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MODIFICATION AND EXTENSION AGREEMENT (Long Form)

Extension Agreement

MODIFICATION AND EXTENSION AGREEMENT (Long Form) | Document Parties: INVENTURE FOODS, INC. | CHICAGO TITLE INSURANCE COMPANY | INVENTURE FOODS, INC | INVENTURE GROUP, INC | Obligated Group | RADER FARMS, INC | US BANK NATIONAL ASSOCIATION You are currently viewing:
This Extension Agreement involves

INVENTURE FOODS, INC. | CHICAGO TITLE INSURANCE COMPANY | INVENTURE FOODS, INC | INVENTURE GROUP, INC | Obligated Group | RADER FARMS, INC | US BANK NATIONAL ASSOCIATION

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Title: MODIFICATION AND EXTENSION AGREEMENT (Long Form)
Governing Law: Arizona     Date: 3/25/2011
Industry: Food Processing     Sector: Consumer/Non-Cyclical

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Exhibit 10.76

 

MODIFICATION AND EXTENSION AGREEMENT

(Long Form)

 

This Modification and Extension Agreement (the “Agreement”) is dated for reference purposes as of March 21, 2011, between INVENTURE FOODS, INC. , a Delaware corporation f/k/a THE INVENTURE GROUP, INC. (the “Borrower”) and U.S. BANK NATIONAL ASSOCIATION , a national banking association, its successors and assigns (the “Bank”).

 

Unless defined elsewhere in this Agreement, terms used herein have the meanings given them in the Definitions Section hereof.

 

Factual Background

 

A.            Bank and Borrower are parties to that certain Loan Agreement (Revolving Line of Credit Loan and Term Loan) dated as of May 16, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “RLOC/Term Loan Agreement”).  The RLOC/Term Loan Agreement establishes (1) a revolving line of credit loan (“RLOC Loan” or “Facility 1”) to Borrower in the maximum principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) (the “RLOC Loan Maximum Committed Amount”), and (2) a term loan (“Term Loan” or “Facility 2”) to Borrower in the principal amount of Six Million and No/100 Dollars ($6,000,000.00) (the “Term Loan Amount”).  Bank also made a term loan (the “RE Loan”) to Borrower in the principal amount of Four Million and No/100 Dollars ($4,000,000.00) (the “RE Loan Amount”), pursuant to that certain Term Loan Agreement dated as of June 28, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “RE Loan Agreement”).  The RLOC Loan, the Term Loan, and the RE Loan are hereinafter collectively, referred to as the “Credit Facilities” or “Loans” as applicable, each, individually, a “Credit Facility,” or “Loan,” as applicable).  All capitalized terms used herein and not defined shall have the meanings set forth in the RLOC/Term Loan Documents or the RE Loan Documents (as such term is defined below), as applicable.

 

B.            The RLOC Loan is evidenced by a Promissory Note Secured by Deed of Trust (Revolving Line of Credit Loan) made payable to Bank in the RLOC Loan Maximum Committed Amount (as amended, restated, renewed, replaced, supplemented or otherwise modified from time to time, the “RLOC Loan Note”).  The Term Loan is evidenced by a Promissory Note Term Loan - Interim Draw Period Converting to Term (Term Loan - Interim Draw Period Converting to Term) made payable to Bank in the Term Loan Amount (as amended, restated, renewed, replaced, supplemented or otherwise modified from time to time, the “Term Loan Note”).  The RE Loan is evidenced by a Promissory Note Secured by Deed of Trust (Term Loan) made payable to Bank in the RE Loan Amount (as amended, restated, renewed, replaced, supplemented or otherwise modified from time to time, the “RE Loan Note”).  The RLOC Loan Note, the Term Loan Note, and the RE Loan Note, as amended, restated, renewed, replaced, supplemented or otherwise modified from time to time, are hereinafter collectively, referred to as the “Notes,” each, individually, a “Note,” as applicable.

