FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FIRST
AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
THIS
FIRST AMENDMENT dated as of July 13, 2007 (“Amendment”)
TO
AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 3, 2006 (“the
Credit Agreement”)
by and
among Otelco Inc., a Delaware corporation (“Borrower”),
the
other Credit Parties signatory hereto, as Credit Parties, the Lenders signatory
hereto from time to time, and General Electric Capital Corporation, a Delaware
corporation, for itself, as Lender, and as Agent for the Lenders (“Agent”).
RECITALS
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A.
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Borrower,
the other Credit Parties signatory thereto, the Lenders signatory
thereto
from time to time and Agent are parties to the Credit Agreement.
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|
B.
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On
July 5, 2007 Borrower made mandatory prepayments of the Term Loan
in the
aggregate amount of $55,353,032.12 upon receipt of proceeds of Stock
Issuances.
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C.
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As
a result of such mandatory prepayments, the Lenders’ Total Term Loan
Commitment has been permanently reduced to
$64,646,967.88.
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D.
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Borrower
has requested that the Lenders waive LIBOR breakage incurred in connection
with the prepayments and the Lenders have agreed
thereto.
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E.
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Borrower
has requested that the Lenders agree to amend the interest rates
applicable to the Revolving Credit Advances and the Term Loans.
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F.
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AIG
Annuity Reinsurance, The Variable Annuity Life Insurance Company
and AIG
Inc-The Matched Investment Program (collectively, the “AIG Lenders”) have
declined to agree to amend the interest rates applicable to the Term
Loans.
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G.
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Pursuant
to Section 11(d) of the Credit Agreement, Borrower has requested
that, on
the First Amendment Date, Agent and CoBank, ACB (“CoBank”) purchase from
the AIG Lenders all of the Term Loan Commitments of the AIG Lenders
for an
amount equal to the principal balance thereof held by the AIG Lenders
and
all accrued interest and Fees with respect thereto through the date
of
sale, and Agent and CoBank have agreed to such purchase.
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H.
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Borrower
has requested that the Lenders amend the Credit Agreement in certain
respects to reflect the aforementioned changes and other changes
and
Lenders have agreed to amend the Credit Agreement, subject to the
terms
and conditions hereof.
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NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter
contained, and intending to be legally bound, the parties hereto agree as
follows:
A.
AMENDMENTS
1. Amendment
to Section 1.1(b)(i). Section 1.1(b)(i) of the Credit Agreement is amended
by replacing such Section in its entirety with the following:
“(b)
Term
Loan.
(i)
Effective
July 5, 2007, the Lenders’ Total Term Loan Commitment shall be $64,646,967.88
(the “Term
Loan”).
The
obligations of each Term Lender hereunder shall be several and not joint. The
Term Loan shall be evidenced by promissory notes substantially in the form
of
Exhibit
1.1(b)
(each a
"Term
Note"
and
collectively the "Term
Notes"),
and,
except as provided in Section
1.12 ,
Borrower agrees that, promptly after the receipt from a Lender of an original
Term Note executed and delivered by Borrower pursuant to the Credit Agreement
and marked “cancelled”, Borrower shall execute and deliver to such Lender a new
Term Note in replacement of such Term Note in the principal amount of the Term
Loan of such Lender hereunder. Each Term Note shall represent the obligation
of
Borrower to pay the amount of the applicable Term Lender's Total Term Loan
Commitment, together with interest thereon as prescribed in Section
1.5.
”
2. Amendment
to Section 1.4. Section 1.4 of the Credit Agreement is amended by replacing
such Section in its entirety with the following:
“Beginning
with the First Amendment Date, the Borrower shall utilize the proceeds of the
Revolving Loan and the Swing Line Loan for the financing of Borrower’s ordinary
working capital and general corporate purposes.”
3. Amendment
to Section 1.5.
Section
1.5(a)
of the
Credit Agreement is amended by replacing such Section in its entirety with
the
following:
“(a)
Borrower shall pay interest to Agent, for the ratable benefit of Lenders in
accordance with the various Loans being made by each Lender, in arrears on
each
applicable Interest Payment Date, at the following rates: (i) with respect
to
the Revolving Credit Advances, the Index Rate plus the Applicable Revolver
Index
Margin per annum or, at the election of Borrower, the applicable LIBOR Rate
plus
the Applicable Revolver LIBOR Margin per annum based on the aggregate Revolving
Credit Advances outstanding from time to time; (ii) with respect to the Term
Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or,
at
the election of Borrower, the applicable LIBOR Rate plus the Applicable Term
Loan LIBOR Margin per annum; and (iii) with respect to the Swing Line Loan,
the
Index Rate plus the Applicable Revolver Index Margin per annum.
