1
Exhibit 4.05(i)
NINTH AMENDMENT
NINTH AMENDMENT, dated as of March 16, 2000 (the "Amendment"),
to the Credit Agreement, dated as of October 6, 1998, as amended by the
Amendment dated as of March 26, 1999, the Second Amendment dated as of April 28,
1999, the Third Amendment dated as of August 19, 1999, the Fourth Amendment
dated as of October 4, 1999, the Fifth Amendment dated as of October 21, 1999,
the Sixth Amendment dated as of October 4, 1999, the Seventh Amendment dated as
of November 4, 1999 and the Eighth Amendment dated as of November 18, 1999 (as
so amended, the "Credit Agreement"), made by and among FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association not in its individual
capacity but solely as trustee on behalf that certain trust created under the
Trust Agreement (22222), dated as of September 28, 1998, between First Security
Bank, National Association and Aircraft 22222, Inc., a Delaware corporation
(together with any successor Qualified Trustee, the "Initial Borrower"), FIRST
SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely
as trustee on behalf of that certain trust created under the Trust Agreement
(53015) dated as of August 28, 1998 by and between First Security Bank, National
Association and Aircraft 53015, Inc., FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as trustee on behalf of that certain
trust created under the Trust Agreement (24837) dated as of October 30, 1998 by
and between First Security Bank, National Association and Aircraft 24837, Inc.,
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but
solely as trustee under the Amended and Restated Trust Agreement (347) dated as
of October 30, 1998 by and between First Security Bank, National Association and
Aircraft 347, Inc., FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as trustee on behalf of that trust created by
Trust Agreement (23377) dated as of June 24, 1998 by and between First Security
Bank, National Association and Aircraft 23377, Inc., FIRST SECURITY BANK,
NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee on
behalf of that trust created by Trust Agreement (23830) dated as of July 10,
1998 by and between First Security Bank, National Association and Aircraft
23830, Inc., WILMINGTON TRUST COMPANY, not in its individual capacity but solely
as trustee on behalf of that certain trust created under the Trust Agreement,
dated as of November 14, 1984 between Aircraft 49262, Inc. (as assignee of CCD
Air Ten, Inc.) and Wilmington Trust Company, WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as trustee on behalf of that certain trust
created under the Trust Agreement, dated as of November 15, 1984 between
Aircraft 49263, Inc. (as assignee of CCD Air Ten, Inc.) and Wilmington Trust
Company, FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as owner trustee on behalf of that certain trust created by
Trust Agreement (24474), dated as of April 1, 1999 between First Security Bank,
National Association and Aircraft 24474, Inc., FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as owner trustee on
behalf of that certain trust created by Trust Agreement (25262), dated as of
April 25, 1999 between First Security Bank, National Association and Aircraft
25262, Inc., FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as trustee on behalf of that certain trust created by Trust
Agreement (49368), dated as of April 25, 1999 between First Security Bank,
National Association and Aircraft 49368, Inc., FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as trustee on behalf of
that certain trust created by Trust Agreement (53623), dated as of August 18,
1999 between First
2
2
Security Bank, National Association and Aircraft 53623, Inc., FIRST SECURITY
BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee
on behalf of that certain trust created by Trust Agreement (53624), dated as of
August 18, 1999 between First Security Bank, National Association and Aircraft
53624, Inc., FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as trustee on behalf of that certain trust created by Trust
Agreement (23771), dated as of April 7, 1999 between First Security Bank,
National Association and Aircraft 23771, Inc., FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as trustee on behalf of
that certain trust created by Trust Agreement (23772), dated as of April 1, 1999
between First Security Bank, National Association and Aircraft 23772, Inc.,
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but
solely as trustee on behalf of that certain trust created by Trust Agreement
(24355), dated as of April 7, 1999 between First Security Bank, National
Association and Aircraft 24355, Inc., FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as trustee on behalf of that certain
trust created by Trust Agreement (24356), dated as of April 7, 1999 between
First Security Bank, National Association and Aircraft 24356, Inc. and Aircraft
24813, Inc. (collectively, with the Initial Borrower, the "Existing Borrowers"),
certain other UniCapital Subsidiary Trusts and UniCapital Special Purpose
Corporations designated as Borrowing Affiliates thereunder (the Existing
Borrowers and such UniCapital Subsidiary Trusts and UniCapital Special Purpose
Corporations being referred to individually as a "Borrower" or collectively as
the "Borrowers"), ▇▇▇▇▇▇ COMMERCIAL PAPER INC., a new York corporation in its
capacity as a Lender ("▇▇▇▇▇▇"), and other financial institutions from time to
time parties thereto (such financial institutions hereinafter being referred to
individually as a "Lender" or collectively as the "Lenders"), and ▇▇▇▇▇▇
COMMERCIAL PAPER INC. in its capacity as agent for the Lenders (in such
capacity, and together with any successor agent, the "Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, UniCapital, ▇▇▇▇▇▇, and the Agent
desire to amend the Credit Agreement as set forth in this Amendment, but only on
the terms and subject to the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:
