EXECUTION COPY
FOURTH AMENDMENT AND AGREEMENT
FOURTH AMENDMENT AND AGREEMENT, dated as of February 2, 1998 (this
"Amendment"), to the Existing Credit Agreement (as hereinafter defined), by
and among INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a Delaware corporation
(the "Borrower"), and BNY FINANCIAL CORPORATION, a New York corporation
(the "Lender").
RECITALS
The Borrower and the Lender have entered into the Existing Credit
Agreement, pursuant to which the Lender is providing to the Borrower (i) a
$13,000,000.00 revolving credit facility (the "Revolver Facility "), (ii) a
$3,000,000.00 term loan facility (the "Term Loan A Facility"), (iii) a
$3,750,000.00 term loan facility (the "Term Loan B Facility"), (iv) a
$1,500,000.00 term loan facility (the "Term Loan C Facility") and (v) a
$1,600,000.00 term loan facility (the "Term Loan D Facility") which are
secured by accounts receivable, inventory and other collateral of the
Borrower. The Borrower has requested that the Lender provide an additional
$1,000,000.00 revolving credit facility (as defined below, the "Open
Purchasing Revolver Facility") and make additional amendments to the
Existing Agreement as more fully described below. Subject to the terms and
conditions hereof, the Lender is willing to provide the Open Purchasing
Revolver Facility to the Borrower and to amend certain provisions of the
Existing Credit Agreement in order to effectuate the foregoing.
In consideration of the foregoing and of the mutual covenants and
undertakings herein contained, the parties hereto hereby agree that the
Existing Credit Agreement is amended as hereinafter provided.
****ARTII.
DEFINITIONS
A.Definitions. (a) In addition to the definitions set forth in the
heading and the recitals to this Amendment, the following definitions shall
apply to this Amendment:
"AGREEMENT": means the Credit Agreement, dated as of September
30, 1996, between the Borrower and the Lender, as amended by the First
Amendment, Waiver and Agreement, dated as of March 24, 1997, between the
Borrower and the Lender, the Second Amendment and Agreement, dated as of
September 9, 1997, between the Borrower and the Lender and the Third
Amendment and Agreement, dated as of October 15, 1997, between the Borrower
and the Lender, as further amended, supplemented or otherwise modified from
time to time up to and including this Amendment.
"EXISTING CREDIT AGREEMENT": means the Credit Agreement, dated as
of September 30, 1996, between the Borrower and the Lender, as amended by
the First Amendment, Waiver and Agreement, dated as of March 24, 1997,
between the Borrower and the Lender, the Second Amendment and Agreement,
dated as of September 9, 1997, between the Borrower and the Lender and the
Third Amendment and Agreement, dated as of October 15, 1997, between the
Borrower and the Lender, as the same may have been further amended,
supplemented or modified from time to time up to but not including the
effectiveness of this Amendment.
"FOURTH AMENDMENT DOCUMENTS": this Amendment and any other
agreements, instruments and documents executed or delivered pursuant to or
in connection with this Amendment and the transactions contemplated
thereby.
(b) Unless otherwise indicated, capitalized terms that are used
but not defined herein shall have the meanings ascribed to them in the
Existing Credit Agreement.
****ARTII.
REPRESENTATIONS
A.REPRESENTATIONS. The Borrower hereby represents and warrants as
follows:
*▇.▇▇ (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (ii) has the power
and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in
which it is currently engaged, (iii) is duly qualified and in good standing
under the laws of each jurisdiction where its ownership, lease or operation
of property or the conduct of its business requires such qualification and
(iv) is in compliance with all Requirements of Law except to the extent
that the failure to comply therewith reasonably could not, in the
aggregate, be expected to have a Material Adverse Effect.
*▇.▇▇ has the power and authority, and the legal right, to make,
deliver and perform this Amendment and the other Fourth Amendment Documents
to which it is a party and to borrow under the Agreement and has taken all
necessary action to authorize the borrowings on the terms and conditions of
the Agreement and this Amendment and to authorize the execution, delivery
and performance of the Fourth Amendment Documents to which it is a party.
No consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required
in connection with the borrowings under the Agreement or with the
execution, delivery, performance, validity or enforceability of the Fourth
Amendment Documents to which it is a party. Each Fourth Amendment Document
to which the Borrower is a party has been or will be duly executed and
delivered on behalf of the Borrower. Each Fourth Amendment Document to
which the Borrower is a party when executed and delivered will constitute a
legal, valid and binding obligation of the Borrower enforceable against it
in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.
*3.The conditions contained in Article IV hereof have been satisfied.
*4.Each of the Credit Documents is on the date hereof in full force
and effect.
****ARTIII.
AMENDMENTS TO EXISTING CREDIT AGREEMENT
A.AMENDMENTS TO SECTION 1.
*1. Section 1.1 of the Existing Credit Agreement is hereby amended by
inserting the following new definitions therein in alphabetical order:
"ABR RATE": as of any date of determination, a rate of interest
calculated in accordance with the following schedule:
DEBT TO EQUITY RATIO ON THE
IMMEDIATELY PRECEDING DEBT TO
EQUITY RATIO RESET DATE ABR RATE
Greater than or equal to 4.00 Alternate Base Rate PLUS .75 %
Greater than or equal to 3.00 but less than Alternate Base Rate PLUS .50%
4.00
Greater than or equal to 2.00 but less than Alternate Base Rate plus .25 %
3.00
Greater than or equal to 1.00 but less than Alternate Base Rate minus .25 %
2.00
Less than 1.00 Alternate Base Rate minus .75 %
; PROVIDED, however, that if such date of determination is a Debt to Equity
Ratio Reset Date, then the calculation of such rate of interest shall be
based upon the Debt to Equity Ratio on such date of determination.