“As
of
the First Amendment Date, the Applicable Margins are as follows:
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Applicable
Revolver Index Margin
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0.75%
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Applicable
Revolver LIBOR Margin
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1.75%
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Applicable
Term Loan Index Margin
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0.75%
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Applicable
Term Loan LIBOR Margin
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1.75%
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2
“The
Applicable Margins shall be adjusted by reference to the following
grids:
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If
Leverage Ratio is:
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Level
of
Applicable
Margins:
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>
5.75:1.0
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Level
I
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<5.75:1.0,
but >
5.25:1.0
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Level
II
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<5.25:1.0,
but >
4.75:1.0
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Level
III
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<4.75:1.0,
but >
4.25:1.0
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Level
IV
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|
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<4.25:1.0
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Level
V
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|
Applicable
Margins
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||||||||||||||||
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Level
I
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Level
II
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Level
III
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Level
IV
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Level
V
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||||||||||||
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Applicable
Revolver
Index
Margin
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1.50
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%
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1.25
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%
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1.00
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%
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0.75
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%
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0.50
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%
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||||||
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Applicable
Revolver LIBOR Margin
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2.50
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%
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2.25
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%
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2.00
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%
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1.75
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%
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1.50
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%
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||||||
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Applicable
Term
Loan Index Margin
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1.50
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%
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1.25
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%
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1.00
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%
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0.75
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%
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0.50
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%
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||||||
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Applicable
Term
Loan
LIBOR
Margin
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2.50
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%
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2.25
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%
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2.00
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%
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1.75
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%
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1.50
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%
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||||||
“Adjustments
in the Applicable Margins commencing with the Fiscal Quarter ending September
30, 2007 shall be implemented quarterly on a prospective basis, for each
calendar month commencing no later than five (5) days after the date of delivery
to Lenders of the quarterly unaudited or annual audited (as applicable)
Financial Statements evidencing the need for an adjustment (as required in
Annex
E or otherwise). Concurrently with the delivery of those Financial Statements,
Borrower shall deliver to Agent and Lenders a certificate, signed by its chief
financial officer, setting forth in reasonable detail the basis for the
continuance of, or any change in, the Applicable Margins. Failure to deliver
such Financial Statements timely shall, in addition to any other remedy provided
for in this Agreement, result in an increase in the Applicable Margins to the
highest level set forth in the foregoing grid, until the first day of the first
calendar month following the delivery of those Financial Statements
demonstrating that such an increase is not required. If a Default or an Event
of
Default has occurred and is continuing at the time any reduction in the
Applicable Margins is to be implemented, that reduction shall be deferred until
the first day of the first calendar month following the date on which such
Default
or
Event of
Default is waived or cured.”
4. Amendment
to Section 2.1. Section 2.1 of the Credit Agreement is amended by replacing
such Section in its entirety with the following: “[Intentionally
Omitted.]”
5. Amendment
to Section 2.2(b). Section 2.2(b) of the Credit Agreement is amended by
replacing such Section in its entirety with the following: “[Intentionally
Omitted.]”
6. Amendments
to Annex A.
(a)
Annex A of the Credit Agreement is amended by deleting the following defined
terms: “Additional
Term Loan”,
“Additional
Term Loan Commitment”,
“Original
Term Loan”
and
“Original
Term Loan Commitment”.
3
(b)
Annex
A of the Credit Agreement is amended by adding the definition “First
Amendment Date”
set
forth below and inserting it in correct alphabetical order in Annex A and by
replacing the definitions of “Commitments”,
“Dividend
Suspension Period”,
“Interest
Deferral Period”,
“LIBOR
Rate”,
“Pro
Rata Share”,
“Requisite
Lenders”,
“Term
Loan”
and
“Total
Term Loan Commitment”
with
the definitions set forth below and inserting them in correct alphabetical
order
in Annex A:
“Commitments”
means
(a) as to any Lender, the aggregate of such Lender’s Revolving Loan Commitment
(including without duplication the Swing Line Lender’s Swing Line Commitment as
a subset of its Revolving Loan Commitment) and Term Loan Commitment as set
forth
on Annex
J
to the
Agreement or in the most recent Assignment Agreement executed by such Lender
and
(b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan Commitments
(including without duplication the Swing Line Lender’s Swing Line Commitment as
a subset of its Revolving Loan Commitment) and Term Loan Commitments, which
aggregate commitment shall be Seventy-Nine Million Six Hundred Forty-Six
Thousand Nine Hundred Sixty-Seven and 88/100 Dollars ($79,646,967.88) on the
First Amendment Date, as to each of clauses
(a) and (b),
as such
Commitments may be reduced, amortized or adjusted from time to time in
accordance with the Agreement.
