Documents, Etc. The Borrower has delivered, or will deliver, to the Lender before the initial Revolving Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lender and its counsel: (a) this Agreement, duly executed and delivered by an officer of the Borrower; (b) the Revolving Credit Note, duly executed and delivered by an officer of the Borrower; (c) the Security Agreement, duly executed and delivered by an officer of the Borrower; (d) an Amended and Restated Pledge Agreement (the “Pledge Agreement”), in the form provided by the Lender, duly executed by Airco, amending and restating in its entirety that certain Pledge Agreement dated as of February 22, 2018, pursuant to which Airco pledges all of the outstanding membership interest of the Borrower to Lender as collateral for the Obligations; (e) a Subordination Agreement in the form provided by Lender, duly executed by Air T; (f) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto; (g) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona; (h) evidence of insurance required by any Loan Document; (i) a certificate by an officer of Air T certifying the names of the officers of Air T authorized to sign the Loan Documents to which Air T is a party on behalf of Air T together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of directors of Air T authorizing the execution, delivery and performance of the Loan Documents to which Air T is a party; and (iii) copies of Air T’s Certificate of Incorporation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the bylaws of Air T together with all amendments thereto; (j) a certificate by an officer of Airco certifying the names of the officers of Airco authorized to sign the Loan Documents to which Airco is a party on behalf of Airco together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of managers of Airco authorizing the execution, delivery and performance of the Loan Documents to which Airco is a party; and (iii) copies of Airco’s Articles of Organization, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the operating agreement of Airco together with all amendments thereto; (k) payment, in immediately available funds of a non-refundable origination fee in the amount of $25,000, together with reimbursement for all expenses for which invoices have been presented (including the fees and expenses of Lender’s legal counsel), on or before the Closing Date; and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date, and the approval of Borrower’s initial participant, PSB. In addition, the Lender or its agent shall have completed its inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lender with results and information which, in the Lender’s determination, are satisfactory to the Lender.
Appears in 1 contract
Sources: Loan Agreement (Air T Inc)
Documents, Etc. The Borrower has delivered, or will deliver, to the Lender before the initial Revolving Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lender and its counsel:
(a) this AgreementA promissory note dated as of even date herewith in the original principal amount of up to THREE MILLION FOUR HUNDRED FORTY ONE THOUSAND AND NO/100THS DOLLARS ($3,441,000) (such promissory note together with each renewal, duly executed and delivered by an officer of the Borrower;
(b) the Revolving Credit Note, duly executed and delivered by an officer of the Borrower;
(c) the Security Agreement, duly executed and delivered by an officer of the Borrower;
(d) an Amended and Restated Pledge Agreement (replacement or substitute note therefor being the “Pledge AgreementNote”), ) in the form provided by the Lender, duly executed by Airco, amending and restating in its entirety that certain Pledge Agreement dated as of February 22, 2018, pursuant to which Airco pledges all of the outstanding membership interest of the Borrower to Lender as collateral for the ObligationsBorrower;
(eb) a Subordination Agreement security agreement (the “Security Agreement”) in the form provided by Lender, the Lender and duly executed by Air Tthe Borrower granting to the Lender a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and all such other documents as may be deemed necessary by Lender to perfect the Lender’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Lender which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a);
(fc) [intentionally deleted];
(d) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate Articles of FormationOrganization, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement bylaws of the Borrower together with all amendments thereto;
(ge) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona;
(hf) a non-refundable fee of $51,615, payable in immediately available funds];
(g) evidence of insurance required by any Loan Document;
(ih) a certificate closing certificate, in the form provided by an Lender, duly executed by a manager or officer of Air T certifying the names of the officers of Air T authorized to sign the Loan Documents to which Air T is a party on behalf of Air T together with: Borrower;
(i) a sample true, correct and complete copy of that certain Purchase Agreement (the true signatures “Airframe Purchase Agreement”) dated as of such officers; October 9, 2017 by and between Borrower and Contrail Aviation Support, LLC, a Wisconsin limited liability company (ii) resolutions of the board of directors of Air T authorizing the execution, delivery and performance of the Loan Documents to which Air T is a party; and (iii) copies of Air T’s Certificate of Incorporation“Seller”), together with all amendments theretotrue, certified by the appropriate governmental official correct and complete copies of each of the jurisdiction of its organization as of a date acceptable to other documents described on Schedule 1(h) attached hereto and incorporated herein by reference (the LenderAirframe Purchase Agreement, and the bylaws of Air T together with all amendments theretothe other documents listed on Schedule 1(i) being sometimes hereinafter referred to as a “Airframe Transaction Document” and collectively as the “Airframe Transaction Documents”) pursuant to which the Borrower is acquiring (the “Airframe Acquisition”) a used Boeing 737-800 Airframe bearing MSN 28407 and related parts and documents (the “Acquired Assets”);
