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EX-10.47
FIRST AMENDMENT TO GUARANTY
THIS FIRST AMENDMENT TO GUARANTY dated as of May __, 2007
(the
"AMENDMENT"), is entered into by and between Maritime Logistics
US Holdings
Inc., a Delaware corporation ("MLI"), Summit Logistics
International Inc, a New
Jersey corporation ("SUMMIT"), SeaMaster Logistics Inc., a
Delaware corporation
("SEAMASTER"), AmeRussia Shipping Company Inc., a Delaware
corporation
("AMERUSSIA SHIPPING"), FMI International LLC, a Delaware
limited liability
company ("FMI INTERNATIONAL"), Fashion Marketing, Inc., a New
Jersey corporation
("FM"), FMI International Corp. (West), a New Jersey corporation
("FMIW"), FMI
International Corp., a New Jersey corporation ("FMII"), Freight
Management LLC,
a Delaware limited liability company ("FMLLC"), FMI Trucking,
Inc., a New Jersey
corporation ("TRUCKING"), FMI Express Corp., a New Jersey
corporation
("EXPRESS"), Clare Freight, Los Angeles, Inc., a California
corporation
("CLARE"), TUG New York, Inc., a New York corporation ("TUG
NY"), TUG USA, Inc.,
a New Jersey corporation, formerly known as Dolphin US Logistics
Inc ("TUG
USA"), AMR Investments Inc, a New Jersey corporation ("AMRI"),
FMI Holdco I,
LLC, a Delaware limited liability company ("FMI HOLDCO";
together with MLI,
Summit, SeaMaster, AmeRussia Shipping, FM, FMI International,
FMIW, FMII, FMLLC,
Trucking, Express, Clare, TUG NY, TUG USA, AMRI and FMI Holdco,
each
individually, a "GUARANTOR" and collectively, "GUARANTORS"), and
Law Debenture
Trust Company of New York, a limited purpose trust company
chartered by the New
York State Banking Department, in its capacity as collateral
agent for and on
behalf of the Holders (as defined below) (in such capacity, the
"COLLATERAL
AGENT"). Capitalized terms used but not defined herein shall
have the meanings
ascribed to them in the Guaranty (hereinafter defined).
WHEREAS, Guarantors executed that certain Guaranty dated as of
November
8, 2006 (as amended to date, and as may be further amended,
restated, modified
and/or supplemented from time to time, the "GUARANTY") in favor
of Collateral
Agent, for the benefit of the Buyers;
WHEREAS, Guarantors have requested that Buyers (hereinafter
defined) and
Collateral Agent amend the Guaranty in certain respects as
provided herein;
WHEREAS, the consent of the holders (each individually, a
"HOLDER" and
collectively, the "HOLDERS") of at least a majority of the
aggregate principal
amount of the Notes (hereinafter defined) now outstanding (the
"REQUIRED
HOLDERS") is required to amend the Guaranty as provided
herein;
WHEREAS, the consent and agreement of the Required Holders to
amend the
Guaranty as provided for herein is evidenced by the signatures
of the Holders
appearing on the signature pages to the Second Amendment
(hereinafter defined).
NOW, THEREFORE, in consideration of the premises and the other
mutual
covenants contained herein, the receipt and sufficiency are
hereby acknowledged,
the parties hereto agree as follows:
SECTION 1. AMENDMENTS. The parties hereto agree as follows:
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1
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(a) AEROBIC CREATIONS, INC. All references to "Aerobic
Creations, Inc."
set forth in the Guaranty shall mean "Summit Global Logistics,
Inc."
(b) NOTEHOLDERS. Each reference to "NOTEHOLDERS" set forth in
the
Guaranty shall mean the holders, from time to time, of the
Notes.
(c) BUYERS. Each reference to "BUYERS" set forth in the Guaranty
shall
mean (i) in respect of the period from November 8, 2006 through
the day
immediately preceding the date hereof, the "Buyers" referenced
on the Schedule
of Buyers attached to the Securities Purchase Agreement prior to
the date hereof
and (ii) in respect of the period from and after the date
hereof, the "Buyers"
referenced on the Schedule of Buyers attached to the Securities
Purchase
Agreement, after giving effect to (A) the Second Amendment to
Securities
Purchase Agreement (Notes and Warrants) and First Amendment to
Joinder Agreement
dated as of even date hereof ("SECOND AMENDMENT") and (B) any
other subsequent
amendments to the Schedule of Buyers, as applicable.
(d) NOTES. Each reference to "NOTES" set forth in the Guaranty
shall
mean (i) in respect of the period from November 8, 2006 through
the day
immediately preceding the date hereof, the "Notes", as d
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