“First
Amendment Date”
means
July 13,
2007.
“Dividend
Suspension Period”
means,
with respect to any period (for these purposes, the "subject
period")
consisting of one or more consecutive, four-Fiscal Quarter periods of Borrower
as of the end of which either (a) the Consolidated Fixed Charge Coverage Ratio
is less than 1.14 to 1.00 or (b) the Consolidated Senior Leverage Ratio is
greater than 2.80 to 1.00, the period commencing on the date Borrower is
required to deliver a Compliance Certificate pursuant to Section
4.1
in
respect of the first such four-Fiscal Quarter period in such subject period
and
ending on date on which Borrower delivers a Compliance Certificate pursuant
to
Section
4.1
in
respect of the last Fiscal Quarter of Borrower in such subject period.
“Interest
Deferral Period”
means,
with respect to any period (for these purposes, the "subject
period")
consisting of one or more consecutive, four-Fiscal Quarter periods of Borrower
as of the end of which either (a) the Consolidated Fixed Charge Coverage Ratio
is less than 1.09 to 1.00 or (b) the Consolidated Senior Leverage Ratio is
greater than 2.90 to 1.00, the period commencing on the date Borrower is
required to deliver a Compliance Certificate pursuant to Section
4.1
in
respect of the first such four-quarter period in such subject period and ending
on the date on which Borrower delivers a Compliance Certificate pursuant to
Section
4.1
in
respect of the last Fiscal Quarter of Borrower in such subject period.
“LIBOR
Rate”
means
for each LIBOR Period, a rate of interest determined by Agent equal to:
4
(a) the
offered rate for deposits in United States Dollars for the applicable LIBOR
Period that appears on Reuters Screen LIBOR01 Page as of 11:00 a.m. (London
time), on the second full LIBOR Business Day next preceding the first day of
such LIBOR Period (unless such date is not a Business Day, in which event the
next succeeding Business Day will be used); divided by
(b) a
number
equal to 1.0 minus
the
aggregate (but without duplication) of the rates (expressed as a decimal
fraction) of reserve requirements in effect on the day that is two (2) LIBOR
Business Days prior to the beginning of such LIBOR Period (including basic,
supplemental, marginal and emergency reserves under any regulations of the
Federal Reserve Board or other Governmental Authority having jurisdiction with
respect thereto, as now and from time to time in effect) for Eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation
D of
the Federal Reserve Board) that are required to be maintained by a member bank
of the Federal Reserve System.
If
such
interest rates shall cease to be available from Reuters, the LIBOR Rate shall
be
determined from such financial reporting service or other information as shall
be acceptable to Agent.
“Pro
Rata Share”
means
with respect to all matters relating to any Lender (a) with respect to the
Revolving Loan, the percentage obtained by dividing (i) the Revolving Loan
Commitment of that Lender by (ii) the aggregate Revolving Loan Commitments
of
all Lenders, (b)
with
respect to the Term Loan, the percentage obtained by dividing (i) the Total
Term
Loan Commitment of that Lender by (ii) the aggregate Total Term Loan Commitments
of all Lenders, as any such percentages may be adjusted by assignments permitted
pursuant to Section
9.1,
(c)
with respect to all Loans, the percentage obtained by dividing (i) the aggregate
Commitments of that Lender by (ii) the aggregate Commitments of all Lenders,
and
(d) with respect to all Loans on and after the Commitment Termination Date,
the
percentage obtained by dividing (i) the aggregate outstanding principal balance
of the Loans held by that Lender, by (ii) the outstanding principal balance
of
the Loans held by all Lenders.
“Requisite
Term Lenders”
means
Lenders holding more than 50% of the aggregate principal amount of the Term
Loan
then outstanding.
“Term
Loan”
has
the
meaning set forth in Section 1.1(b)(i).
“Total
Term Loan Commitment”
means
the Total Term Loan Commitment of a Lender set forth on Annex J.
7. Amendment
to Annex G.
Annex G
of the Credit Agreement is amended by deleting paragraph (b) thereto and
replacing it with the following:
“
Maximum Consolidated Senior Leverage Ratio.