(j) a certificate Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Lender, in the form provided by an officer the Lender, duly executed by Borrower;
(k) a true, correct and complete copy of that certain Aircraft Disassembly Agreement dated as of October 10, 2017 by and between Borrower and Jet Yard (the “Disassembly Agreement”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale;
(l) a true, correct and complete copy of that certain Consignment Agreement dated as of October 20, 2017 by and between Borrower and Airco certifying (the names of the officers of Airco authorized to sign the Loan Documents “Consignment Agreement”), pursuant to which Airco is a party agrees to sell the disassembled Airframe parts on behalf of Airco together withBorrower;
(m) separate Bailee Agreement documents, each in the form provided by Lender, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities;
(n) a statement summarizing the flow of funds required to consummate the Airframe Acquisition, acceptable to Lender, in its sole discretion;
(o) evidence satisfactory to the Lender that: (i) a sample all conditions precedent to the consummation of the true signatures of such officersAirframe Acquisition have been satisfied or waived; (ii) resolutions all necessary regulatory approvals to the consummation of the board of managers of Airco authorizing Airframe Acquisition have been obtained; (iii) no litigation exists relating to the execution, delivery and performance Airframe Acquisition; (iv) all of the Loan Documents Acquired Assets have been delivered in acceptable condition to which Airco is a partyJet Yard’s facility in Marana, Arizona; and (iiiv) copies of Aircocontemporaneously with the Borrower’s Articles of Organization, together with all amendments thereto, certified by the appropriate governmental official receipt of the jurisdiction proceeds of its organization as the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents;
(p) a date final inspection report of the Acquired Assets, in form and substance acceptable to the Lender, and confirming that all parts included in the operating agreement of Airco together with all amendments thereto;descriptive materials previously provided by the Borrower to the Lender are actually present on the Airframe; and
(kq) payment, in immediately available funds of a non-refundable origination fee in the amount of $25,000, together with reimbursement for all expenses for which invoices have been presented (including the fees and expenses of Lender’s legal counsel), on or before the Closing Date; and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date, and the approval of Borrower’s initial participant, PSB. In addition, the Lender or its agent shall have completed its inspection of the business, operations and assets of the BorrowerAcquired Assets, and such survey inspection shall provide the Lender with results and information which, in the Lender’s determination, are satisfactory to the Lender.
Appears in 1 contract
Sources: Loan Agreement (Air T Inc)
Documents, Etc. The Borrower has delivered, or will deliver, to the Lender Lenders before the initial Revolving Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lender Lenders and its their respective counsel:
(ai) this Agreementa promissory note dated as of even date herewith in the original principal amount of up to TWO MILLION ONE HUNDRED THOUSAND AND NO/100THS DOLLARS ($2,100,000) (such promissory note together with each renewal, replacement or substitute note therefor being the “PSB Note”) in the form attached hereto as Exhibit A-1, duly executed and delivered by an officer of the Borrower;
; and (bii) a promissory note dated as of even date herewith in the Revolving Credit Noteoriginal principal amount of up to FOUR HUNDRED THOUSAND AND NO/100THS DOLLARS ($400,000) (such promissory note together with each renewal, duly executed and delivered by an officer of the Borrower;
(c) the Security Agreement, duly executed and delivered by an officer of the Borrower;
(d) an Amended and Restated Pledge Agreement (replacement or substitute note therefor being the “Pledge AgreementMBT Note”), ; and together with the PSB Note being sometimes collectively referred to herein as the “Notes” and individually as a “Note”) in the form provided by the Lender, duly executed by Airco, amending and restating in its entirety that certain Pledge Agreement dated as of February 22, 2018, pursuant to which Airco pledges all of the outstanding membership interest of the Borrower to Lender as collateral for the ObligationsBorrower;
(eb) a Subordination Agreement security agreement (as amended, modified, replaced or restated from time to time, the “Security Agreement”) in the form provided by Lender, the Collateral Agent and duly executed by Air Tthe Borrower granting to the Collateral Agent for the benefit of itself and for the ratable benefit of the Lenders a Lien in the Collateral described therein to secure repayment of the Loan and all other Obligations together with Uniform Commercial Code Standard Form UCC Financing Statements and all such other documents as may be deemed necessary by Collateral Agent to perfect the Collateral Agent’s Liens in such Collateral, and UCC and other searches from the filing offices in all states and the International Registry as may be required by the Collateral Agent which reflect that no other Person holds a prior Lien in any such Collateral except as permitted by Section 8(a);
