Exhibit 10
FIRST AMENDMENT TO
REVOLVING CREDIT LOAN AGREEMENT
AMONG
▇▇▇▇▇ EQUITY, INC.
and
FLEET NATIONAL BANK, AS ARRANGER AND ADMINISTRATIVE AGENT
and
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT
and
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, AS DOCUMENTATION AGENT
and
THE LENDERS PARTY HERETO
FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT is dated as of the
5th day of April, 2002, by and among ▇▇▇▇▇ EQUITY, INC., a Florida corporation
(the "Borrower"), FLEET NATIONAL BANK, as agent for the Lenders under the Credit
Agreement described below (the "Agent"), and FLEET NATIONAL BANK ("Fleet"),
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, AS SYNDICATION AGENT ("▇▇▇▇▇ Fargo"),
COMPASS BANK ("Compass "), COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
AS DOCUMENTATION AGENT ("Commerzbank") and COMERICA BANK ("Comerica" and,
together with Fleet, ▇▇▇▇▇ Fargo, Compass, Commerzbank and each other lender
that may from time to time be a party to the Credit Agreement, the "Lenders")
WHEREAS, the Borrower, the Agent, Fleet, ▇▇▇▇▇ Fargo and Compass executed
and delivered that certain Revolving Credit Loan Agreement dated as December 28,
2001 (the "Credit Agreement"); and
WHEREAS, Fleet and Comerica entered into an Assignment and Acceptance
having an effective date of January 8, 2002 pursuant to which Comerica became a
Lender under the Credit Agreement; and
WHEREAS, Fleet and Commerzbank have entered into an Assignment and
Acceptance having the same effective date as this Amendment pursuant to which
Commerzbank is becoming a Lender under the Credit Agreement, and
WHEREAS, the parties to the Credit Agreement have agreed to amend certain
provisions thereof as set forth herein.
NOW, THEREFORE, the parties hereby agree that effective upon the date
hereof the Credit Agreement is amended as follows:
1. Amendment of ss.18.5. ss.18.5 is hereby amended by adding the following
sentence at the end thereof: "Notwithstanding the foregoing, after the
occurrence of an Event of Default said 49% limit shall no longer be applicable
and each Lender may sell such participations in all or any portion of such
Lender's rights and obligations under this Agreement."
2. Updated Schedules. The following Schedules to the Credit Agreement are
hereby replaced as follows:
(a) Schedule 1 is replaced with the revised Schedule 1 attached hereto.
(b) Schedule 1.1 is replaced with the revised Schedule 1.1 attached hereto.
3. Representations and Warranties. The Borrower represents and warrants
that, to its knowledge and belief, no Default or Event of Default has occurred
and is continuing on the date hereof.
4. Effectiveness of Loan Documents. The Borrower hereby confirms that each
of the Security Documents shall continue to secure the payment and performance
of all of the Obligations under the Credit Agreement as amended hereby and the
Borrower's obligations under the Security Documents shall continue to be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Every reference contained in the Loan Documents
to the Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby and as the Credit Agreement may be further amended. Except as
specifically amended by this Amendment, the Credit Agreement and each of the
Loan Documents shall remain in full force and effect and are hereby ratified and
confirmed.
5. Miscellaneous. This Amendment shall be governed by, interpreted and
construed in accordance with all of the same provisions applicable under the
Credit Agreement including, without limitation, all definitions set forth in
ss.1.1, the rules of interpretation set forth in ss.1.2, the provisions relating
to governing law set forth in ss.20, the provisions relating to counterparts in
ss.22 and the provision relating to severability in ss.26.
6. Conditions to Effectiveness. This First Amendment to Credit Agreement
shall become effective when each of the following conditions shall have been
satisfied:
(a) This First Amendment to Credit Agreement shall have been duly executed
and delivered by all of the parties hereto.
(b) The Assignment and Acceptance between Fleet and Commerzbank shall have
been duly executed and delivered by all of the parties thereto.
(c) Fleet shall have shall have received funds from Commerzbank in the
amount of the consideration described in the Assignment and Acceptance between
Fleet and Commerzbank.
In the event that the effective date has not occurred on or before April
10, 2002 then this instrument shall be void and the Credit Agreement shall
remain in effect as though this instrument had never been executed.
[signature pages follow]
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.
BORROWER:
▇▇▇▇▇ EQUITY, INC., a Florida corporation
By: /S/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
AGENT:
FLEET NATIONAL BANK, as Agent
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
Lender Signature Page
FLEET NATIONAL BANK
By: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
Commitment: $35,000,000
Commitment Percentage: 28%
Notice Address: Fleet National Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Structured Real Estate
With a copy to:
Fleet National Bank.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇, Director
Fax: (▇▇▇)▇▇▇-▇▇▇▇ or ▇▇▇-▇▇▇▇
Lender Signature Page
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: Vice President
Commitment: $40,000,000
Commitment Percentage: 32%
Notice Address: ▇▇▇▇▇ Fargo Bank, N.A.
c/o Wells Fargo Florida Real Estate Group
Suite 155
4010 Boy Scout Blvd.
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇ Fargo Bank, N.A.
Suite 1805
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
Lender Signature Page
COMPASS BANK
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Commitment: $20,000,000
Commitment Percentage: 16%
Notice Address: Compass Bank
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Lender Signature Page
COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
By: /S/ E. ▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Name: E. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Assistant Vice President
Commitment: $20,000,000
Commitment Percentage: 16%
Notice Address: Commerzbank AG, New York and
Grand Cayman Branches
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, Assistant Vice President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Lender Signature Page
COMERICA BANK
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Commitment: $10,000,000
Commitment Percentage: 8%
Notice Address: Comerica Bank
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE 1
Lenders; Domestic and LIBOR Lending Offices
--------------------------------------------------------------------------------
Fleet National Bank
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Domestic and LIBOR)
--------------------------------------------------------------------------------
▇▇▇▇▇ Fargo Bank, National Association
Suite 100
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Domestic and LIBOR)
--------------------------------------------------------------------------------
Compass Bank
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(Domestic and LIBOR)
--------------------------------------------------------------------------------
Commerzbank AG, New York and
Grand Cayman Branches
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(Domestic and LIBOR)
--------------------------------------------------------------------------------
Comerica Bank
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(Domestic and LIBOR)
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SCHEDULE 1.1
Commitments
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Lender Commitment Commitment Percentage
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Fleet National Bank $35,000,000 28%
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▇▇▇▇▇ Fargo Bank, National Association $40,000,000 32%
--------------------------------------------------------------------------------
Compass Bank $20,000,000 16%
--------------------------------------------------------------------------------
Commerzbank AG, New York and $20,000,000 16%
Grand Cayman Branches
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Comerica Bank $10,000,000 8%
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Totals $125,000,000 100%
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