EXHIBIT 10.1
AMENDMENT NO. 2
Dated as of May 19, 1997
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 26, 1996
This Amendment No. 2 ("Amendment") dated as of May 19, 1997 is entered
into among AVIATION SALES OPERATING COMPANY, a Delaware corporation ("Borrower")
and the "Lenders" (as defined in the Credit Agreement identified below)
signatory hereto. Capitalized terms used herein without definition are used
herein as defined in the Credit Agreement.
PRELIMINARY STATEMENT:
WHEREAS, Borrower, Citicorp USA, Inc., ▇▇▇▇▇▇ Financial, Inc., Congress
Financial Corporation, The Sumitomo Bank, Limited, and National City Commercial
Finance, Inc., as Lenders, and Citicorp USA, Inc., as Agent, are parties to that
certain Amended and Restated Credit Agreement dated as of June 26, 1996, as
amended (the "Credit Agreement");
WHEREAS, Borrower has requested that the Revolving Credit Commitments
be increased by $10,000,000 in the aggregate; and
WHEREAS, subject to the terms and conditions stated herein, the
Borrower and the Lenders have agreed to amend the Credit Agreement as set forth
in SECTION 1;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT. Effective as of May 19, 1997,
subject to the satisfaction of the conditions precedent set forth in
SECTION 2 hereof, the Credit Agreement is hereby amended as follows:
a. ARTICLE I is amended to delete the definition of "Revolving Credit
Commitment" in its entirety and substitute the following therefor:
"REVOLVING CREDIT COMMITMENT" means, with respect to any Revolving
Lender, the obligation of such Lender to make Revolving Loans and Loans
under the Acquisition Subfacility and to participate in Letters of
Credit pursuant to the terms and conditions of this Agreement, in an
aggregate amount at any time outstanding which shall not exceed the
principal amount set forth opposite such Lender's name under the
heading "Revolving Credit Commitment" below:
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REVOLVING CREDIT
LENDER COMMITMENT
------------------------------------- ----------------
Citicorp USA, Inc. $15,428,571.66
▇▇▇▇▇▇ Financial, Inc. $12,342,857.22
Congress Financial Corporation $12,342,857.22
The Sumitomo Bank, Limited $ 6,171,428.34
National City Commercial Finance, Inc. $ 7,714,285.56
or the signature page of the Assignment and Acceptance by which it
became a Lender, as modified from time to time pursuant to the
terms of this Agreement, or to give effect to any applicable
Assignment and Acceptance, and "REVOLVING CREDIT COMMITMENTS" means
the aggregate principal amount of the Revolving Credit Commitment
of all Revolving Lenders, the maximum amount of which shall be
$54,000,000, as reduced from time to time pursuant to SECTION 4.01.
b. SECTION 2.02(E) is amended to delete the provisions thereof
in their entirety and substitute the following therefor:
(c) MAXIMUM REVOLVING CREDIT FACILITY. Notwithstanding
anything in this Agreement to the contrary, in no event shall the
aggregate principal Revolving Credit Obligations exceed the lesser
of (i) the Maximum Revolving Credit Amount and (ii) $54,000,000,
such amount in CLAUSE (II) being reduced by the amount of each
permanent reduction of the Revolving Credit Commitments made
pursuant to SECTION 4.01(A) and SECTION 4.01(B).
2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AMENDMENT.
a. This Amendment shall become effective as of May 19, 1997, if,
and only if, the Agent shall have received on or before May
19, 1997, (a) a facsimile or original executed copy of this
Amendment executed by the Borrower, the Requisite Lenders and
each Lender whose Revolving Credit Commitment is increased
pursuant to the terms hereof, and (b) a facsimile or original
executed copy of the fee letter dated as of the date hereof
related to this Amendment, executed by the Borrower, and the
fee referenced in that fee letter.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants as follows:
a. This Amendment and the Credit Agreement as previously
executed and delivered and as amended hereby constitute
legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their
terms.
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b. No Event of Default or Potential Event of Default exists or
would result from any of the transactions contemplated by
this Amendment.
c. Upon the effectiveness of this Amendment, the Borrower hereby
reaffirms all covenants, representations and warranties made
by it in the Credit Agreement to the extent the same are not
amended hereby and agree that all such covenants,
representations and warranties shall be deemed to have been
remade as of the date this Amendment becomes effective
(unless a representation and warranty is stated to be given
on and as of a specific date, in which case such
representation and warranty shall be true, correct and
complete as of such date).
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
a. Upon the effectiveness of this Amendment, each reference in
the Credit Agreement to "this Agreement," "hereunder,"
"hereof," or words of like import shall mean and be a
reference to the Credit Agreement, as amended hereby, and
each reference to the Credit Agreement in an other document,
instrument or agreement executed and/or delivered in
connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.
b. Except as specifically amended above, the Credit Agreement,
the Notes and all other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
c. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy
of any Lender or Issuing Bank or the Agent under the Credit
Agreement, the Notes or any of the other Loan Documents, nor
constitute a waiver of any provision contained therein,
except as specifically set forth herein.
5. EXECUTION IN COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall
constitute but one and the same instrument. Delivery of an
executed counterpart of this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this
Amendment.
6. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
7. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part
of this Amendment for any other purpose.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
AVIATION SALES OPERATING
COMPANY
By:
------------------------
Title: Chief Financial Officer
CITICORP USA, INC. ▇▇▇▇▇▇ FINANCIAL, INC.
By: By:
------------------------- ---------------------------
Shapleigh ▇. ▇▇▇▇▇ Name:
Attorney-in-Fact Title:
CONGRESS FINANCIAL NATIONAL CITY COMMERCIAL
CORPORATION FINANCE, INC.
By: By:
------------------------ --------------------------
Name: Name:
Title: Title:
THE SUMITOMO BANK, LIMITED
By: By:
----------------------- --------------------------
Name: Name:
Title: Title:
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