"ABR RATE Loans:" Loans, the rate of interest applicable to which
is based upon the ABR Rate.
"AVAILABLE OPEN PURCHASING REVOLVER FACILITY": at any time, an
amount equal to the excess, if any, of (a) the Open Purchasing
Revolver Facility OVER (b) the aggregate unpaid principal amount of
all Open Purchasing Revolver Advances made by the Lender then
outstanding.
"CONSOLIDATED TOTAL LIABILITIES": of any Person, as of the date
of determination, all liabilities of such Person and its consolidated
Subsidiaries, if any, determined in conformity with GAAP, including
Consolidated Current Liabilities and funded Indebtedness .
"CONTINUE", "CONTINUATION" and "CONTINUED" shall refer to the
continuation of a LIBOR Loan from one Interest Period to the next
Interest Period.
"CONVERT", "CONVERSION" and "CONVERTED" shall refer to a
conversion of ABR Rate Loans into LIBOR Loans or of LIBOR Loans into ABR
Rate Loans.
"DEBT TO EQUITY RATIO": on any Debt to Equity Ratio Reset Date,
the ratio of Indebtedness to Consolidated Tangible Net Worth, determined
with reference to the balance sheet of the Borrower, delivered to the
Lender under Section 6. 1, as at the end of the second month preceding such
Debt to Equity Ratio Reset Rate.
"DEBT TO EQUITY RATIO RESET DATE": March 1, June 1, September 1
and December 1 of each year.
"FOURTH AMENDMENT": that certain Fourth Amendment and Agreement,
dated as of February 2, 1998, between the Borrower and the Lender.
"FOURTH AMENDMENT DOCUMENTS": the Fourth Amendment and any other
agreements, instruments and documents executed or delivered pursuant to or
in connection with the Fourth Amendment and the transactions contemplated
thereby.
"FOURTH AMENDMENT EFFECTIVE DATE": the date on which all of the
conditions precedent to the effectiveness of the Fourth Amendment set forth
in Article IV of the Fourth Amendment are first satisfied or waived.
"INTEREST PERIOD": with respect to any LIBOR Loan:
*a)initially, the period commencing on the borrowing date or
Conversion date, as the case may be, with respect to such LIBOR Loan
and ending one, two, three or six months thereafter, as selected by
the Borrower in its notice of borrowing or notice of Conversion, as
the case may be, given with respect thereto; and
*a)thereafter, each period commencing on the last day of the
next preceding Interest Period applicable to such LIBOR Loan and
ending one, two, three or six months thereafter, as selected by the
Borrower by irrevocable notice to the Lender not less than three
Business Days prior to the last day of the then current Interest
Period with respect thereto;
PROVIDED that, the foregoing provisions relating to Interest Periods are
subject to the following:
*(1)if any Interest Period pertaining to a LIBOR Loan would
otherwise end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless
the result of such extension would be to carry such Interest Period
into another calendar month in which event such Interest Period shall
end on the immediately preceding Business Day;
*(1)any Interest Period that would otherwise extend beyond the
Termination Date or beyond the date final payment is due on the Term
Loans shall end on the Termination Date or such date of final payment,
as the case may be;
*(1)any Interest Period pertaining to a LIBOR Loan that begins on
the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end
of such Interest Period) shall end on the last Business Day of a
calendar month; and
*(1)the Borrower shall select Interest Periods so as not to
require a payment or prepayment of any LIBOR Loan during an Interest
Period for such LIBOR Loan.
"INTEREST RATE": the collective reference to the ABR Rate
and the LIBOR Rate.
"LIBOR": with respect to each day during each Interest
Period pertaining to a LIBOR Loan, the rate per annum equal to the
rate at which BNY is offered Dollar deposits at or about 10:00 A.M.,
New York City time, two Business Days prior to the beginning of such
Interest Period in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of
its LIBOR Loans are then being conducted for delivery on the first day
of such Interest Period for the number of days comprised therein and
in an amount comparable to the amount of its LIBOR Loan to be
outstanding during such Interest Period.
"LIBOR LOANS": The collective reference to each Loan, the
rate of interest applicable to which is based upon the LIBOR Rate.
"LIBOR RATE": as of any date of determination, a rate of
interest calculated in accordance with the following schedule:
DEBT TO EQUITY RATIO ON THE LIBOR RATE
IMMEDIATELY PRECEDING DEBT TO
EQUITY RATIO RESET DATE
Greater than or equal to 4.00 LIBOR PLUS 3.75 %
Greater than or equal to 3.00 but less than LIBOR PLUS 3.50%
4.00
Greater than or equal to 2.00 but less than LIBOR PLUS 3.25 %
3.00
Greater than or equal to 1.00 but less than LIBOR PLUS 2.75 % 2.00
Less than 1.00 LIBOR PLUS 2.25 %
; PROVIDED, however, that if such date of determination is a Debt to Equity
Ratio Reset Date, then the calculation of such rate of interest shall be
based upon the Debt to Equity Ratio on such date of determination.
"LIBOR RESERVE REQUIREMENTS": for any day as applied to a
LIBOR Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on
such day (including, without limitation, basic, supplemental, marginal
and emergency reserves under any regulations of the Board of Governors
of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto) dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of such Board) maintained
by a member bank of such system.