Credit
Parties shall have, at the end of each Fiscal Quarter, a Consolidated Senior
Leverage Ratio as of the last day of such Fiscal Quarter, a Consolidated Senior
Leverage Ratio as of the last day of such Fiscal Quarter and for the Test Period
ending with such Fiscal Quarter of not more than 3.00 to 1.00.”
5
8. Amendment
to Annex
J.
Annex
J
of the
Credit Agreement is amended by replacing such Annex in its entirety with
Annex
J
attached
hereto.
B. CONDITIONS
TO EFFECTIVENESS
Notwithstanding
any other provision of this Amendment and without affecting in any manner the
rights of the Lenders hereunder, it is understood and agreed that this Amendment
shall not become effective, and the Borrower shall have no rights under this
Amendment, until each Lender shall have received payment of an amendment fee
and
Agent shall have received the following documents, each of which shall be in
form and substance satisfactory to Agent:
(a)
duly
executed Assignment Agreements by and among the AIG Lenders as Assignor Lenders
and General Electric Capital Corporation and CoBank as Assignee Lenders;
(b)
duly
executed signature pages to this Amendment from the Lenders, Borrower, Agent
and
each Credit Party;
(c)
for
each Credit Party a certification that such Person’s bylaws, and all charter
documents including partnership and/or operating agreements, have not been
amended since the Closing Date; and
(d)
for
each Credit Party, such other certificates, documents and agreements respecting
any Credit Party as Agent may, in its sole discretion, request.
C.
REPRESENTATIONS
Each
Credit Party hereby represents and warrants to Lenders and Agent that:
1. The
execution, delivery and performance by such Credit Party of this Amendment:
(a)
are within such Person’s power; (b) have been duly authorized by all necessary
corporate, limited liability company or limited partnership action; (c) do
not
contravene any provision of such Person’s charter, bylaws or partnership or
operating agreement as applicable; (d) do not violate any law or regulation,
or
any order or decree of any court or Governmental Authority except where such
violation, individually or in the aggregate, could not reasonably be expected
to
have a Material Adverse Effect; (e) do not conflict with or result in the breach
or termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, any indenture, mortgage, deed
of
trust, lease, agreement or other instrument to which such Person is a party
or
by which such Person or any of its property is bound; (f) do not result in
the
creation or imposition of any Lien upon any of the property of such Person
other
than those in favor of Agent, on behalf of itself and Lenders pursuant to the
Loan Documents; and (g) do not require the consent or approval of any
Governmental Authority or any other Person , except any consents or approvals
of
any Person other than a Governmental Authority where the failure to obtain
such
consents or approvals of any such Person, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.
6
2. This
Amendment has been duly executed and delivered by each Credit Party and
constitutes a legal, valid and binding obligation of such Credit Party,
enforceable against it in accordance with its terms except as may be limited
by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or limiting creditors’ rights and remedies generally or by general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.
3. Both
before and after giving effect to this Amendment, no Default or Event of Default
has occurred and is continuing as of the date hereof.
D.
OTHER
AGREEMENTS
1. Waiver
of LIBOR Breakage. The Lenders hereby waive the payment of LIBOR breakage
costs incurred by them in connection with the prepayments of the Term Loan
effected on July 5, 2007.
2. Continuing
Effectiveness of Loan Documents.
As
amended hereby, all terms of the Credit Agreement and the other Loan Documents
shall be and remain in full force and effect and shall constitute the legal,
valid, binding and enforceable obligations of the Credit Parties party thereto.
To the extent any terms and conditions in any of the other Loan Documents shall
contradict or be in conflict with any terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions
are
hereby deemed modified and amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified and amended hereby. Upon the
effectiveness of this Amendment such terms and conditions are hereby deemed
modified and amended accordingly to reflect the terms and conditions of the
Credit Agreement as modified and amended hereby. This Amendment shall constitute
a Loan Document for all purposes of the Credit Agreement.
3. Reaffirmation
of Guaranty.
Each
Guarantor consents to the execution and delivery by Borrower of this Amendment
and the consummation of the transactions described herein, and ratifies and
confirms the terms of the Guaranty to which such Guarantor is a party with
respect to the indebtedness now or hereafter outstanding under the Credit
Agreement as amended hereby and all promissory notes issued thereunder. Each
Guarantor acknowledges that, notwithstanding anything to the contrary contained
herein or in any other document evidencing any indebtedness of Borrower to
the
Lenders or any other obligation of Borrower, or any actions now or hereafter
taken by the Lenders with respect to any obligation of Borrower, the Guaranty
to
which such Guarantor is a party (i) is and shall continue to be a primary
obligation of such Guarantor, (ii) is and shall continue to be an absolute,
unconditional, continuing and irrevocable guaranty of payment, and (iii) is
and
shall continue to be in full force and effect in accordance with its terms.
