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Document Preview Loan and Security Agreement |
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Title: |
Loan and Security Agreement |
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Date: |
2000 |
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$42 |
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ID: |
#912051 |
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FIRST AMENDMENT TO POST-CONFIRMATION
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO POST-CONFIRMATION LOAN AND SECURITY AGREEMENT (the "Agreement") is made and entered into as of this ___ day of September, 2000, among THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation in its capacity as Agent and Lender ("Agent"), TRISM, INC., a Delaware corporation ("Trism"), TRISM SECURED TRANSPORTATION, INC., a Delaware corporation ("Trism Secured"), TRI-STATE MOTOR TRANSIT CO., a Delaware corporation ("TSMT"), DIABLO SYSTEMS INCORPORATED D/B/A DIABLO TRANSPORTATION, INC., a California corporation ("Diablo"), TRISM EASTERN, INC. D/B/A C.I. WHITTEN TRANSFER, a Delaware corporation ("CI Whitten "), TRISM HEAVY HAUL, INC., a Delaware corporation ("Heavy Haul"), TRISM SPECIALIZED CARRIERS, INC., a Georgia corporation ("Specialized"), TRISM SPECIAL SERVICES, INC., a Georgia corporation ("Special Services"), TRISM LOGISTICS, INC., a Delaware corporation ("Logistics"), TRISM EQUIPMENT, INC., a Delaware corporation ("TEI") (each of Trism, Trism Secured, TSMT, Diablo, CI Whitten, Heavy Haul, Specialized, Special Services, Logistics and TEI is herein referred to individually as a "Borrower" and collectively as the "Borrowers"), and the other lenders party to the Loan Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, Borrowers, Agent and the lenders signatory thereto from time to time (the "Lenders") are party to that certain Post-Confirmation Loan and Security Agreement, dated as of February 9, 2000 (as the same may be amended from time to time, the "Loan Agreement;" all capitalized terms used herein and not otherwise expressly defined herein shall have the respective meanings given to such terms in the Loan Agreement); and
WHEREAS, Agent, Lenders and Borrowers desire to amend the Loan Agreement as set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Loan Agreement. The Loan Agreement is hereby amended as follows:
(a) Section 1.1 of Article 1 of the Loan Agreement is hereby amended by deleting the definition of "Availability Shortfall" therefrom in its entirety and inserting the following in lieu thereof:
"Availability Shortfall" shall mean a condition which occurs, at any time and from time to time, when the Borrowers' Borrowing Base Availability has remained below $3,000,000 for a period of three (3) consecutive Business Days during the term thereof.
(b) Section 1.1 of Article 1 of the Loan Agreement is hereby further amended by deleting therefrom the definition of "Borrowing Base B" in its entirety and inserting the following in lieu thereof:
"Borrowing Base B" means at any time an amount equal to the lesser of:
(a) $15,000,000 less an amount equal to (i) $150,000 multiplied by (ii) the number of whole months which have elapsed since the earlier to occur of (A) November 1, 2000 or (B) the Borrowing Base B Triggering Event Date; or
(b) an amount equal to the sum of (i) (A) eighty percent (80%) of the Appraised Orderly Liquidation Value of the Trailers, less (B) the most recently determined Appraised Orderly Liquidation Value of all Trailers lost, damaged, destroyed or otherwise unfit for service in the ordinary course since the date of the most recently performed appraisal thereof or not subject to a first priority perfect security interest in favor of Agent for the benefit of Lenders) plus (ii) seventy percent (70%) of the Appraised Orderly Liquidation Value of the Mortgaged Real Estate.
(c) Section 1.1 of Article 1 of the Loan Agreement is hereby further amended by adding the following new definition of "Borrowing Base B Triggering Event Date" immediately following the definition of "Borrowing Base B":
"Borrowing Base B Triggering Event Date" means the date on which the amount described in clause (b) of the definition of "Borrowing Base B" falls below $15,000,000.
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