"OPEN PURCHASING REVOLVER FACILITY": at any time, the
obligation of the Lender to make Open Purchasing Revolver Advances to
the Borrower hereunder in an aggregate principal amount at any one
time outstanding not to exceed $1,000,000.00, as such obligation may
be reduced from time to time in accordance with the provisions of this
Agreement.
"OPEN PURCHASING REVOLVER ADVANCES": as defined in Section
2. 1(b).
"REVOLVING CREDIT FACILITIES": the collective reference to
the Revolver Facility and the Open Purchasing Revolver Facility.
"TRANCHE": the collective reference to LIBOR Loans, the
then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such
LIBOR Loans shall originally have been made on the same day).
*1.The definition of the term "Applicable Margin" is hereby deleted in
its entirety.
*2.The definition of the term "Business Day" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
`"BUSINESS DAY": a day other than a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or
required by law to close, and, if such day relates to a borrowing of,
a payment or prepayment of principal of or interest on. or a
Conversion of or into, or an Interest Period for, a LIBOR Loan or a
notice by the Borrower with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, which is also a day on
which dealings in Dollar deposits are carried out in the London
interbank market."
*1.The definition of the term "Credit Documents" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
`"CREDIT DOCUMENTS": this Agreement, the First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment, the
Security Documents, each Consent and Agreement, Term Note A, Term Note
B, Term Note C, Term Note D, any Revolver Note and any other
documents, agreements or instruments executed and delivered to the
Lender pursuant to Section 6. 11."
*1.The definition of the term "Facilities" in Section 1.1 of the
Existing Agreement is hereby deleted in its entirety and replaced by the
following:
`"FACILITIES": the collective reference to the Revolver
Facility, the Open Purchasing Revolver Facility and the Term Loan A
Facility, the Term Loan B Facility, the Term Loan C Facility and the
Term Loan D Facility."
*1.The definition of the term "Interest Payment Date" in Section 1.1
of the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
`"INTEREST PAYMENT DATE": (a) as to any ABR Loan, the last
day of each calendar month, (b) as to any LIBOR Loan having an
Interest Period of three months or less, the last day of such Interest
Period, and (c) as to any LIBOR Loan having an Interest Period longer
than three months, (i) each day which is three months, or a whole
multiple thereof, after the first day of such Interest Period, and
(ii) the last day of such Interest Period."
*1.The definition of the term "Loans" in Section 1. 1 of the Existing
Agreement is hereby amended in its entirety and replaced by the following:
`"LOAN": any loan, including without limitation any
Revolver Advance, any Open Purchasing Revolver Advance, and any Term
Loan, made by any Lender pursuant to this Agreement.'
*1.The definition of the term "Revolver Advances" in Section 1. 1 of
the Existing Agreement is hereby amended in its entirety and replaced by
the following:
`"REVOLVER ADVANCES": as defined in Section 2.1(a).'
A.AMENDMENTS TO SECTION 2.1. Section 2.1 is hereby deleted in its
entirety and replaced by the following:
"2.1 REVOLVING CREDIT FACILITIES.
*a)Subject to the terms and conditions hereof, the Lender agrees
in its reasonable discretion to make revolving credit loans ("Revolver
Advances") to the Borrower from time to time during the period
commencing with and including the Closing Date and ending with the
termination of this Agreement in an aggregate principal amount at any
one time outstanding not to exceed the lesser of the Revolver Facility
then in effect and the Revolver Borrowing Base then in effect. During
the term of this Agreement the Borrower may use the Revolver Facility
by borrowing, prepaying the Revolver Advances in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.
The Revolver Advances may from time to time be (i) LIBOR Loans, (ii)
ABR Rate Loans or (iii) a combination thereof, as determined by the
Borrower and notified to the Lender in accordance with Sections 2.2,
3.1 and 3.14, PROVIDED that no Revolver Advances shall be made as a
LIBOR Loan after the day that is one month prior to the Termination
Date.
*a)Subject to the terms and conditions hereof, the Lender agrees
in its reasonable discretion to make revolving credit loans ("Open
Purchasing Revolver Advances") to the Borrower from time to time
during the period commencing with and including the Fourth Amendment
Effective Date and ending with the termination of this Agreement in an
aggregate principal amount at any one time outstanding not to exceed
the Open Purchasing Revolver Facility. During the term of this
Agreement the Borrower may use the Open Purchasing Revolver Facility
by borrowing, prepaying the Open Purchasing Revolver Advances in whole
or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Open Purchasing Revolver Advances may from
time to time be (i) LIBOR Loans, (ii) ABR Rate Loans, or (iii) a
combination thereof, as determined by the Borrower and notified to the
Lender in accordance with Sections 2.2, 3.1 and 3.14, PROVIDED that no
Open Purchasing Revolver Advances shall be made as a LIBOR Loan after
the day that is one month prior to the Termination Date"
B.AMENDMENTS TO SECTION 2.2. Section 2.2 of the Existing Agreement is
hereby deleted in its entirety and replaced with the following:
"2.2 PROCEDURE FOR BORROWING UNDER REVOLVING CREDIT FACILITIES.