1. Defined Terms. Terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.
2. Amendment. Section 9.1(k) of the Credit Agreement is hereby amended
by adding the following immediately prior to the semicolon therein:
", provided that in no event shall an "Event of Default" under the
Credit Agreement dated April 28, 1999 among UCP Engines, Inc., UCP
Engines Trust, State Street Bank and Trust Company of Connecticut,
N.A., as trustee, Aircraft 22067 Trust and Aircraft 20527 Trust, as
Borrowers, the Lenders party thereto, ▇▇▇▇▇▇ Brothers Inc., as
Arranger, and
3
3
▇▇▇▇▇▇ Commercial Paper Inc., as Syndication Agent and Administrative
Agent, be an Event of Default hereunder"
3. Conditions Precedent. This Amendment shall not be binding until the
Agent shall have received counterparts of this Amendment, duly executed and
delivered by the Borrowers, UniCapital, ▇▇▇▇▇▇, and the Agent; provided,
however, that once such condition is fulfilled, the effective date of this
Amendment shall be deemed to be March 16, 2000.
4. Representations and Warranties. After the effectiveness of this
Amendment, the Borrower confirms and reaffirms as of the date hereof the
representations and warranties contained in Article VI of the Credit Agreement.
5. Continuing Effect. Except as expressly waived or amended hereby, the
Credit Agreement shall continue to be and shall remain in full force and effect
in accordance with its terms. This Amendment shall constitute a Loan Document.
6. Governing Law Counterparts. (a) This Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the State of New
York.
(b) This Amendment may be executed by the parties herein one
more or more counterparts, and all such counterparts shall be deemed to
constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
4
4
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first written
above.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, not
in its individual capacity,
except as expressly
specified herein, but
solely as trustee, as the
Initial Borrower
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (22222), DATED AS
OF SEPTEMBER 28, 1999 BY
AND BETWEEN FIRST SECURITY
BANK, NATIONAL ASSOCIATION
AND AIRCRAFT 22222, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (53015), DATED AS
OF AUGUST 28, 1998 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 53015, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (24837), DATED AS
OF OCTOBER 30, 1998 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 24837, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (347), DATED AS
OF OCTOBER 30, 1998 BETWEEN
5
5
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 347, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (23377), DATED AS
OF JUNE 24, 1998 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 23377, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (23830), DATED AS
OF JULY 10, 1998 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 23830, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (24474), DATED AS
OF APRIL 1, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 24474, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (25262), DATED AS
OF APRIL 25, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 25262, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL
6
6
CAPACITY BUT SOLELY AS
TRUSTEE ON BEHALF OF THAT
CERTAIN TRUST CREATED BY
TRUST AGREEMENT (49368),
DATED AS OF APRIL 25, 1999
BETWEEN FIRST SECURITY
BANK, NATIONAL ASSOCIATION
AND AIRCRAFT 49368, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (53623), DATED AS
OF AUGUST 18, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 53623, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (53624), DATED AS
OF AUGUST 18, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 53624, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (23771), DATED AS
OF APRIL 7, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 23771, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (23772), DATED AS
OF APRIL 1, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 23772, INC.
7
7
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (24355), DATED AS
OF APRIL 7, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 24355, INC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, NOT
IN ITS INDIVIDUAL CAPACITY
BUT SOLELY AS TRUSTEE ON
BEHALF OF THAT CERTAIN
TRUST CREATED BY TRUST
AGREEMENT (24356), DATED AS
OF APRIL 7, 1999 BETWEEN
FIRST SECURITY BANK,
NATIONAL ASSOCIATION AND
AIRCRAFT 24356, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
8
8
WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL
CAPACITY BUT SOLELY AS
TRUSTEE ON BEHALF OF THAT
CERTAIN TRUST CREATED UNDER
THE TRUST AGREEMENT, DATED
AS OF NOVEMBER 14, 1984
BETWEEN AIRCRAFT 49262,
INC. (AS ASSIGNEE OF CCD
AIR TEN, INC.) AND
WILMINGTON TRUST COMPANY.
WILMINGTON TRUST COMPANY,
NOT IN ITS INDIVIDUAL
CAPACITY BUT SOLELY AS
TRUSTEE ON BEHALF OF THAT
CERTAIN TRUST CREATED UNDER
THE TRUST AGREEMENT, DATED
AS OF NOVEMBER 15, 1984
BETWEEN AIRCRAFT 49263,
INC. (AS ASSIGNEE OF CCD
AIR TEN, INC.) AND
WILMINGTON TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tile: Senior Financial
Services Officer
AIRCRAFT 24813, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tile: Vice President
UNICAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tile: Vice President
9
9
▇▇▇▇▇▇ COMMERCIAL PAPER
INC., as Agent and as a
Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President