 

C.            The Notes are secured by, among other things, (i) that certain Business Security Agreement (Blanket - All Business Assets) dated as of May 16, 2007, covering all business assets of the Obligated Group (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Business Security Agreement”), (ii) that certain Leasehold Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing (Washington) by RADER FARMS, INC. , a Delaware corporation (“Rader”), as grantor, and CHICAGO TITLE INSURANCE COMPANY , as trustee, and Bank, as beneficiary and secured party dated as of June 28, 2007, and recorded July 2, 2007, as Recording Number 2070700138 in the Official Records of Whatcom County, Washington (the “Deed of Trust”) covering certain real and personal property, as therein described (all collectively, the “Property”).  The Property encumbered by the Deed of Trust includes, without limitation, Rader’s Lessee’s Rights under the Ground Lease.

 

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D.             The following parties have each agreed to guarantee all or certain of Borrower’s obligations to Bank in accordance with one or more Guaranties:

 

(1)           BN FOODS INC. , a Colorado corporation (“BN Foods”);

 

(2)           BOULDER NATURAL FOODS, INC. , an Arizona corporation (“Boulder”);

 

(3)           LA COMETA PROPERTIES, INC. , an Arizona corporation (“La Cometa”);

 

(4)                                   POORE BROTHERS - BLUFFTON, LLC , a Delaware limited liability company (the “PBC”);

 

(5)            RADER FARMS, INC., a Delaware corporation (“Rader”); and

 

(6)           TEJAS PB DISTRIBUTING, INC ., an Arizona corporation (“Tejas”);

 

Each of the Guarantors described above is an Obligated Group Party (as such term is defined below).  It is intended (i) that each Obligated Group Party shall be liable for the Credit Facilities, directly or indirectly, as a Borrower or as a Guarantor, (ii) that all business assets of each Obligated Group Party shall be pledged to Bank as collateral for the Credit Facilities, (iii) that the financial statements and other information required of Borrower under this Agreement shall be prepared on a consolidated basis to include all Obligated Group Parties, (iv) that all covenants of Borrower shall be covenants of the Obligated Group Parties as applicable to the appropriate Obligated Group Party(ies), and (v) that all representations and warranties of Borrower shall be representations and warranties of the Obligated Group Parties as applicable to the appropriate Obligated Group Party(ies). Borrower is a holding company for several affiliated entities, and each of the Obligated Group Parties (other than Borrower) is an Affiliate, and a wholly owned subsidiary, of Borrower.

 

E.             U.S. BANCORP EQUIPMENT FINANCE, INC. (“USBEF”), and Borrower are parties to that certain Master Lease Agreement dated April 19, 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Lease”).  All of the Lease documents which evidence, guarantee, secure, or otherwise pertain to the Lease are hereinafter collectively referred to as the “Lease Documents”).

 

F.              The RLOC Loan is due and payable on June 30, 2011 (the “RLOC Maturity Date”).  The Term  Loan is due and payable on May 31, 2014 (the “Term Loan Maturity Date”).  The RE Loan is due and payable on July 1, 2017 (the “RE Maturity Date”).

 

G.            As of March 16, 2011, Borrower was indebted to Bank (1) under the RLOC Loan Note in the total principal amount of Seven Million Eight Hundred Six Thousand Six Hundred Ninety-One  and 50/100 Dollars ($7,806,691.50), plus accrued interest; (2) under the Term Loan Note in the total principal amount of Two Million Seven Hundred Eighty-Five Thousand Seven Hundred Fourteen and 35/100 Dollars ($2,785,714.35), plus accrued interest, and (3) under the RE Loan Note in the total principal amount of Three Million Three Hundred Eighty-Three Thousand One Hundred Seventy-One and 78/100 Dollars ($3,383,171.78), plus accrued interest (these amounts are collectively referred to herein as the “Present Debt”).  The Present Debt is calculated without regard to any principal payments which are required or allowed under this Agreement, if any.

 

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H.             Borrower has requested that Bank modify and extend the RLOC Loan as set forth below.  Bank, although under no obligation to do so, is willing to so modify the RLOC Loan, subject to the terms and conditions set forth below.