*a)The Borrower may borrow under the Revolver Facility during
the term of this Agreement on any Business Day in an aggregate
principal amount not exceeding the Available Revolver Facility then in
effect; PROVIDED that the Borrower shall give the Lender irrevocable
notice, which notice must be received by the Lender prior to 12:00
noon, New York City time on or prior to the requested Borrowing Date,
specifying (i) the amount to be borrowed, (ii) the requested Borrowing
Date, (iii) whether the borrowing is to be a LIBOR Loan, an ABR Rate
Loan or a combination thereof and (iv) if the borrowing is to be
entirely or partly a LIBOR Loan, the respective amounts of each such
LIBOR Loan and the respective lengths of the initial Interest Periods
therefor. Upon receipt of any such notice from the Borrower, the
Lender shall make the amount of each borrowing available to the
Borrower by wire transfer of immediately available funds to the
Borrower's account at First Union National Bank, Jacksonville,
Florida, Account No. 2090000628791, ABA No. ▇▇▇-▇▇▇-▇▇▇ or, with
respect to Revolver Advances deemed to have been requested, by
disbursing the amount thereof to the Lender in payment of outstanding
Obligations.
*a)The Borrower may borrow under the Open Purchasing Revolver
Facility during the term of this Agreement on any Business Day in an
aggregate principal amount not exceeding the Available Open Purchasing
Revolver Facility then in effect; PROVIDED that the Borrower shall
give the Lender irrevocable notice, which notice must be received by
the Lender prior to 12:00 noon, New York City time on or prior to the
requested Borrowing Date, specifying (i) the amount to be borrowed,
(ii) the requested Borrowing Date, (iii) whether the borrowing is to
be a LIBOR Loan, an ABR Rate Loan or a combination thereof and (iv) if
the borrowing is to be entirely or partly a LIBOR Loan, the respective
amounts of each such LIBOR Loan and the respective lengths of the
initial Interest Periods therefor. Upon receipt of any such notice
from the Borrower, the Lender shall make the amount of each borrowing
available to the Borrower by wire transfer of immediately available
funds to the Borrower's account at First Union National Bank,
Jacksonville, Florida, Account No. 2090000628791, ABA No. 063-000-
021."
B.AMENDMENTS TO SECTION 2.3. Section 2.3 of the Existing Credit
Agreement is hereby amended by inserting the following as subsection (e) at
the end of such Section:
"(e) The Term Loans may from time to time be (i) LIBOR
Loans, (ii) ABR Rate Loans or (iii) a combination thereof, as
determined by the Borrower and notified to the Lender in accordance
with Sections 2.4, 3. 1 and 3.14. "
A.AMENDMENTS TO SECTION 2.4. Section 2.4 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"2.4 PROCEDURE FOR TERM LOAN BORROWING. The Borrower shall give
the Lender irrevocable notice, which notice must be received by the
Lender prior to 12:00 noon, New York City time, on the requested
Borrowing Date for each Term Loan, other than any advance requested to
be made in connection with the substitution of Approved Aircraft
pursuant to Section 2.5 (each such advance, a "Substitution Advance"),
and at least ten (10) Business Days prior to the requested Borrowing
Date for any Substitution Advance, in each case requesting that the
Lender make such advance on the requested Borrowing Date and
specifying (i) whether the Term Loans are to be LIBOR Loans, ABR Rate
Loans or a combination thereof, and (ii) if the Term Loans are to be
entirely or partly LIBOR Loans, the respective amounts of each such
LIBOR Loan and the respective lengths of the initial Interest Periods
therefor' The amount of each such advance (including any Substitution
Advance) shall be made available to the Borrower by wire transfer of
immediately available funds to the Borrower's account at First Union
National Bank, Jacksonville, Florida, Account No. 2090000628791, ABA
No. ▇▇▇-▇▇▇-▇▇▇."
A.AMENDMENTS TO SECTION 3. 1. Sections 3. 1 (a), 3. 1 (b) and 3. 1 (c)
of the Existing Credit Agreement are hereby deleted in their entirety and
replaced with the following:
"(a) Loans shall bear interest at a rate per annum equal to
the Interest Rate then in effect from time to time in accordance with
provisions of this Section 3.1 and Sections 2.2, 2.4 and 3.14 hereof.
(b) If on any five Business Days (whether or not
consecutive) occurring in any calendar month the amount of Revolver
Advances outstanding on each such Business Day exceeds the lesser of
the Revolver Borrowing Base and the Revolver Facility as in effect for
each such Business Day with the permission of the Lender pursuant to
Section 3.3(c), then the average daily balance of all Loans
outstanding on each day during such month shall bear interest at the
then applicable Interest Rate pursuant to Section 3.1(a) above, plus a
per annum rate of one-half of one percent (0.50%).
(c) If (i) all or a portion of (A) any principal of any
Loan, (B) any interest payable thereon, (C) any fee payable hereunder
or (D) any other amount payable hereunder shall not be paid when due
(whether at the scheduled payment date or stated maturity, or by
acceleration or otherwise, but in the case of clauses (B), (C) and (D)
after giving effect to any applicable cure or grace period under
Section 8(a)), or (ii) an Event of Default not occurring as a result
of the failure to pay any such amount when due shall exist and be
continuing, then, in each such case, the principal of the Loans and
any such overdue interest, fee or other amount shall bear interest at
a rate per annum which is the Interest Rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this
Section plus 2%, in each case from the date of such non-payment until
such overdue principal, interest, fee or other amount is paid in full
(as well after as before judgment)."