Nothing contained herein to the contrary shall release, discharge, modify,
change or affect the original liability of any Guarantor under the Guaranty
to
which such Guarantor is a party.
4. Acknowledgment
of Perfection of Security Interest.
Each
Credit Party hereby acknowledges that, as of the date hereof, the security
interests and liens granted to Agent and the Lenders under the Credit Agreement
and the other Loan Documents are in full force and effect, are properly
perfected and are enforceable in accordance with the terms of the Credit
Agreement and the other Loan Documents.
7
5. Effect
of Agreement.
Except
as
set forth expressly herein, all terms of the Credit Agreement, as amended
hereby, and the other Loan Documents shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforceable
obligations of the Borrower to the Lenders and Agent. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy
of
the Lenders under the Credit Agreement, nor constitute a waiver of any provision
of the Credit Agreement. This Amendment shall constitute a Loan Document for
all
purposes of the Credit Agreement.
6. Governing
Law.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED IN THAT STATE AND ALL APPLICABLE FEDERAL LAWS OF THE UNITED STATES
OF
AMERICA.
7. No
Novation.
This
Amendment is not intended by the parties to be, and shall not be construed
to
be, a novation of the Credit Agreement and the other Loan Documents or an accord
and satisfaction in regard thereto.
8. Costs
and Expenses.
Borrower agrees to pay on demand all costs and expenses of Agent (not to exceed
$10,000) in connection with the preparation, execution and delivery of this
Amendment, including, without limitation, the reasonable fees and out-of-pocket
expenses of outside counsel for Agent with respect thereto.
10. Binding
Nature.
This
Amendment shall be binding upon and inure to the benefit of the parties hereto,
their respective successors, successors-in-titles, and assigns
11. Entire
Understanding.
This
Amendment sets forth the entire understanding of the parties with respect to
the
matters set forth herein, and shall supersede any prior negotia-tions or
agreements, whether written or oral, with respect thereto.
[remainder
of page intentionally left blank]
8
IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.
| OTELCO INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| OTELCO TELECOMMUNICATIONS LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| OTELCO TELEPHONE LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| XXXXXX HOLDING COMPANY, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| XXXXXX TELECOMMUNICATIONS COMPANY, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| BRINDLEE HOLDINGS LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
[SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
| BRINDLEE MOUNTAIN TELEPHONE COMPANY | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| PAGE & XXXXX COMMUNICATIONS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| BLOUNTSVILLE TELEPHONE COMPANY, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| MID-MISSOURI HOLDING CORP. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| MID-MISSOURI TELEPHONE COMPANY | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
| IMAGINATION, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Chief Financial Officer | ||
[SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
| MID-MAINE COMMUNICATIONS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Vice President | ||
| MID-MAINE TELECOM, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Vice President | ||
| MID-MAINE TELPLUS | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxx, Xx. |
||
| Title: Vice President | ||
[SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
| GENERAL ELECTRIC CAPITAL | ||
| CORPORATION, as Agent and a Lender | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxx | |
|
Name: Xxxxx X. Xxxxx |
||
| Title: Duly Authorized Signatory | ||
[SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
| COBANK, ACB, as a Lender | ||
| |
|
|
| By: | /s/ Xxxxx X. Xxxxxx | |
|
Name: Xxxxx X. Xxxxxx |
||
| Title: Assistant Vice President | ||
[SIGNATURE
PAGE TO FIRST AMENDMENT TO CREDIT AGREEMENT]
ANNEX
J (from Annex A - Commitments definition)
to
CREDIT
AGREEMENT
Lender(s):
GENERAL
ELECTRIC CAPITAL CORPORATION
|
Revolving
Loan Commitment:
|
$
|
7,500,000.00
|
||
|
Total
Term Loan Commitment:
|
$
|
35,385,708.73
|
COBANK,
ACB
|
Revolving
Loan Commitment (including a Swing Line Commitment
of
$1,500,000):
|
$
|
7,500,000.00
|
||
|
Total
Term Loan Commitment:
|
$
|
29,261,259.15
|