 

THEREFORE , Bank and Borrower agree as follows:

 

Definitions :  The following capitalized words and terms shall have the following meanings when used in this Agreement.  All references to dollar amounts shall mean amounts in lawful money of the United States of America.  Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.  The terms “Guarantor” as used in this Agreement and the other the RLOC/Term Loan Documents and the RE Loan Documents shall apply only if any such parties exist, and should be ignored if inapplicable.  Capitalized terms used and not defined herein have the meanings given in the Loan Agreement.

 

Affiliate of ” or “ affiliated with ” means in control of, controlled by or under common control with.

 

Agreement ” means this modification agreement between Borrower and Bank.

 

Bank ” has the meaning set forth in the introductory paragraph to this Agreement.

 

BN Foods ” has the meaning set forth in Recital D above.

 

Borrower ” has the meaning set forth in the introductory paragraph to this Agreement.

 

Boulder ” has the meaning set forth in Recital D above.

 

Business Security Agreement ” has the meaning set forth in Recital C above.

 

Continuing Guaranty ” and “ Continuing Guaranties ” have the meanings set forth in Section 3.11 below.

 

Credit Facility ” and “ Credit Facilities ” have the meanings set forth in Recital A above.

 

Deed of Trust ” has the meaning set forth in Recital C above.

 

Facility 1 ” have the meanings set forth in Recital A above.

 

Facility 2 ” have the meanings set forth in Recital A above.

 

Facility Fee ” has the meaning set forth in Section 4.2 .

 

Ground Lease ” means that certain Ground Lease wherein Lyle Rader, Sue Rader, Brad Rader and Julie Newell (formerly known as Julie Rader) are the current lessors (collectively, “Ground Lessor”) and RADER FARMS, INC. , a Delaware corporation, is the current ground lessee, dated May 15, 2007.  The Ground Lease is also described in that certain Memorandum of Lease and Purchase Agreement, and recorded May 17, 2007, as Instrument No. 2070502840, Official Records of Whatcom County, Washington.

 

Ground Lessor’s Consent ” means that certain Ground Lessor’s Consent Agreement between Ground Lessor, Rader, Borrower, and Bank dated May 17, 2007 as Instrument No. 2070700139, Official Records of Whatcom County, Washington.

 

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Guarantor ” means, each person or entity guaranteeing all or any portion of Borrower’s obligations under the RLOC/Term Loan Documents and/or the RE Loan Documents, or all or any portion of any other party’s obligations under the RLOC/Term Loan Documents and/or the RE Loan Documents, pursuant to a Guaranty, including those parties described in Recital D above (collectively, the “Guarantor” or “Guarantors”).

 

Guaranty ” means, each guaranty executed or required to be executed in favor of Bank in connection with any Loan, including each continuing guaranty, payment guaranty, payment and performance guaranty, completion guaranty, completion agreement, or indemnity agreement (collectively, the “Guaranty” or “Guaranties”).

 

La Cometa ” has the meaning set forth in Recital D above.

 

Lease ” has the meaning set forth in Recital E above.

 

Lease Documents ” has the meaning set forth in Recital E above.

 

Lessee’s Rights ” means all of the Rader’s right, title, and interest under the Ground Lease, including all possessory rights to the land, and all rights and interests of the Rader in all improvements now existing or hereafter located on the land.

 

Note ” and “ Notes ” have the meanings set forth in Recital B above.

 

Obligated Group ” and “ Obligated Group Parties ” shall mean, collectively, (a) Borrower, (b) La Cometa, (c) PBC, (d) Tejas, (e) Boulder, (f) BN Foods, and (g) Rader (each, individually, an “Obligated Group Party”).

 

PBC ” has the meaning set forth in Recital D above.

 

Present Debt ” has the meaning set forth in Recital F above.

 

Property ” means all or any part of the property affected by the Deed of Trust, or any interest in all or any part of it, as the context requires, which includes but is not limited to all of the Lessee’s Rights and all now existing or hereafter acquired interests of Rader in and to the land described therein, together with all improvements now or hereafter located on it.

 

Rader ” has the meaning set forth in Recital D above.

 

RE Loan ” has the meaning set forth in Recital A above.

 

RE Loan Agreement ” has the meaning set forth in Recital A above.

 

RE Loan Amount ” has the meaning set forth in Recital A above.