A.AMENDMENTS TO SECTION 3.2. Section 3.2 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"(a) The Borrower may on the last day of any Interest Period
with respect thereto, in the case of LIBOR Loans, or at any time and
from time to time, in the case of ABR Rate Loans, prepay either or
both of the Revolver Advances and the Open Purchasing Revolver
Advances, in whole or in part, without premium or penalty, after
giving to the Lender notice, which must be received by the Lender no
later than 12:00 noon, New York City time on the date of such
prepayment and which must specify the date and amount of prepayment.
If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein."
(b) The Borrower may on the last day of any Interest Period
with respect thereto, in the case of LIBOR Loans, or at any time and
from time to time, in the case of ABR Rate Loans, prepay any or all of
the Term Loans, in whole or in part, without premium or penalty after
giving to the Lender notice, which must be received by the Lender no
later than 12:00 noon, New York City time on the date of such
prepayment and which must specify the date and amount of prepayment,
identify the Term Loan as to which such prepayment relates and whether
the prepayment is of LIBOR Loans, ABR Rate Loans or a combination
thereof, and, if of a combination thereof the amount allocable to
each. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein with
respect to the Term Loan specified therein and the amount of such
payments shall be applied against scheduled repayments of principal
thereof on a PRO RATA basis and shall reduce the related Term Loan
Facility on a dollar-for-dollar basis."
A.AMENDMENTS TO SECTION 3.4. Section 3.4 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"(a) All fees and interest shall be calculated on the basis
of a 360-day year for the actual days elapsed. The Lender shall as
soon as practicable notify the Borrower of each determination of a
LIBOR Rate. Any change in the interest rate on a Loan resulting from
a change in the ABR Rate or the LIBOR Reserve Requirements shall
become effective as of the opening of business on the day on which
such change becomes effective. The Lender shall as soon as
practicable notify the Borrower of the effective date and the amount
of each such change in interest rate.
(b) Each determination of an Interest Rate by the Lender
pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower in the absence of manifest error. The Lender
shall, at the request of the Borrower, deliver to the Borrower a
statement showing the quotations used by the Lender in determining any
Interest Rate pursuant to Section 3. 1 (a)."
A.AMENDMENTS TO SECTION 3.5(B). Section 3.5(b) of the Existing Credit
Agreement is hereby amended by deleting in the eighth line thereof, after
the words "shall be" the words "three (3) Business Days" and replacing them
with the words "two (2) Business Days".
B.AMENDMENTS TO SECTION 3.5(G). Section 3.5(g) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"(g) The Borrower agrees that, upon the request by the
Lender, the Borrower will execute and deliver to the Lender (i) a
promissory note of the Borrower evidencing Term Loan A of the Lender,
in form and substance acceptable to the Lender ("Term Note A"), (ii) a
promissory note of the Borrower evidencing Term Loan B of the Lender,
in form and substance acceptable to the Lender ("Term Note B"), (iii)
a promissory note of the Borrower evidencing Term Loan C of the
Lender, in form and substance acceptable to the Lender ("Term Note
C"), (iv) a promissory note of the Borrower evidencing Term Loan D of
the Lender, in form and substance acceptable to the Lender ("Term Note
D"), (v) a promissory note of the Borrower evidencing the Revolver
Advances of the Lender in form and substance acceptable to the Lender
(a "Revolver Note"), and/or a promissory note of the Borrower
evidencing the Open Purchasing Revolver Advances of the Lender in form
and substance acceptable to the Lender (an "Open Purchasing Revolver
Note")."
A.AMENDMENTS TO SECTION 3. Section 3 of the Existing Credit Agreement
is hereby amended by incorporating the following new sections:
"3.14 CONVERSION AND CONTINUATION OPTIONS. (a)The Borrower may
elect from time to time to Convert any or all the Loans from LIBOR
Loans to ABR Rate Loans, by giving the Lender at least two Business
Days' prior irrevocable notice of such election, PROVIDED that any
such Conversion of Loans from LIBOR Loans may only be made on the last
day of an Interest Period with respect thereto. The Borrower may
elect from time to time to Convert any or all of the Loans from ABR
Rate Loans to LIBOR Loans by giving the Lender at least three Business
Days' prior irrevocable notice of such election. Any such notice of
Conversion of the Loans to LIBOR Loans shall specify the length of the
initial Interest Period or Interest Periods therefor. All or any part
of outstanding Loans may be Converted as provided herein, PROVIDED
that (i) no Loan may be Converted into a LIBOR Loan when any Event of
Default has occurred and is continuing and the Lender has determined
that such a Conversion is not appropriate, (ii) any such Conversion
may only be made if, after giving effect thereto, Section 3.15 shall
not have been contravened, and (iii) no Loan may be converted into a
LIBOR Loan after the date that is one month prior to the Termination
Date (in the case of Conversions of Revolver Advances or Open
Purchasing Revolver Advances) or the date of the final installment of
principal (in the case of Conversions of Term Loans).
(b) Any LIBOR Loan may be Continued as such upon the
expiration of the then current Interest Period with respect thereto by
the Borrower giving notice to the Lender, in accordance with the
applicable provisions of the term 'Interest Period" set forth in
Section 1. 1, of the length of the next Interest Period to be
applicable to such Loan, PROVIDED that no LIBOR Loan may be Continued
as such (i) when any Event of Default has occurred and is continuing
and the Lender has determined that such a Continuation is not
appropriate, (ii) if, after giving effect thereto, Section 3.15 would
be contravened or (iii) after the date that is one month prior to the
Termination Date (in the case of Continuations of Revolver Advances or
Open Purchasing Revolver Advances) or the date of the final
installment of principal (in the case of Continuations of Term Loans)
and PROVIDED, FURTHER, that if the Borrower shall fail to give such
notice or if such Continuation is not permitted such Loans shall be
automatically converted to ABR Rate Loans on the last day of such then
expiring Interest Period.
