EXECUTION COPY
SECOND AMENDMENT AND AGREEMENT
SECOND AMENDMENT AND AGREEMENT, dated as of September 9, 1997
(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 "), a
$3,000,000.00 term loan facility (the "TERM LOAN A FACILITY"), and a
$3,750,000.00 term loan facility (the "TERM LOAN B FACILITY") which is
secured by accounts receivable, inventory and other collateral of the
Borrower. The Borrower has requested that the Lender provide an additional
$1,500,000.00 term loan facility (as more specifically defined below, the
'TERM LOAN C FACILITY") for the acquisition of one (1) XxXxxxxxx Xxxxxxx
DC-9-51 aircraft (bearing manufacturer's serial number 47663) (the
"AIRCRAFT ACQUISITION"). Subject to the terms and conditions hereof, the
Lender is willing to provide the Term Loan C 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.
ARTICLE I
Definitions
1 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, 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, 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.
"SECOND AMENDMENT DOCUMENTS": this Amendment, the Sun Jet Consent
and Agreement (as defined in Article III, Section 1 hereof), the Term Loan
C Aircraft Chattel Mortgage (as defined in Article III, Section 1 hereof),
the Sun Jet Lease (as defined in Article III, Section 1 hereof), the Sun
Jet Aircraft Lease Supplement and Receipt (as defined in Article III,
Section 1 hereof), Term Note C (as defined in Article III, Section 1
hereof), 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.
ARTICLE II
Representations
1 REPRESENTATIONS. (a) The Borrower hereby represents and
warrants as follows:
(i) It (A) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (B) 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, (C) 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 (D) 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.
(ii) It has the power and authority, and the legal right, to
make, deliver and perform this Amendment and the other Second 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 Second 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 Second Amendment Documents to which it is a party.
Each Second Amendment Document to which the Borrower is a party has been or
will be duly executed and delivered on behalf of the Borrower. Each Second
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.
(iii) The conditions contained in Article IV hereof have been
satisfied.
(b) The Borrower represents that each of the Credit Documents is
on the date hereof in full force and effect.
ARTICLE III
Amendments to Existing Credit Agreement
1. AMENDMENTS TO SECTION 1. (a) Section 1.1 of the Existing
Credit Agreement is hereby amended by inserting the following new
definitions therein in alphabetical order:
"SECOND AMENDMENT": that certain Second Amendment and
Agreement, dated as of September 9, 1997, between the Borrower and the
Lender.
"SECOND AMENDMENT DOCUMENTS": the Second Amendment, the Sun
Jet Consent and Agreement, the Term Loan C Aircraft Chattel Mortgage,
the Sun Jet Lease, the Sun Jet Aircraft Lease Supplement and Receipt,
Term Note C, and any other agreements, instruments and documents
executed or delivered pursuant to or in connection with the Second
Amendment and the transactions contemplated thereby.
"SECOND AMENDMENT EFFECTIVE DATE": the date on which all of
the conditions precedent to the effectiveness of the Second Amendment
set forth in Article IV of the Second Amendment are first satisfied or
waived.
"SUN JET": means Sun Jet International, Inc., a Delaware
corporation.
"SUN JET AIRCRAFT LEASE SUPPLEMENT AND RECEIPT": the
collective reference to the Lease Supplement and Receipt, dated as of
the date of its execution and delivery between the Borrower and Sun
Jet.
"SUN JET CONSENT AND AGREEMENT": that certain Consent and
Agreement, dated as of the date hereof, by and among Sun Jet, the
Borrower and the Lender, in respect of the Sun Jet Lease.
"SUN JET LEASE": the Aircraft Lease Agreement in respect of
the Term Loan C Aircraft, dated as of August 8, 1997, and between Sun
Jet (as lessee) and the Borrower (as lessor), as the same may be
amended, supplemented or modified from time to time.
"TERM LOAN C": as defined in Section 2.3(c) (together with
any advance made in connection with the substitution of a Term Loan C
Aircraft or a Term Loan C Aircraft Engine pursuant to Section 2.5(c)).
"TERM LOAN C AIRCRAFT": means each Aircraft owned from time
to time by the Borrower and listed as a Term Loan C Aircraft and
described on SCHEDULE I hereto, as the same may be amended or modified
from time to time in accordance with this Agreement.
"TERM LOAN C AIRCRAFT CHATTEL MORTGAGE": the Aircraft
Chattel Mortgage, dated as of the Second Amendment Effective Date,
from the Borrower to the Lender with respect to a Term Loan C
Aircraft.
"TERM LOAN C AIRCRAFT ENGINE": means each Aircraft Engine
owned from time to time by the Borrower and listed as a Term Loan C
Aircraft Engine and described on SCHEDULE I hereto, as the same may be
amended or modified from time to time in accordance with this
Agreement.
