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EXHIBIT 10.21
AMENDMENT NO. 2
TO
CREDIT AGREEMENT
Amendment No. 2, dated November 18, 1997, (the "Amendment") to Credit
Agreement, dated June 12, 1997 as amended prior to this date, (the "Agreement")
by and between XXXXXX LEASE FINANCE CORPORATION, a California corporation
("Xxxxxx") and CORESTATES BANK, N.A., a national banking association
("CORESTATES BANK", "CORESTATES" or the "BANK"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings ascribed to
them in the Agreement.
PRELIMINARY STATEMENT
WHEREAS, Xxxxxx has requested that CoreStates Bank temporarily increase
the Revolving Loan Commitment from $30,000,000 to $45,000,000 and make certain
other modifications to the Agreement.
WHEREAS, CoreStates Bank is willing to agree to such request on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and promises hereinafter
set forth and intending to be legally bound hereby, the parties hereto agree as
follows:
1. SECTION 1.1 TO THE AGREEMENT. The definitions "Category A Equipment"
is hereby amended and restated in its entirety to read as follows:
" "CATEGORY A EQUIPMENT" shall mean equipment purchased by Xxxxxx from
unaffiliated Persons and which is either (1) the subject of an Eligible
Lease or (2) held for sale or lease to unaffiliated Persons. Category A
Equipment shall be composed of Stage III compliant jet engines which are
less than 15 years from the date of manufacture and are suitable for use
in major aircraft manufactured by The Boeing Co., XxXxxxxxx Xxxxxxx Corp.
or Airbus Industrie. Category A Equipment also shall include three de
Havilland DHC-8-102 turbo prop aircraft, six Xxxxx & Whitney Model PW120A
aircraft engines, six Xxxxxxxx Standard Model 14SF four-blade propellers
and three Xxxxx & Whitney Model PW120A spare engines, each as more fully
described in Exhibit F attached hereto, all of which will be purchased
from FINOVA Capital Corporation and all of which are subject to existing
leases to Horizon Air Industries, Inc."
2. SECTION 2.1 OF THE AGREEMENT. The first paragraph of Section 2.1 of
the Agreement is hereby amended and restated in its entirety to read as follows:
"Subject to the terms and conditions herein set forth and in reliance upon
the representations, warranties and covenants contained herein, CoreStates
Bank agrees to make revolving credit loans ("REVOLVING CREDIT LOANS") to
Xxxxxx upon receipt of loan requests therefor in amounts not to exceed at
any time outstanding,
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in the aggregate, $45,000,000 through February 28, 1998 and $30,000,000
thereafter (such amount, as the same may be reduced pursuant to Section
2.7 hereof being hereinafter called the "REVOLVING LOAN COMMITMENT"). For
purposes of determining the amount of Revolving Credit Loans outstanding,
the Standby Letters of Credit issued pursuant to Section 2.2 hereof shall
be deemed Revolving Credit Loans and shall be added to the Revolving
Credit Loans outstanding to determine the aggregate Revolving Credit Loans
outstanding. As provided below, Revolving Credit Loans may be requested by
Xxxxxx, and made from time to time prior to the Revolver Termination Date.
All Loans shall be made to Xxxxxx at the main office of the Bank, Xxxxx
xxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000."
3. SECTION 2.2 OF THE AGREEMENT. The dollar amount set forth in the
first paragraph of Section 2.2 of the Agreement as "$30,000,000" is hereby
deleted and shall be and is hereby replaced by the dollar amount of
$45,000,000."
4. SECTION 5.7 OF THE AGREEMENT. Section 5.7 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"5.7 OWNERSHIP; MANAGEMENT. This section deleted by Amendment No. 2,
dated November 18, 1997."
5. SECTION 8.1(H) OF THE AGREEMENT. Section 8.1(h) of the Agreement is
hereby amended and restated in its entirety to read as follows:
"(h) CHANGE OF CONTROL. Xxxxxxx X. Xxxxxx or the CFW Partners, L.P.
limited partnership, shall cease to be the record and beneficial owner of
at least 34% of the issued and outstanding voting and capital stock of
Xxxxxx."
