down Period shall terminate prior
to the end of any such six-month period if and at such time as
the Borrower submits its regularly scheduled quarterly
Compliance Certificate evidencing that the Consolidated Leverage
Ratio is less than or equal to **** to ****.
Section 2.4 Amendments
to Section 7.02 of the Credit Agreement.
(a) Effective as of the date hereof,
Section 7.02(i) of the Credit Agreement shall be
amended to remove the “and” at the end thereof.
(b) Effective as of the date hereof,
Section 7.02(j) of the Credit Agreement shall be
amended to delete the “..” at the end thereof and
substituting “; and” in lieu thereof.
(c) Effective as of the date hereof,
Section 7.02 of the Credit Agreement shall be
amended to add a new Section 7.02(k) to read in its
entirety as follows:
(k) Investments in connection with the workout
and/or
restructuring of problem accounts receivable (including
Investments in connection with the workout
and/or
restructuring of Investments received in respect of such
accounts receivable), so long as any new advances of
capital made in connection with such workout
and/or
restructuring shall not exceed $**** in the aggregate over the
term of this Agreement.
Section 2.5 Amendments
to Section 7.04 of the Credit Agreement.
(a) Effective as of the date hereof,
Section 7.04(a) of the Credit Agreement shall be
amended to remove the “and” at the end thereof.
3
(b) Effective as of the date hereof,
Section 7.04(b) of the Credit Agreement shall be
amended to delete the “.” at the end thereof and
substituting “; and” in lieu thereof.
(c) Effective as of the date hereof,
Section 7.04 of the Credit Agreement shall be
amended to add a new Section 7.04(c) to read in its
entirety as follows:
(c) without limitation to Section 7.04(b), the
Borrower or any Subsidiary may Dispose of any Subsidiary (other
than PFS or, to the extent that Xxxxxx Futures is the surviving
entity after consummation of the Futures Merger, Xxxxxx
Futures), whether by Disposal of assets, securities or by way of
merger or consolidation, to any Person of all or substantially
all of the assets
and/or
Equity Interests of such Subsidiary, provided that the
Net Cash Proceeds are paid to the Administrative Agent as
required by Section 2.05(d), and provided further
that any such Disposition shall be for fair market value.
Section 2.6 Amendments
to Section 7.05 of the Credit Agreement.
(a) Effective as of the date hereof,
Section 7.05(c) of the Credit Agreement shall be
amended by replacing “Section 2.05(d)”
with “Section 2.05(d)(i)” and removing the
“and” at the end thereof.
(b) Effective as of the date hereof,
Section 7.05(d) of the Credit Agreement shall be
amended to delete the “.” at the end thereof and
substituting “; and” in lieu thereof.
(c) Effective as of the date hereof,
Section 7.05 of the Credit Agreement shall be
amended to add a new Section 7.05(e) to read in its
entirety as follows:
(e) Dispositions of assets in connection with the workout
and/or
restructuring of problem accounts receivable (including
Investments received in respect of such accounts receivable),
provided that the Net Cash Proceeds are paid to the
Administrative Agent as required by
Section 2.05(d)(i).
(d) Effective as of the date hereof, the last proviso of
Section 7.05 of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
provided, however, that any Disposition pursuant
to clauses (a), (b), (c), (d) and (e) shall be for
fair market value.
Section 2.7 Amendments
to Section 7.08 of the Credit Agreement.
(a) Effective as of the date hereof, Section 7.08 of
the Credit Agreement shall be amended by adding after
“Affiliate of the Borrower” at the beginning of the
second line thereof “(other than the Borrower or a
Subsidiary)”.
Section 2.8 Amendment
to Section 7.16(b) of the Credit
Agreement. Effective as of the date hereof,
Section 7.16(b) of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
(b) Consolidated Fixed Charge Coverage
Ratio. Permit the Consolidated Fixed Charge
Coverage Ratio as of the end of any fiscal quarter measured
quarterly in arrears on a rolling four quarter basis of the
Borrower to be less than (i) for the fiscal quarter ending
on each of September 30, 2011 and December 31, 2011,
**** to **** and (ii) for the fiscal quarter ending on
March 31, 2012 and thereafter, **** to ****.