 

RE Loan Documents ” means all documents which evidence, guarantee, secure, or otherwise pertain to the RE Loan, including but not limited to the RE Loan Agreement, the RE Loan Note, the Business Security Agreement, the Deed of Trust, and any other security instrument or agreement securing the RE Loan.

 

RE Loan Note ” has the meaning set forth in Recital B above.

 

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Restated Business Security Agreement ” has the meaning set forth in Section 3.10 below.

 

Restated RLOC Loan Note ” has the meaning set forth in Section 3.8 below.

 

RLOC Loan ” has the meaning set forth in Recital A above.  The RLOC Loan is referred to in the RLOC/Term Loan Agreement as “Facility 1.”

 

RLOC Loan Amount ” has the meaning set forth in Recital A above.

 

RLOC Loan Maximum Committed Amount ” has the meaning set forth in Recital A above.

 

RLOC Loan Note ” has the meaning set forth in Recital B above.  The RLOC Loan Note will be amended, restated, and replaced in connection with the modification contemplated hereunder in accordance with Section 3.9 above

 

RLOC/Term Loan Agreement ” has the meaning set forth in Recital A above.

 

RLOC/Term Loan Documents ” means all documents which evidence, guarantee, secure, or otherwise pertain to the RLOC/Term Loans, including but not limited to the RLOC/Term Loan Agreement, the Business Security Agreement, the Deed of Trust, and any other security instrument or agreement securing the RLOC/Term Loans.

 

RLOC/Term Loans ” means, collectively, RLOC Loan and Term Loan, which Credit Facilities were made available by Bank to Borrower pursuant to and as described in the RLOC/Term Loan Agreement.  The RLOC Loan, the Term Loan and the RE Term Loans are and shall remain be cross-collateralized and cross-defaulted .

 

RLOC Loan Maximum Committed Amount ” has the meaning set forth in Recital A above.

 

Tejas ” has the meaning set forth in Recital D above.

 

Term Loan ” has the meaning set forth in Recital A above.  The Term Loan is referred to in the RLOC/Term Loan Agreement as “Facility 2.”

 

Term Loan Amount ” has the meaning set forth in Recital A above.

 

Term Loan Note ” has the meaning set forth in Recital C above.

 

Title Company ” means CHICAGO TITLE INSURANCE COMPANY , its successors and assigns, and/or any title company that provides title insurance in favor of Bank in connection with the Loan.

 

Title Policy ” means Title Policy No. 301980 issued on July 2, 2007, by the Title Company insuring the Deed of Trust for the benefit of Bank.

 

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Agreement

 

1.             Recitals .  The recitals set forth above in the Factual Background are true, accurate and correct.

 

2.             Reaffirmation/No Impairment .  Borrower reaffirms all of its obligations under the RLOC/Term Loan Documents and the RE Loan Documents and under the Loans.  Except as specifically hereby amended or restated, the RLOC/Term Loan Documents and the RE Loan Documents shall each remain in full force and effect.  Borrower’s payment and performance obligations pursuant to the RLOC/Term Loan Documents and the RE Loan Documents, including all extensions, amendments, renewals or replacements thereof, shall continue to be secured by the security interests and liens arising under the RLOC/Term Loan Documents and the RE Loan Documents.

 

3.             Modification of Loan Documents .  The RLOC/Term Loan Documents and the RE Loan Documents are hereby modified and amended as described below, certain RLOC/Term Loan Documents and certain RE Loan Documents are required to be modified, amended, and or restated as described below, and certain additional documents or items are required as set forth below.  In the event of a conflict between the terms of the RLOC/Term Loan Documents or the RE Loan Documents and the terms of this Agreement, this Agreement shall control.

 

3.1          Maturity Date of Loan .  The maturity date of the RLOC Loan is hereby extended to July 31, 2014 (the “Extended Maturity Date”).  All sums owing on the RLOC Loan shall be due and payable no later than this Extended Maturity Date.  Borrower acknowledges that concurrently with the execution of this Agreement, Borrower shall execute and/or cause Guarantor to execute, as applicable, certain other documents as may be required by Bank.  The Extended Maturity Date of the RLOC Loan is reflected in the Restated RLOC Loan Note being executed by Borrower pursuant to Section 3.9 below.