3.15 MINIMUM AMOUNTS OF TRANCHES; MAXIMUM NUMBER OF TRANCHES IN
EACH FACILITY. All borrowings, conversions and continuations of LIBOR
Loans hereunder and all selections of Interest Periods hereunder shall
be in such amounts and be made pursuant to such elections so that,
after giving effect thereto, the aggregate principal amount of the
Advances comprising each Tranche shall be greater than or equal to
$500,000.00. At no time shall there be outstanding under any Facility
more than three Tranches.
3.16 INABILITY TO DETERMINE INTEREST RATE. If prior to the first
day of any Interest Period the Lender shall have determined (which
determination shall be conclusive and binding upon the Borrower) that,
by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the LIBOR Rates for
such Interest Period, the Lender shall give telecopy or telephonic
notice thereof to the Borrower as soon as practicable thereafter. If
such notice is given (x) any LIBOR Loans requested to be made on the
first day of such Interest Period shall be made as ABR Rate Loans, (y)
any Loans that were to have been Converted on the first day of such
Interest Period to LIBOR Loans shall be Converted to or Continued as
ABR Rate Loans and (z) any outstanding LIBOR Loans shall be Converted,
on the first day of such Interest Period, to ABR Rate Loans. Until
such notice has been withdrawn by the Lender, no further LIBOR Loans
shall be made or Continued as such, nor shall the Borrower have the
right to Convert Loans to LIBOR Loans.
3.17 ILLEGALITY. Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for the
Lender to make or maintain LIBOR Loans as contemplated by this
Agreement, (a) the commitment of the Lender hereunder to make LIBOR
Loans, Continue LIBOR Loans as such and Convert Loans to LIBOR Loans
shall forthwith be canceled and (b) the Lender's Loans then
outstanding as LIBOR Loans, if any, shall be Converted automatically
to ABR Rate Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such Conversion of a LIBOR Loan
occurs on a day which is not the last day of the then current Interest
Period with respect thereto, the Borrower shall pay to the Lender such
amounts, if any, as may be required pursuant to Section 3.18.
3.18 INDEMNITY. The Borrower agrees to indemnify the Lender and
to hold the Lender harmless from any loss or expense which the Lender
may sustain or incur as a consequence of (a) default by the Borrower
in making a borrowing of, Conversion into or Continuation of LIBOR
Loans after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement or (b) the making of
a prepayment of LIBOR Loans on a day which is not the last day of an
Interest Period with respect thereto. Such indemnification may
include an amount equal to the excess, if any, of (i) the amount of
interest which would have accrued on the amount so prepaid, or not so
borrowed, Converted or Continued, for the period from the date of such
prepayment or of such failure to borrow, Convert or Continue to the
last day of such Interest Period (or, in the case of a failure to
borrow, Convert or Continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable
rate of interest for such Loans provided for herein over (ii) the
amount of interest (as reasonably determined by the Lender) which
would have accrued to the Lender on such amount by placing such amount
on deposit for a comparable period with leading banks in the interbank
eurodollar market. This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts
payable hereunder.
A.AMENDMENTS TO SECTION 6.1(C). Section 6.1(c) of the Existing Credit
Agreement is hereby deleted in its entirety and replaced with the
following:
"(c) as soon as available, but in any event not later than
the close of business on the last Business Day of each calendar month,
the unaudited balance sheet of Borrower as at the end of the
immediately preceding month and the related unaudited statements of
income and retained earnings and of cash flows of the Borrower for
such immediately preceding month and the portion of the fiscal year
through the end of such immediately preceding month, setting forth in
each case in comparative form the figures for the previous year,
certified by the Chief Financial Officer of the Borrower as being
fairly stated in all material respects (subject to normal year-end
audit adjustments); PROVIDED, however, that the Borrower shall deliver
all financial statements required by this Section 6. 1 (c) with
respect to the last calendar month of the Borrower's fiscal year not
later than 60 days after such last month;"
A.AMENDMENTS TO SCHEDULE I. Schedule I to the Existing Credit
Agreement is hereby amended in its entirety to read as is set forth on
Schedule I hereto.
B.AMENDMENTS TO SCHEDULE 1.1. Schedule 1.1 to the Existing Credit
Agreement is hereby amended in its entirety to read as is set forth on
Schedule 1.1 hereto.
****ARTII.
CONDITIONS TO EFFECTIVENESS
This Amendment, and the modifications to the Credit Agreement
provided for herein, shall become effective on the date (the "Fourth
Amendment Effective Date") on which
all of the following conditions have been (or are concurrently being)
satisfied:
A.This Amendment shall have been executed and delivered by each party
hereto.
B.The Lender shall have received executed legal opinions of King &
Spalding, special counsel to the Borrower, in form and substance
satisfactory to the Lender and taking into account this Amendment and the
matters contemplated hereby. Such legal opinion shall cover such matters
incident to the transactions contemplated by this Amendment as the Lender
may reasonably require.
C.The Lender shall have received a copy, in form and substance
reasonably satisfactory to the Lender, of the corporate resolutions of the
Borrower, authorizing the Open Purchasing Revolving Facility and the
execution, delivery and performance of this Amendment, certified by the
Secretary or an Assistant Secretary of the Borrower as of the Fourth
Amendment Effective Date, which certificates shall state that the
resolutions or authorizations thereby certified have not been amended,
modified, revoked or rescinded as of the date of such certificate.