6. SECTION 8.1(J) OF THE AGREEMENT. A new Section, Section 8.1(j) shall
be and is hereby added to the Agreement as follows:
"(j) CHANGES IN SENIOR MANAGEMENT. Xxxxxxx X. Xxxxxx shall cease to
be a member of senior management or both Xxxxxx X. Xxxxxxxxx and Xxxxx
XxXxxxx shall cease to be members of senior management within any period
of twelve consecutive months."
7. EXHIBIT A TO THE CREDIT AGREEMENT. Exhibit A to the Agreement shall
be and is hereby amended and restated in its entirety to be as set forth in
Exhibit A attached hereto. Upon delivery of the $45,000,000 Revolving Credit
Note, dated November 18, 1997, to the Bank, the Bank shall xxxx the $30,000,000
Revolving Credit Note, dated July 28, 1997, "canceled and replaced by
$45,000,000 Revolving Credit Note, dated November 18, 1997."
8. EXHIBIT B TO THE CREDIT AGREEMENT. Exhibit B to the Agreement shall
be and is hereby amended and restated in its entirety to be set forth in Exhibit
B attached hereto.
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9. REPRESENTATIONS AND WARRANTIES. Xxxxxx hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.
10. COVENANTS. Xxxxxx hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Articles 5 and 6 thereof, on and as of
the date hereof.
11. CORPORATE AUTHORIZATION AND DELIVERY OF DOCUMENTS. CoreStates shall
have received copies, certified as of the date hereof, of all action taken by
Xxxxxx and any other necessary Person to authorize this Amendment and such other
papers as CoreStates shall require.
12. AFFIRMATION. Xxxxxx hereby affirms its absolute and unconditional
promise to pay CoreStates Bank the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity date(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.
13. EFFECT OF AMENDMENT. This Amendment amends the Agreement only to the
extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
14. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment to
be duly executed by their duly authorized representatives as of the date first
above written.
XXXXXX LEASE FINANCE CORPORATION
By:_____________________________
Name:
Title:
CORESTATES BANK, N.A.
By:_____________________________
Xxxx X. Xxxxxxxx
Vice President
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EXHIBIT A
REVOLVING CREDIT NOTE
$45,000,000 Philadelphia, PA
November 18, 1997
For Value Received, XXXXXX LEASE FINANCE CORPORATION, a California corporation
("XXXXXX") hereby promises to pay to the order of CORESTATES BANK, N.A. (the
"BANK"), in lawful currency of the United States of America in immediately
available funds at the Bank's offices located at Broad and Chestnut Streets,
Philadelphia, Pennsylvania, on the Revolver Termination Date, or on such earlier
date or dates as provided in the Credit Agreement described below, the principal
sum of FORTY FIVE MILLION DOLLARS ($45,000,000) or, if less, the then unpaid
principal amount of all Revolving Credit Loans made by the Bank pursuant to the
Credit Agreement.
Xxxxxx promises also to pay interest on the unpaid principal amount hereof in
like money at such office from the date hereof until paid at the rates and at
the times provided in the Credit Agreement.
This Note is the Revolving Credit Note referred to in, is entitled to the
benefits of and is secured by security interests referred to in the Credit
Agreement, dated June 12, 1997 by and between Xxxxxx and the Bank (as such has
been or may be amended, modified, supplemented, restated or replaced from time
to time, the "CREDIT AGREEMENT"). This Note is subject to voluntary prepayment
and mandatory repayment prior to the Revolver Termination Date, in whole or in
part, as provided in the Credit Agreement.
In case an Event of Default shall occur and be continuing, the principal of and
the accrued interest on this Note may be declared to be due and payable in the
manner and with the effect provided in the Credit Agreement.
Xxxxxx hereby waives presentment, demand, protest or notice of any kind in
connection with this Note.
Notwithstanding the face amount of this Note, the undersigned's liability
hereunder shall be limited at all times to the actual aggregate outstanding
indebtedness to the Bank relating to such Bank's Revolving Credit Loans,
including all principal and interest, together with all fees and expenses as
provided in the Credit Agreement, as established by the Bank's books and records
which shall be conclusive absent manifest error.
Capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Credit Agreement.
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THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE COMMONWEALTH OF PENNSYLVANIA WITHOUT REGARD TO PENNSYLVANIA OR FEDERAL
PRINCIPLES OF CONFLICT LAWS.