(fc) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto;
(gd) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona;
(e) evidence of insurance required by any Loan Document;
(f) a non-refundable fee in the amount of $31,500, payable to PSB in immediately available funds
(g) a non-refundable fee in the amount of $6,000, payable to MBT in immediately available funds;
(h) evidence of insurance required by any Loan Document;
(i) a certificate closing certificate, in the form provided by an Lender, duly executed by a manager or officer of Air T certifying the names of the officers of Air T authorized to sign the Loan Documents to which Air T is a party on behalf of Air T together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of directors of Air T authorizing the execution, delivery and performance of the Loan Documents to which Air T is a party; and (iii) copies of Air T’s Certificate of Incorporation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the bylaws of Air T together with all amendments theretoBorrower;
(j) a certificate by an officer of Airco certifying the names true, correct and complete copy of the officers of Airco authorized to sign the Loan Documents to which Airco is a party Airframe Sale and Purchase Agreement, dated on behalf of Airco together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of managers of Airco authorizing the executionor about January 18, delivery 2019, by and performance of the Loan Documents to which Airco is a party; between Borrower and (iii) copies of Airco’s Articles of OrganizationContrail, together with all amendments theretotrue, certified by the appropriate governmental official correct and complete copies of each of the jurisdiction of its organization as of a date acceptable to other documents described on Schedule 1(j) attached hereto and incorporated herein by reference (the Lender“Airframe Purchase Agreement”), and the operating agreement of Airco together with all amendments theretothe other documents listed on Schedule 1(j) being sometimes hereinafter referred to as an “Airframe Transaction Document” and collectively as the “Airframe Transaction Documents”) pursuant to which the Borrower is acquiring (the “Airframe Acquisition”) from Contrail a used Boeing 737-700 Airframe bearing MSN 30741 and related parts and documents (collectively, the “Acquired Assets”);
(k) paymenta Collateral Assignment of Purchase Agreement document pursuant to which Borrower collaterally assigns its right, title and interest to the Airframe Purchase Agreement and the other Airframe Transaction Documents to the Collateral Agent, in immediately available funds the form provided by the Lender, duly executed by Borrower;
(l) a true, correct and complete copy of the Aircraft Disassembly Agreement, dated on or about January 2, 2019, by and between Borrower and Jet Yard (the “Disassembly Agreement”), pursuant to which Jet Yard agrees to disassemble the Airframe into parts and prepare the constituent parts for sale;
(m) a non-refundable origination fee true, correct and complete copy of that certain Consignment Agreement dated on or about January 18, 2019 by and between Borrower and Airco (the “Consignment Agreement”), pursuant to which Airco agrees to sell the disassembled Airframe parts on behalf of Borrower;
(n) separate Bailee Agreement documents, each in the amount form provided by Collateral Agent, duly executed by Jet Yard and Airco, regarding Collateral that may from time to time be located at each such Persons’ facilities;
(o) a statement summarizing the flow of $25,000funds required to consummate the Airframe Acquisition, together with reimbursement for acceptable to Lenders, in their sole discretion;
(p) evidence satisfactory to the Lenders that: (i) all expenses for which invoices conditions precedent to the consummation of the Airframe Acquisition have been presented satisfied or waived, including, without limitation, evidence that all necessary regulatory approvals to the consummation of the Airframe Acquisition have been obtained; (including iii) no litigation exists relating to the fees Airframe Acquisition; (iv) all of the
(q) confirmation that all of such Acquired Assets have been delivered in acceptable condition to Jet Yard’s facility in Marana, Arizona; and expenses (v) contemporaneously with the Borrower’s receipt of Lender’s legal counselthe proceeds of the Loan, the Airframe Acquisition will be consummated in full in accordance with the terms of the Airframe Transaction Documents;
(r) a final inspection report of the Acquired Assets, in form and substance acceptable to the Lenders, confirming that all parts included in the descriptive materials previously provided by the Borrower to the Lenders are actually present on the Airframe;
(s) a Collateral Agency Agreement (such Collateral Agency Agreement, as it may be amended, modified, supplemented, restated or replaced from time to time, being the “Collateral Agency Agreement”), on or before by and among the Closing DateLenders and MBT, in its capacity as collateral agent (in such capacity, the “Collateral Agent”); and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lender Lenders may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date, and the approval of Borrower’s initial participant, PSB. In addition, the Lender Lenders or its agent their agent(s) shall have completed its their inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lender Lenders with results and information which, in the Lender’s Lenders’ determination, are satisfactory to the LenderLenders.