D.The Lender shall have received a certificate of the Secretary or an
Assistant Secretary of the Borrower, dated the Fourth Amendment Effective
Date, as to the incumbency and signature of the officer(s) of the Borrower
executing this Amendment and any certificate or other document to be
delivered by it pursuant hereto, together with evidence of the incumbency
of such Secretary or Assistant Secretary.
E.The Lender shall have received certificates from the Borrower,
stating that its Governing Documents have not been amended since September
30, 1996.
F.The Lender shall have received copies of certificates dated as of a
recent date from the Secretary of State or other appropriate authority of
such jurisdiction, evidencing the good standing of the Borrower in the
State of its organization and in each State where the ownership, lease or
operation of property or the conduct of business requires it to qualify as
a foreign corporation or other entity except where the failure to so
qualify would not have a Material Adverse Effect.
G.Each of the representations and warranties made by the Borrower in
or pursuant to the Credit Documents shall be true and correct in all
material respects on and as of the Fourth Amendment Effective Date as if
made on and as of such date (except to the extent the same relate to
another, earlier date, in which case they shall be true and correct in all
material respects as of such earlier date).
▇.▇▇ Default or Event of Default shall have occurred and be
continuing.
I.All corporate and other proceedings, and all documents, instruments
and other legal matters in connection with the transactions contemplated by
this Amendment, the Existing Credit Agreement, the Credit Agreement and the
other Credit Documents shall be reasonably satisfactory in form and
substance to the Lender, and the Lender shall have received such other
documents in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.
J.The Lender shall have received each additional document, instrument,
legal opinion or item of information reasonably requested by the Lender,
including, without limitation, a copy of any debt instrument, security
agreement or other material contract to which the Borrower is to be a
party.
****ARTIII.
MISCELLANEOUS
A.PAYMENT OF EXPENSES. (a) Without limiting its obligations under
Section 9.5 of the Existing Agreement, the Borrower agrees to pay or
reimburse the Lender for all of its reasonable costs and expenses incurred
in connection with this Amendment and the other Fourth Amendment Documents,
including, without limitation, the reasonable costs and expenses of
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, counsel to the Lender, and expressly
acknowledge that their obligations hereunder constitute "Obligations"
within the meaning of the Existing Credit Agreement.
▇.▇▇ OTHER AMENDMENTS, CONFIRMATION. Except as expressly amended,
modified and supplemented hereby and by the documents related hereto, the
provisions of the Existing Credit Agreement and the other Credit Documents
shall remain in full force and effect.
C.AFFIRMATION BY BORROWER. The Borrower hereby consents to the
execution and delivery of this Amendment and each of the other Fourth
Amendment Documents to which Borrower is a party and reaffirms its
obligations under the Credit Documents.
D.GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the rights and
obligations of the parties hereto 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 one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
A set of the counterparts of this Amendment signed by all the parties shall
be lodged with the Borrower and the Lender. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
[SIGNATURE PAGE FOLLOWS
1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
INTERNATIONAL AIRLINE SUPPORT
GROUP INC.
By:
Name:
Title:
BNY FINANCIAL CORPORATION
By:
Name:
Title:
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
INTERNATIONAL AIRLINE SUPPORT
GROUP, INC.
By:
Name:
Title:
BNY FINANCIAL CORPORATION
By:
Name:
Title:
3
SCHEDULE I
APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES.
PERMITTED JURISDICTIONS AND PERMITTED LESSEES
TERM LOAN A AIRCRAFT:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
TERM LOAN A ENGINES
Description Manufacturer Serial No.
1. ▇▇▇▇▇ & Whitney JT8D-7 654823
2. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 649055
3. ▇▇▇▇▇ & Whitney JT8D-7 653893
4. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 653845
4
TERM LOAN B AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL, NO.
1. Boeing B-727-044F N94GS 18892
2. Boeing B-727-031F N21ONE 18903
3. Boeing B-727-031F N22ONE 18905
TERM LOAN B ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. ▇▇▇▇▇ & Whitney JT8D-7 654550
2. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655463
3. ▇▇▇▇▇ & Whitney JT8D-7 649033
4. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 654150
5. ▇▇▇▇▇ & Whitney JT8D-7 654055
6. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655321
7. ▇▇▇▇▇ & Whitney JT8D-7 648897
8. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 649406
9. ▇▇▇▇▇ & Whitney JT8D-7 649368
TERM LOAN C AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 N919PJ 47663
TERM LOAN C ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. ▇▇▇▇▇ & Whitney JT8D-17 P688741
2. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17 P688116B
TERM LOAN D AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 N920PJ 47667
TERM LOAN D ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17 P688724
2. ▇▇▇▇▇ & Whitney JT8D-17 P688721
APPROVED AIRCRAFT LEASES:
1. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) ▇▇▇▇▇ &
Whitney JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19,1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft" service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
2. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) ▇▇▇▇▇ &
Whitney JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft" service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus 'D" check reserves of $75 per flight hour.