"TERM LOAN C BORROWING BASE": at any time, an amount equal
to 60% (or such other percentage as the Lender shall determine in its
sole discretion) of the Forced Liquidation Value, after deduction of
any applicable Collateral Reserves, at such time, of all Term Loan C
Aircraft.
"TERM LOAN C FACILITY": at any time, the obligation of the
Lender to make Term Loan C in accordance with the provisions of this
Agreement, which shall not exceed an amount equal to $1,500,000.00
MINUS the aggregate amount of repayments of principal then required to
have been made in accordance with SCHEDULE 2.3C.
"TERM NOTE C": a promissory note of the Borrower evidencing
Term Loan C, in form and substance acceptable to the Lender.
(b) The definition of the term "Approved Aircraft" in Section
1.1 of the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
""APPROVED AIRCRAFT": means the collective reference to the
Term Loan A Aircraft, the Term Loan A Aircraft Engines, the Term Loan
B Aircraft, the Term Loan B Aircraft Engines, the Term Loan C Aircraft
and the Term Loan C Aircraft Engines."
(c) 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 Security Documents, each Consent and
Agreement, Term Note A, Term Note B, Term Note C, any Revolver Note
and any other documents, agreements or instruments executed and
delivered to the Lender pursuant to Section 6.11."
(d) The definition of "Revolver Reserve" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
""REVOLVER RESERVE": as of any date, an amount equal to the
lesser of (i) the amount, if any, by which the sum determined in
accordance with clause I of the definition of Revolver Borrowing Base
on such date exceeds the aggregate outstanding Revolver Advances on
such date and (ii) the amount, if any, by which the sum of the Term
Loan A Facility (without regard to any Term Loan A borrowings made
prior to or on such date) on such date, the Term Loan B Facility
(without regard to any Term Loan B borrowings made prior to or on such
date) on such date and the Term Loan C Facility (without regard to any
Term Loan C borrowings made prior to or on such date) on such date
exceeds the sum of the Term Loan A Borrowing Base on such date, the
Term Loan B Borrowing Base and the Term Loan C Borrowing Base on such
date."
(e) The definition of "Term Loan Borrowing Bases" in Section 1.1
of the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
"TERM LOAN BORROWING BASES": the collective reference to the
Term Loan A Borrowing Base, the Term Loan B Borrowing Base and the
Term Loan C Borrowing Base.
(f) The definition of "Term Loan Facilities" in Section 1.1 of
the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
"TERM LOAN FACILITIES": the collective reference to the Term
Loan A Facility, the Term Loan B Facility and the Term Loan C
Facility.
(f) The definition of "Term Loans" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
"TERM LOANS": the collective reference to Term Loan A, Term
Loan B and Term Loan C.
2. AMENDMENTS TO SECTION 2.3. (a) subsection (a) of Section 2.3
of the Existing Credit Agreement is hereby amended by deleting the
parenthetical in the seventh line thereof in its entirety and replacing it
with the following: "(without regard to the Term Loan B Facility, the Term
Loan B Borrowing Base, the Term Loan C Facility or the Term Loan C
Borrowing Base)"
(b) Section 2.3 of the Existing Credit Agreement is hereby
amended by deleting subsection (b) in its entirety and replacing it with
the following:
"(b)Subject to the terms and conditions hereof, the Lender
agrees to make a term loan to the Borrower in one advance (such
advance, together with any advances made in connection with the
substitution of Term Loan B Aircraft or Term Loan B Aircraft Engines
pursuant to Section 2.5(b) hereof, "TERM LOAN B") on the First
Amendment Effective Date in the principal amount of the lesser of (a)
the Term Loan B Facility on such date and (b) the Term Loan B
Borrowing Base on such date. Term Loan B shall be dated the First
Amendment Effective Date, stated to mature in the installments and
amounts payable on the dates set forth in SCHEDULE 2.3B hereto, and
bear interest for the period from the First Amendment Effective Date
on the unpaid principal amount thereof at the applicable interest
rates per annum specified in Section 3.1. All payments of principal
thereof shall reduce the Term Loan B Facility on a dollar-for-dollar
basis.