Appears in 1 contract
Sources: Loan Agreement (Air T Inc)
Documents, Etc. The Borrower has delivered, or will deliver, to the Lender before the initial Revolving Airframe Acquisition Loan is made, the following documents (this Agreement together with each of the following defined documents and each other instrument, document, guaranty, mortgage, deed of trust, chattel mortgage, pledge, consent, assignment, contract, security agreement, lease, financing statement, patent, trademark or copyright registration, subordination agreement, trust account agreement, hedge agreement, or other agreement executed and delivered by Borrower with respect to this Agreement or to create or perfect any Lien in any collateral securing the payment of the Loans (collectively the “Collateral”) (in each case as originally executed and as amended, modified or supplemented from time to time) being sometimes hereinafter referred to collectively as the “Loan Documents” and individually as a “Loan Document”) and other items, all containing or to contain provisions acceptable to the Lender and its counsel:
(a) this Agreement, duly executed and delivered by an officer of the Borrower;
(b) the Revolving Credit Note, duly executed and delivered by an officer of the Borrower;
(c) the Security Agreement, duly executed and delivered by an officer of the Borrower;
(d) an Amended and Restated Pledge Agreement (the “Pledge Agreement”), in the form provided by the Lender, duly executed by Airco, amending and restating in its entirety that certain Pledge Agreement dated as of February 22, 2018, pursuant to which Airco pledges all of the outstanding membership interest of the Borrower to Lender as collateral for the Obligations;
(e) a Subordination Agreement in the form provided by Lender, duly executed by Air T;
(f) a certificate by an officer of the Borrower certifying the names of the officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party on behalf of the Borrower together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the sole member of the Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Borrower is a party; and (iii) copies of the Borrower’s Certificate of Formation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the limited liability company agreement of the Borrower together with all amendments thereto;
(gb) evidence of Good Standing for the Borrower of recent date issued by the Secretaries of State of (i) the State of Delaware; and (ii) the State of Arizona;
(hc) evidence of insurance required by any Loan Document;
(id) a certificate third party pledge agreement (the “Pledge Agreement”), in the form provided by an officer of Air T certifying the names of the officers of Air T authorized to sign the Loan Documents to which Air T is a party on behalf of Air T together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of directors of Air T authorizing the execution, delivery and performance of the Loan Documents to which Air T is a party; and (iii) copies of Air T’s Certificate of Incorporation, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and duly executed by Airco, LLC, a North Carolina limited liability company (“Airco”), pursuant to which Airco pledges all of the bylaws outstanding membership interest of Air T together with all amendments theretothe Borrower to Lender as collateral for the Obligations;
(je) a certificate by an officer of Airco certifying the names of the officers of Airco authorized to sign the Loan Documents to which Airco is a party on behalf of Airco together with: (i) a sample of the true signatures of such officers; (ii) resolutions of the board of managers of Airco authorizing the execution, delivery and performance of the Loan Documents to which Airco is a party; and (iii) copies of Airco’s Articles of Organization, together with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its organization as of a date acceptable to the Lender, and the operating agreement of Airco together with all amendments thereto;
(k) payment, in immediately available funds of a non-refundable origination fee in the amount of $25,000, together with reimbursement for all expenses for which invoices have been presented (including the fees and expenses of Lender’s legal counsel), on or before the Closing Date; and such other approvals, inspection reports, appraisals, certificates, opinions or documents as the Lender may reasonably request, including, without limitation, a Borrowing Base Certificate, together with a detailed inventory report as of a recent date, and the approval of Borrower’s initial participant, PSB. In addition, the Lender or its agent shall have completed its inspection of the business, operations and assets of the Borrower, and such survey shall provide the Lender with results and information which, in the Lender’s determination, are satisfactory to the Lender.
Appears in 1 contract
Sources: Loan Agreement (Air T Inc)