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) ▇▇▇▇▇ &
Whitney JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft" service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
5. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
6. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
5
SCHEDULE I (CONTINUED)
PERMITTED JURISDICTIONS:
WITH RESPECT TO APPROVED AIRCRAFT OTHER THAN TERM LOAN C AIRCRAFT AND TERM
LOAN D AIRCRAFT:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
United States of Mexico
WITH RESPECT TO TERM LOAN C AIRCRAFT AND TERM LOAN D AIRCRAFT:
Canada
Mexico
United States of America (including the continental U.S. and
Alaska, Hawaii
and the U.S. Virgin Islands)
the Bahamas
Bermuda
Honduras
Guatemala
Belize
Costa Rica
Panama
Jamaica
Cayman Islands
Dominican Republic
Puerto Rico
British Virgin Islands
Turks and Caios Islands
Anguilla
Saint ▇▇▇▇▇▇▇ and Grenadines
Montserrat
Antigua and Barbuda
Guadeloupe
Dominica
Martinique
Barbados
Grenada
Aruba
Saint Lucia
Netherlands Antilles
Trinidad and Tobago
6
WITH RESPECT TO ELIGIBLE ACCOUNTS:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
WITH RESPECT TO ELIGIBLE LEASE PAYMENT RECEIVABLES:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
United States of Mexico
PERMITTED LESSEES:
1. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) ▇▇▇▇▇ &
▇▇▇▇▇▇▇ JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft" service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: ▇▇▇▇ International Airlines
2. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) ▇▇▇▇▇ &
Whitney JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the 64 "Aging Aircraft" service bulletins
in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: ▇▇▇▇ International Airlines
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) ▇▇▇▇▇ &
▇▇▇▇▇▇▇ JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with
the "Aging Aircraft" service bulletins in accordance with Section 6(d)
of the
Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: ▇▇▇▇ International Airlines
5. Property subject to lease: (5) ▇▇▇▇▇ & Whitney JT8D-7 engines and
other related equipment.
Lessee: Express One International, Inc.
Term: March 3, 1997 through in accordance with Section 2.2 of the Lease.
Amount: $8,000 per engine per month plus $65 per operating cycle or hour
per engine (whichever is greater).
6. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ & Whitney JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
7. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ & Whitney JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus 'D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
7
SCHEDULE 1.1
AIRCRAFT, AIRCRAFT ENGINES AND AIRCRAFT LEASES
AIRCRAFT AND AIRCRAFT ENGINES:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. AIRCRAFT ENGINES:
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D engine 653893
▇▇▇▇▇ & Whitney JT8D engine 649055
2. AIRCRAFT ENGINES:
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D engine 654823
3. AIRCRAFT:
Boeing 727-044F N94GS 18892
AIRCRAFT ENGINES:
▇▇▇▇▇ & Whitney JT8D-7 engine 654550
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 engine 655463
▇▇▇▇▇ & Whitney JT8D-7 engine 649033
4. AIRCRAFT:
Boeing 727-031F N210NE 18903
AIRCRAFT ENGINES:
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 engine 654150
▇▇▇▇▇ & Whitney JT8D-7 engine 654055
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 engine 655321
5. AIRCRAFT:
Boeing 727-031 F N220NE 18905
AIRCRAFT ENGINES:
▇▇▇▇▇ & Whitney JT8D-7 engine 648897
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 engine 649406
▇▇▇▇▇ & Whitney JT8D-7 engine 649368
6. AIRCRAFT ENGINES:
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 engine 666227
7. AIRCRAFT
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 N919PJ 47663
8. AIRCRAFT ENGINES:
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17 P688741
▇▇▇▇▇ & Whitney JT8D-17 P688116B
9. AIRCRAFT
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 N920PJ 47667
10. AIRCRAFT ENGINES:
▇▇▇▇▇ & Whitney JT8D-17 P688724
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-17 P688721
11. AIRCRAFT ENGINES:
▇▇▇▇▇ & Whitney JT8D-9 653845
8
SCHEDULE 1.1 (CONTINUED)
AIRCRAFT LEASES:
1. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) ▇▇▇▇▇ &
Whitney JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: February 17, 1994 through March 19, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft' service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: ▇▇▇▇ International Airlines
2. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) ▇▇▇▇▇ &
Whitney JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: September 2, 1993 through January 22, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft" service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 flight hour.
Sublessee: ▇▇▇▇ International Airlines
7. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ ▇▇▇▇▇▇▇ JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) ▇▇▇▇▇ &
▇▇▇▇▇▇▇ JT8D-7 engines and other related equipment.
Lessee: ▇▇▇▇▇ Worldwide Airlines, Inc.
Term: September 2, 1993 through February 1, 1999, plus one day for each day
that the Aircraft is undergoing the First "C" Check and work
required to comply with the "Aging Aircraft" service bulletins in
accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: ▇▇▇▇ International Airlines
5. Property subject to lease: (5) ▇▇▇▇▇ & Whitney JT8D-7 engines and
other related equipment.
Lessee: Express One International, Inc.
Term: March 3, 1997 through in accordance with Section 2.2 of, the Lease.
Amount: $8,000 per engine per month plus $65 per operating cycle or hour
per engine (whichever is greater).
6. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ & Whitney JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
7. Property subject to lease: (1) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-51 Aircraft, two
(2) ▇▇▇▇▇ & Whitney JT8D-17 engines and other related equipment.
Lessee: Sun Jet International, Inc.
Term: From not later than October 1, 1997 through the earlier of (i)
October 1, 1999 and (ii) the date on which the next scheduled "D"
check is due in accordance with Section 3(b) of the Lease.
Amount: $60,000 per month plus "D" check reserves of $75 per flight hour,
$55 per Engine flight hour per Engine and $25 per Airframe flight
hour for APU overhaul.
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