 

3.2          Increase in RLOC Loan Amount .  The RLOC Loan Amount is hereby increased from Fifteen Million and No/100 Dollars ($15,000,000.00) to Twenty-Five Million and No/100 Dollars ($25,000,000.00).

 

3.3           Name Changes .

 

(a)            Effective May 20, 2010, Borrower changed its name from “ THE INVENTURE GROUP, INC. , a Delaware corporation” to “ INVENTURE FOODS, INC. , a Delaware corporation.”  Any and all references to “Borrower” under the RLOC/Term Loan Documents and the RE Loan Documents shall mean “ INVENTURE FOODS, INC. , a Delaware corporation.”

 

(b)            Effective May 11, 2007, RFAC changed its name from “ RADER FARMS ACQUISITION CORP. , a Delaware corporation” to “ RADER FARMS, INC. , a Delaware corporation.”  Any and all references to “RFAC” or “RDI” or “RFI”  under the RLOC/Term Loan Documents and the RE Loan Documents shall now mean “Rader,” which shall hereafter refer to RADER FARMS, INC. , a Delaware corporation.

 

3.4           Modifications to Section 2.2 of RLOC Loan Agreement .

 

(a)            The expiration date of the RLOC Loan being hereby modified to be July 31, 2014 .  Therefore, Section 2.2(a)   of the RLOC/Term Loan Agreement is hereby amended and modified to read as follows:

 

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“(a)         Availability; Borrowing Base .  Availability under the Facility 1 line of credit will be governed by a borrowing base formula, and is available between the date of this Agreement and July 31, 2014 (the “Facility 1 Expiration Date”) unless Borrower is in default.  The outstanding principal balance of Facility 1 plus the outstanding amounts of any letters of credit, including amounts drawn on letters of credit and not yet reimbursed under Facility 1, shall not exceed the Borrowing Base.  Borrower will provide Bank with information regarding the Borrowing Base in such form and at such times as Bank may request.”

 

(b)            The maturity date of the RLOC Loan being hereby modified to be July 31, 2014 .  Therefore, Section 2.2(c)   of the RLOC/Term Loan Agreement is hereby amended and modified to read as follows:

 

“(c)         Maturity Date .  The maturity date of Facility 1 is July 31, 2014 (the “Facility 1 Maturity Date”).  All sums owing under Facility 1 shall be due and payable no later than the Facility 1 Maturity Date.”

 

(c)            The Unused Commitment Fee for the RLOC Loan is being hereby modified, and therefore.  Section 2.2(f)   of the RLOC/Term Loan Agreement is hereby amended and modified to read as follows:

 

“(f)        Unused Commitment Fee .  Borrower shall pay to Bank an unused commitment fee (the “Unused Commitment Fee”) on the average daily unused portion of Facility 1 at the rate of twenty-five hundredths of one percent (0.25%) (25 basis points) per annum, such fee calculated quarterly and payable in arrears by Borrower, in immediately available funds, within fifteen (15) days after the end of each calendar quarter for which the fee is owing.”

 

(d)            The Fee and Rate Schedule attached as Exhibit C of the RLOC/Term Loan Agreement (i) is no longer applicable to the RLOC Loan, and (ii) will continue to be applicable to the Term Loan.

 

(e)            Subsection (iii) of as Section 2.2(h)   of the RLOC/Term Loan Agreement is hereby deleted and in it’s stead, the following is added:

 

(iii)          For each letter of credit issued hereunder, Borrower shall pay to Bank annual non-refundable letter of credit fees, payable quarterly in advance, calculated at the beginning of each calendar quarter and based upon (1) the then existing per annum Note Rate (as such term is defined in the RLOC Loan Note), and (2) the face amount of the applicable letter of credit.