XXXXXX LEASE FINANCE CORPORATION
By: ________________________________
Name:
Title:
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EXHIBIT B
BORROWING BASE CERTIFICATE
Date of Certificate: ___________________________
Date of Information: ___________________________
TO: CORESTATES BANK, N.A.
Gentlemen:
This Borrowing Base Certificate is delivered to you pursuant to the terms of
Section 5.1 of the Credit Agreement, dated as of June 12 1997, as currently in
effect. Capitalized terms used without definition below have the same meanings
as they have in the Credit Agreement.
We hereby certify that:
1. No Potential Default or Event of Default has occurred and is continuing as
of the date of this Borrowing Base Certificate.
2. There has been no Material Adverse Change since [insert the date of the
most recent financial statements delivered to the Bank pursuant to the
terms of Section 5.1 of the Credit Agreement], except as disclosed on the
attached schedules.
3. The information set forth on the attached schedules is true, current and
complete as of the date of this Borrowing Base Certificate.
Xxxxxx Lease Finance Corporation
By: ____________________________
Name:
Title:
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XXXXXX LEASE FINANCE CORPORATION
COMPUTATION OF BORROWING BASE AVAILABILITY
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COLLATERAL LOAN VALUE
1(a). Equipment (from Schedule A, attached hereto) $_______________
(b) Borrowing Base Percentage x 85%
(c) Collateral Loan Value [(a) x (b)] - $1,375,000 (difference
$_______________ between 85% LTV and LC on Jet Air S/N 725522)
MAXIMUM LOANS
2. Maximum Loans: $45,000,000 $ 45,000.00
CREDIT USAGE
3. Aggregate Loan Balance (principal) at date of certificate $_______________
LOAN AVAILABILITY
4. Line 1(c) minus Line 3 $_______________
5. Line 2 minus Line 3 $_______________
6. Availability (Line 4 or Line 5 whichever is less) $_______________
7. Amount of Loan Requested This Date (if any) $_______________
(Not to exceed line 6)
Certification: Xxxxxx Lease Finance Corporation
Date: ______________________ By: _____________________________
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XXXXXX LEASE FINANCE CORPORATION
NEW COLLATERAL INFORMATION SCHEDULE
FOR BORROWING ON
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Xxxxxx Lease Finance Corporation has requested this date that a Loan be made to
it by CoreStates Bank, N.A. The following table sets forth information with
respect to items being added to the Collateral with this Request for Loan.
Xxxxxx Lease Finance Corporation has delivered the original counterpart of each
lease to CoreStates Bank, N./A. and it represents and warrants hereby that all
other copies of each lease are clearly marked to indicate that each is not the
lessor's original counterpart of that lease.
Physical
Customer Contract Monthly Lease Remaining Gross Equipment Location
Name Number Payment Term(1) Term(2) Remaining(3) Cost(4) of Equipment
----------- ---------- ---------- ---------- ---------- ---------- --------- ------------
----------- ----------
Totals
Xxxxxx Lease Finance Corporation
By _____________________________
--------
(1) This is the original term of months of the lease.
(2) This the number of months remaining on the lease at the date of this
Schedule.
(3) This is the gross amount remaining payable in respect of the lease minus
the unearned finance charge.
(4) This is the purchase price of the equipment to Xxxxxx Corporation as shown
on the invoice of the manufacturer or distributor of the equipment.
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EXHIBIT F
DESCRIPTION OF AIRCRAFT, ENGINES AND PROPELLERS
Airframes: Three (3) de Havilland DHC-8-102 turboprop passenger aircraft
bearing U.S. Registration Nos. N811PH, N812PH and N813PH and
Manufacturer's Serial Nos. 023, 026 and 032, respectively.
Engines: Six (6) Xxxxx & Whitney Model PW120A aircraft engines bearing
Manufacturer's Serial Nos. PC-E120077, PC-E120096, PC-E120086,
PC-120088, PC-E120102 and PC-E120107.
Propellers: Six (6) Xxxxxxxx Standard Model 14SF four-blade propellers
bearing Manufacturer's Serial Nos. 861016, 850911, 890711,
851114, 860201 and 860202.
Spare Engines: Three (3) Xxxxx & Whitney Model PW120A aircraft engines bearing
Manufacturer's Serial Nos. PC-E120140, PC-E120141 and
PC-E120142.