Section 2.9 Amendment
to Section 7.16(c) of the Credit
Agreement. Effective as of the date hereof,
Section 7.16(c) of the Credit Agreement shall be
amended and restated to read in its entirety as follows:
(c) Consolidated Leverage
Ratio. Permit the Consolidated Leverage Ratio
as of the end of any fiscal quarter measured quarterly in
arrears on a rolling four quarter basis to be greater than
(i) for the fiscal quarter ending March 31, 2012
through the fiscal quarter ending September 30, 2012, ****
to **** and (ii) for the fiscal quarter ending
December 31, 2012 and thereafter, **** to ****. The
Consolidated Leverage Ratio shall not be tested for the fiscal
quarter ending **** through the fiscal quarter ending ****.
Section 2.10 Amendment
to Schedule 2.01 to the Credit
Agreement. Effective as of the Second
Amendment Effective Date, Schedule 2.01 to the Credit
Agreement is hereby replaced with the Schedule 2.01
attached hereto for all purposes under the Credit Agreement, and
any reference to Schedule 2.01 in any Loan Document shall
refer to the Schedule 2.01 attached hereto.
4
ARTICLE III
Conditions
Precedent to Effectiveness
Section 3.1 Conditions. The
effectiveness of this Amendment is subject to the full
satisfaction of each of the following conditions precedent:
(a) Documents. The Administrative
Agent shall have received all of the following, in form and
substance satisfactory to the Administrative Agent:
(i) Amendment. Executed
counterparts of this Amendment, sufficient in number for
distribution to the Administrative Agent, each Lender and the
Borrower.
(ii) Amendment Fee. Payment of an
amendment fee in an amount of ****% of the Commitment (as
reduced pursuant to this Amendment) of each Lender executing
this Amendment. Such amendment fee is due and payable on or
before 5:00 pm Central time on the closing date of this
Amendment.
(iii) Other Fees. Any fees
required to be paid on or before the date hereof shall have been
paid, including those fees required to be paid in that certain
Fee Letter dated as of July 20, 2011, among the Borrower,
the Administrative Agent, and Regions Capital Markets, a
division of Regions Bank.
(iv) Additional Information. Such
additional documents, instruments and information as the
Administrative Agent, the Letter of Credit Issuer, the Swing
Line Lender or the Required Lenders reasonably may require.
(b) No Default or Event of
Default. No Default shall exist or would
result from the execution of this Amendment.
(c) No Material Adverse
Effect. Since the date of the most recent
financial statements delivered by the Borrower to the
Administrative Agent, no event or circumstance has occurred that
has had or would be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect.
(d) Representations and
Warranties. All of the representations and
warranties contained in Article V of the Credit
Agreement as amended hereby and in the other Loan Documents
shall be true and correct on and as of the date hereof, with the
same force and effect as if such representations and warranties
had been made on and as of the date hereof, except to the extent
that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct as
of such earlier date and except that the representations and
warranties contained in subsections (a) and (b) of
Section 5.05 of the Credit Agreement shall be deemed
to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of
Section 6.01 of the Credit Agreement.
ARTICLE IV
No
Waiver
Section 4.1 No
Waiver. Nothing contained herein shall be
construed as a waiver by the Administrative Agent or any Lender
of any covenant or provision of the Credit Agreement, this
Amendment, or any other Loan Document, or of any other contract
or instrument between the Borrower and the Administrative Agent
and/or the
Lenders, and the failure of the Administrative Agent
and/or any
Lender at any time or times hereafter to require strict
compliance by the Borrower of any provision thereof shall not
waive, affect or diminish any right of the Administrative Agent
or any Lender to thereafter demand strict compliance therewith.
The Administrative Agent and the Lenders hereby reserve all
rights granted under the Credit Agreement, this Amendment, the
other Loan Documents and any other contract or instrument
between the Borrowers and the Administrative Agent
and/or the
Lenders.
5
ARTICLE V
Ratifications,
Representations and Warranties
Section 5.1 Ratifications. The
terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions set forth in
the Credit Agreement and except as expressly modified and
superseded by this Amendment, the terms and provisions of the
Credit Agreement are ratified and confirmed and shall continue
in full force and effect. The Borrower, the Administrative Agent
and the Lenders agree that the Credit Agreement as amended
hereby shall continue to be legal, valid, binding and
enforceable in accordance with its terms.
Section 5.2 Representations
and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and each
Lender that (a) the representations and warranties
contained in Article V of the Credit Agreement, as
amended hereby, and any other Loan Document are true and correct
on and as of the date hereof as though made on and as of the
date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case
they shall be true and correct as of such earlier date, and
except that the representations and warranties contained in
subsections (a) and (b) of Section 5.05 of
the Credit Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Credit
Agreement, and (b) no Default has occurred and is
continuing.
