FIFTH AMENDMENT FIFTH AMENDMENT (the "Amendment"), dated as of March 31, 1998, among TRISTAR AEROSPACE CO. (f/k/a Maple Leaf Aerospace, Inc.) ("Parent"), AEROSPACE ACQUISITION CORP. ("Holdings"), TRISTAR AEROSPACE, INC. (as successor by merger with...
FIFTH AMENDMENT
FIFTH AMENDMENT (the "Amendment"), dated as of March 31, 1998, among
TRISTAR AEROSPACE CO. (f/k/a Maple Leaf Aerospace, Inc.) ("Parent"),
AEROSPACE ACQUISITION CORP. ("Holdings"), TRISTAR AEROSPACE, INC. (as
successor by merger with Tri-Star Aerospace, Co.) (the "Borrower"), the
financial institutions party to the Credit Agreement referred to below (the
"Banks") and Bankers Trust Company, as Agent. All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Parent, Holdings, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of September 19, 1996, (as amended
from time to time, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend certain provisions of the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 11 of the Credit Agreement is hereby amended by (i) deleting the
definition of "Consolidated EBITDAR" contained therein and (ii) inserting the
following new definition in lieu thereof:
"Consolidated EBITDAR" shall mean, for any period Consolidated EBIT,
adjusted by (i) adding thereto the amount of all amortization and
depreciation, in each case that were deducted in arriving at Consolidated
EBIT for such period and (ii) excluding therefrom the effects of any
increase or decrease in inventory reserves to the extent such respective
change to inventory reserves decreased or increased, as the case may be,
Consolidated EBIT for the respective period.
2. Section 11 of the Credit Agreement is hereby further amended by
deleting the reference to "or Excess Inventory" appearing in the definition
of "Consolidated Net Income" contained therein.
3. In order to induce the Banks to enter into this Amendment, each of
Parent, Holdings and the Borrower hereby represents and warrants that (i) the
representations, warranties and agreements contained in Section 7 of the
Credit Agreement are true and correct in all material respects on and as of
the Fifth Amendment Effective Date (as defined below) (except with respect to
any representations and warranties limited by their terms to a specific date,
which shall be true and correct in all material respects as of such date) and
(ii) there exists no Default or Event of Default on the Fifth Amendment
Effective Date; in each case both before and after giving effect to this
Amendment.
4. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
5. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with each of Holdings, Parent, the Borrower
and the Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.
7. This Amendment shall become effective on the date (the "Fifth
Amendment Effective Date") when each of Parent, Holdings, the Borrower, and
each Bank shall have signed a copy hereof (whether the same or different
copies) and shall have delivered (including by way of facsimile) the same to
the Agent at the Notice Office.
8. From and after the Fifth Amendment Effective Date, all references
in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall be deemed to be references to such Credit Agreement as
modified hereby.
* * * *
2
IN WITNESSES WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.
TRISTAR AEROSPACE, INC.
By: /s/ Xxxx Childress
-----------------------
Title: EVP, Secretary and
Treasurer
AEROSPACE ACQUISITION CORP.
By: /s/ Xxxx Childress
-----------------------
Title: EVP, Secretary and
Treasurer
TRISTAR AEROSPACE CO.
By: /s/ Xxxx Childress
-----------------------
Title: EVP, Secretary and
Treasurer
BANKERS TRUST COMPANY
By:
-----------------------
Title:
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IN WITNESSES WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.
TRISTAR AEROSPACE, INC.
By:
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Title:
AEROSPACE ACQUISITION CORP.
By:
-----------------------
Title:
TRISTAR AEROSPACE CO.
By:
-----------------------
Title:
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------
Title: Xxxxxxx X. Xxxxxxx
Vice President
-3-
PRIME INCOME TRUST
By: /s/ Xxxxx Xxxxxxx
----------------------
Title: Xxxxx Xxxxxxx
Authorized Signatory
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
----------------------
Title:
KEYBANK N.A.
By:
----------------------
Title:
LASALLE NATIONAL BANK
By:
----------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
----------------------
Title:
-4-
PRIME INCOME TRUST
By:
----------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
------------------------
Title: Payson X. Xxxxxxxxx
Vice President
KEYBANK N.A.
By:
----------------------
Title:
LASALLE NATIONAL BANK
By:
----------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
----------------------
Title:
-4-
PRIME INCOME TRUST
By:
----------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
----------------------
Title:
KEYBANK N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------
Title: Xxxxxx X. Xxxxxxxxx
Vice President
LASALLE NATIONAL BANK
By:
----------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
----------------------
Title:
-4-
PRIME INCOME TRUST
By:
----------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By:
----------------------
Title:
KEYBANK N.A.
By:
----------------------
Title:
LASALLE NATIONAL BANK
By: /s/ Xxxxxx Xxxxx
----------------------
Title: First Vice President
Xxxxxx Xxxxx
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
----------------------
Title:
-0-
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By:
----------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Xxxxxx X. Xxxx
----------------------
Title: Xxxxxx X. Xxxx
Assistant Portfolio Manager
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By:
----------------------
Title:
-0-
XXXXXXX XXXXX PRIME RATE
PORTFOLIO
By:
----------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By:
----------------------
Title:
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Title: Xxxxxxx X. Xxxxxxx
Senior Vice President &
Director
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