(c) Subject to the terms and conditions hereof, the Lender
agrees to make a term loan to the Borrower in one advance (such
advance, together with any advances made in connection with the
substitution of Term Loan C Aircraft or Term Loan C Aircraft Engines
pursuant to Section 2.5(c) hereof, "TERM LOAN C") on the Second
Amendment Effective Date in the principal amount of the lesser of (a)
the Term Loan C Facility on such date and (b) the Term Loan C
Borrowing Base on such date. Term Loan C shall be dated the Second
Amendment Effective Date, stated to mature in the installments and
amounts payable on the dates set forth in SCHEDULE 2.3C hereto, and
bear interest for the period from the Second Amendment Effective Date
on the unpaid principal amount thereof at the applicable interest
rates per annum specified in Section 3.1. All payments of principal
thereof shall reduce the Term Loan C Facility on a dollar-for-dollar
basis. "
3. AMENDMENTS TO SECTION 2.5. Section 2.5 of the Existing
Credit Agreement is hereby amended by inserting the following as subsection
(c) at the end of such Section:
"(c) At the request of the Borrower and after substitution
of a Term Loan C Aircraft or a Term Loan C Aircraft Engine (the
"SUBSTITUTE TERM LOAN C AIRCRAFT OR ENGINE") for a Term Loan C
Aircraft or a Term Loan C Aircraft Engine which has been sold or has
suffered an Event of Loss within six months after repayment of Term
Loan C to the extent and as required by Section 3.3(d) hereof, the
Lender may make an advance in an amount equal to the lesser of (i) 60%
(or such other percentage as the Lender shall determine in its sole
discretion) of the Forced Liquidation Value of the Substitute Term
Loan C Aircraft or Engine, less any applicable Collateral Reserve, and
(ii) the amount, if any, by which (A) $1,500,000.00 MINUS all
repayments of principal made, or required to have been made on or
prior to the date of such advance in accordance with SCHEDULE 2.3C
hereto exceeds (B) the outstanding principal balance of Term Loan C on
such date (prior to the making of such advance). Each such advance,
if any, shall be made in the sole and absolute discretion of the
Lender and shall be deemed to comprise part of Term Loan C for all
purposes hereunder and shall increase the Term Loan C Facility on a
dollar-for-dollar basis. From and after the making of such advance
the outstanding principal balance of Term Loan C shall include the
amount of such advance, interest shall be payable on such amount, and
the amount of each remaining scheduled principal repayment shall be
increased by an amount equal to (x) the amount of such advance TIMES
(y) a fraction the numerator of which is an amount equal to such
scheduled principal repayment and the denominator of which is the
aggregate amount of all remaining scheduled principal repayments."
4. AMENDMENTS TO SECTION 3.2(B). Section 3.2(b) of the Existing
Credit Agreement is hereby deleted in its entirety and replaced by the
following:
"(b) The Borrower may at any time and from time to time
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 and identify the Term Loan as to which such prepayment
relates. 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."
5. AMENDMENTS TO SECTION 3.3. Paragraph (b) of Section 3.3 of
the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
"(b) (i) If on any date on which a Borrowing Base
Certificate is required to be delivered pursuant to Section 6.2(c),
the aggregate outstanding principal amount of the Term Loans exceeds
an amount equal to the sum of the Term Loan Borrowing Bases and the
Revolver Reserve, the Borrower shall immediately prepay the Term Loans
in an aggregate amount equal to the amount of such excess. The amount
of such payment shall reduce the Term Loan Facilities on a dollar-for-
dollar basis and shall be applied (A) first against the repayment of
Term Loan A to the extent that the outstanding principal amount of
Term Loan A exceeds the Term Loan A Borrowing Base, then against the
repayment of Term Loan B to the extent that the outstanding principal
amount of Term Loan B exceeds the Term Loan B Borrowing Base, and then
against the repayment of Term Loan C, and (B) in each such case,
against scheduled repayments of principal on a PRO RATA basis.
(ii) Without in any way limiting the provisions of clause
(i) of this Section 3.3(b), if at any time during the period
commencing with and including month 25 and ending with and including
month 35, in each case as set forth on SCHEDULE 2.3B hereto, the
outstanding principal amount of Term Loan B exceeds the sum of (i) the
Term Loan B Borrowing Base, (ii) the excess if any of the Term Loan A
Borrowing Base over the outstanding principal amount of Term Loan A
and (iii) the excess, if any, of the Term Loan C Borrowing Base over
the outstanding principal amount of Term Loan C, the Borrower shall
immediately prepay Term Loan B in an amount equal to such deficiency.
(iii) Without in any way limiting the provisions of clause
(i) of this Section 3.3(b), if at any time during the period
commencing with and including month 22 and ending with and including
month 26, in each case as set forth on SCHEDULE 2.3C hereto, the
outstanding principal amount of Term Loan C exceeds the sum of (i) the
Term Loan C Borrowing Base, (ii) the excess if any of the Term Loan A
Borrowing Base over the outstanding principal amount of Term Loan A
and (iii) the excess if any of the Term Loan B Borrowing Base over the
outstanding principal amount of Term Loan B, the Borrower shall
immediately prepay Term Loan C in an amount equal to such deficiency."