ARTICLE VI
Miscellaneous
Section 6.1 Survival
of Representations and Warranties. All
representations and warranties made in this Amendment or any
other Loan Document including any Loan Document furnished in
connection with this Amendment shall survive the execution and
delivery of this Amendment and the other Loan Documents, and no
investigation by the Administrative Agent or any Lender or any
closing shall affect the representations and warranties or the
right of the Administrative Agent or any Lender to rely upon
them.
Section 6.2 Reference
to Agreement. Each of the Loan Documents,
including the Credit Agreement and any and all other agreements,
documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms
of the Credit Agreement as amended hereby, are hereby amended so
that any reference in such Loan Documents to the Credit
Agreement shall mean a reference to the Credit Agreement as
amended hereby. This Amendment is a Loan Document.
Section 6.3 Severability. Any
provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect
thereof shall be confined to the provision so held to be invalid
or unenforceable.
Section 6.4 APPLICABLE
LAW. THIS AMENDMENT AND ALL OTHER LOAN
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN
MADE AND TO BE PERFORMABLE IN TEXAS AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 6.5 Successors
and Assigns. This Amendment is binding upon
and shall inure to the benefit of the parties hereto and their
respective successors and assigns, except the Borrower may not
assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent
and each Lender.
Section 6.6 Counterparts. This
Amendment may be executed in one or more counterparts and by
different parties on separate counterparts, each of which when
so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of any signature
pages hereto by telecopy,
e-mail or
other electronic transmission shall be effective as delivery of
originally executed signature pages.
Section 6.7 Effect
of Waiver. No consent or waiver, express or
implied, by the Administrative Agent and the Lenders to or for
any breach of or deviation from any covenant, condition or duty
by the Borrower shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or
duty.
6
Section 6.8 Headings. The
headings, captions, and arrangements used in this Amendment are
for convenience only and shall not affect the interpretation of
this Amendment.
Section 6.9 ENTIRE
AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Remainder of the Page Intentionally Left Blank. Signature
Pages to Follow.]
7
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
Xxxxxx Worldwide, Inc.
By: |
/s/ Xxxxx
X. Xxxxxxxx Xx.
|
Name: Xxxxx X. Xxxxxxxx Xx.
Title: Chairman
Title: Chairman
Signature Page to Second Amendment
REGIONS BANK,
as Administrative Agent, a Lender, Letter of
Credit Issuer and Swing Line Lender
By: |
/s/ Xxxxx
Ingane
|
Name: Xxxxx Ingane Title: |
Sr. Vice Pres. |
Signature Page to Second Amendment
COMPASS BANK, successor in interest
to Guaranty Bank, as a Lender
to Guaranty Bank, as a Lender
By: |
/s/ X.
Xxxxxxx
|
Name: Xxxxxx Xxxxxxx Title: |
Sr. Vice President |
Signature Page to Second Amendment
CAPITAL ONE, N.A., as a Lender and as
Co-Documentation Agent
Co-Documentation Agent
By: |
/s/ Xxxxx
X. Xxxxxxx
|
Name: Xxxxx X. Xxxxxxx Title: |
VP — US Corporate Banking |
Signature Page to Second Amendment
By: |
/s/ Xxxx
Xxxxxx
|
Name: Xxxx Xxxxxx Title: |
Senior Vice President |
Signature Page to Second Amendment
THE PRIVATEBANK AND
TRUST
COMPANY, as a Lender and as
Syndication Agent
COMPANY, as a Lender and as
Syndication Agent
By: |
/s/ Xxxxxxx
Xxxxxxx
|
Name: Xxxxxxx Xxxxxxx Title: |
Associate Managing Director |
Signature Page to Second Amendment
SCHEDULE 2.01
COMMITMENTS
AND PRO RATA PERCENTAGES
AND PRO RATA PERCENTAGES
Pro Rata |
||||
Lender | Commitment | Percentage | ||
Regions Bank
|
$**** | ****% | ||
Compass Bank, as successor in interest to Guaranty Bank
|
$**** | ****% | ||
Capital One, N.A.
|
$**** | ****% | ||
Texas Capital Bank, National Association
|
$**** | ****% | ||
The PrivateBank and Trust Company
|
$**** | ****% | ||
Union Bank, N.A.
|
$**** | ****% | ||
Total
|
$**** | ****% |