 

3.5          Definitions Modified or Added to, or Deleted from RLOC/Term Loan Documents .

 

(a)            The definition of “Borrowing Base” in the RLOC/Term Loan Documents is hereby modified and amended to read as follows:

 

““ Borrowing Base ” means an amount equal to:

 

(a)           the sum of (i)  eighty five percent (85%) of Net Eligible Accounts, plus (ii)  sixty percent (60%) of the applicable Obligated Group Party’s(ies’) cost (determined on a lower of cost or market basis or on such other basis as may be designated by Bank from time to time) of Eligible Raw Material Inventory, as such cost may be diminished as a result of any event causing loss or depreciation in value of Eligible Raw Material

 

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Inventory, plus (iii)  sixty-five percent (65%) of the applicable Obligated Group Party’s(ies’) cost (determined on a lower of cost or market basis or on such other basis as may be designated by Bank from time to time) of Eligible Finished Goods Inventory, as such cost may be diminished as a result of any event causing loss or depreciation in value of Eligible Finished Goods Inventory; provided , however , that in no event shall total Eligible Inventory exceed fifty percent (50%) of the Borrowing Base (excepting, at the request of Borrower, a seasonal adjustment of sixty percent (60%) will be allowed for the period of August through January), less

 

(b)           the Rent Reserve Amount, less

 

(c)           undrawn amounts of outstanding letters of credit issued by Bank or any Affiliate thereof.”

 

(b)            The introductory portion of the definition of “Eligible Finished Goods Inventory” in the RLOC/Term Loan Documents is hereby modified and amended to read as follows:

 

““ Eligible Finished Goods Inventory ” means, collectively, the value of each Obligated Group Party’s, finished goods inventory so long as it meets the following conditions:…”

 

(c)            The definition of “Eligible Inventory” in the RLOC/Term Loan Documents is hereby modified and amended to read as follows:

 

““ Eligible Inventory ” means, collectively, all Eligible Raw Materials Inventory and all Eligible Finished Goods Inventory.”

 

(d)            The introductory portion of the definition of “Eligible Raw Materials” in the RLOC/Term Loan Documents is hereby modified and amended to read as follows:

 

““ Eligible Raw Materials Inventory ” means, collectively, the value of each Obligated Group Party’s raw materials inventory so long as it meets the following conditions:…”

 

(e)            The definition of “Rent Reserve Amount” in the RLOC/Term Loan Documents is hereby added as follows:

 

““ Rent Reserve Amount ” means One Hundred Fourteen Thousand and No/100 Dollars ($114,000.00).”

 

(f)             Subparagraphs (ix) and (x) within the definition of “Eligible Accounts” in the RLOC/Term Loan Documents under are hereby modified and amended to read as follows:

 

“(ix)         Receivables Concentration .  “Eligible Accounts” shall not include (a) that portion of the account(s) due from any single account debtor, other than Costco, Kroger, Safeway, Target, or Walmart/Sam’s Club, which exceeds ten percent (10%) of such Obligated Group Party’s aggregate accounts, or (b) that portion of the account(s) due from Costco which exceeds fifty percent (50%) of such Obligated Group Party’s aggregate accounts, or (c) that portion of the account(s) due from Kroger, Safeway, Target, or Walmart/Sam’s Club which exceeds twenty percent (20%) of such Obligated Group Party’s aggregate accounts.

 

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(x)            Cross-Age .  If the dollar amount of accounts of an account debtor, other than Costco, Walmart/Sam’s Club Kroger, Safeway, or Target, which are not Eligible Accounts under subparagraph (ii) above exceeds ten percent (10%) of the total dollar amount due from such account debtor (which percentage limitation may change from time to time at Bank’s discretion), all of such account debtor’s accounts shall be excluded from Eligible Accounts.”

 

3.6          Definitions Modified or Added to or Deleted from the RLOC/Term Loan Documents AND the RE Loan Documents .

 

(a)            The definitions set forth in the RLOC/Term Loan Documents and the RE Loan Documents is hereby modified, amended, and/or added to read as follows:

 

““ Base Rate ” shall mean the greater of (a) the Prime Rate, and (b) the Federal Funds Rate plus one half of one percent (0.5%).

 

Base Rate Loan ” shall mean a Loan that bears interest at the Base Rate.

 

Federal Funds Rate ” shall mean, for any day, the rate of interest per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on such day, or if no such rate is so published on such day, on the most recent day preceding such day on which such rate is so published.

 

Governmental Authority ” shall mean any nation or government, any state or other polit


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