6. AMENDMENTS TO SECTION 3.5(E). The THIRD and FOURTH
enumerated paragraphs of Section 3.5(e) of the Existing Credit Agreement
are hereby deleted in their entirety and replaced by the following:
"THIRD, to the payment in full of the outstanding principal
of the Revolver Advances and, upon the occurrence and during the
continuance of an Event of Default, at the option of the Lender, to
the payment in full of the outstanding principal of any or all of the
Term Loans;
FOURTH, to the payment in full of all other Obligations then
due and payable (including, without limitation, any installment of
principal of any or all of the Term Loans then due and payable); and"
7. AMENDMENTS TO SECTION 3.5(F). Subsections (ii) and (iii) of
Section 3.5(f) of the Existing Credit Agreement are hereby deleted in their
entirety and replaced by the following:
"(ii) if, after termination of such Aircraft Lease, return
to the Borrower of the related Aircraft and receipt by the Lender of
an Appraisal with respect thereto, (x) the amount of Loans outstanding
does not exceed the sum of the Term Loan Borrowing Bases and the
Revolver Borrowing Base, (y) no Event of Default shall have occurred
and be continuing, and (z) Borrower certifies in writing to Lender
that it does not intend to take the related Aircraft out of service
and/or part out such Aircraft, the Lender shall, upon request of the
Borrower, pay such funds to the Borrower if and to the extent required
by such Aircraft Lease; and
(iii) if, after termination of such Aircraft Lease such
funds are not required to be paid to the lessee thereunder and (x) the
amount of Loans outstanding exceeds the sum of the Term Loan Borrowing
Base and the Revolver Borrowing Base, (y) an Event of Default shall
have occurred and be continuing, or (z) Borrower fails to certify in
writing to the Lender that it does not intend to take the related
Aircraft out of service and/or part out such Aircraft, the Lender
shall apply such funds in accordance with the provisions of paragraph
(e) of this Section 3.5.
8. AMENDMENTS TO SECTION 3.5(G). Section 3.5(g) of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
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"), and/or (iv) a promissory note of the Borrower evidencing the
Revolver Advances of the Lender in form and substance acceptable to
the Lender (a "REVOLVER NOTE")."
9. AMENDMENTS TO SECTION 6.2(C). Section 6.2(c) is hereby
deleted in its entirety and replaced by the following:
"(c) prior to 2:00 p.m., New York City time on each Business
Day, a Borrowing Base Certificate showing the Revolver Borrowing Base,
the Term Loan A Borrowing Base, the Term Loan B Borrowing Base and the
Term Loan C Borrowing Base (but only, (i) in the case of the Term Loan
A Borrowing Base, in connection with the delivery of the first such
certificate hereunder and in each case that the Term Loan A Borrowing
Base changes from the amount thereof most recently reported, (ii) in
the case of the Term Loan B Borrowing Base, in connection with the
delivery of such certificate on the First Amendment Effective Date and
in each case that the Term Loan B Borrowing Base changes from the
amount thereof most recently reported), and (iii) in the case of the
Ten-n Loan C Borrowing Base, in connection with the delivery of such
certificate on the Second Amendment Effective Date and in each case
that the Term Loan C Borrowing Base changes from the amount thereof
most recently reported), in each case as of the immediately preceding
Business Day, certified as complete and correct by a Responsible
Officer or any vice president on behalf of the Borrower, which
Borrowing Base Certificate shall disclose daily updates of the amount
of Eligible Accounts and Eligible Lease Payment Receivables, weekly
updates of the amount of Eligible Inventory and the Forced Liquidation
Value of Approved Aircraft when required;
10. 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.
11. 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.
12. AMENDMENTS TO SCHEDULES 2.3A AND 2.3B. Schedules 2.3A and
2.3B are hereby amended to include Schedule 2.3C, which shall read as is
set forth on Schedule 2.3C hereto.
ARTICLE IV.
Conditions to Effectiveness
This Amendment, and the modifications to the Credit Agreement
provided for herein, shall become effective on the date (the "SECOND
AMENDMENT EFFECTIVE DATE") on which all of the following conditions have
been (or are concurrently being) satisfied:
1. The following documents shall have been executed and
delivered by each party thereto:
(i) this Amendment;
(ii) the Term Loan C Aircraft Chattel Mortgage;
(iii) the Sun Jet Aircraft Lease;
(iv) the Sun Jet Consent and Agreement;
(v) the Term Note C; and
(vi) all Uniform Commercial Code financing statements on Form
UCC-1 and UCC-3 required by the Lender.
2. 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 (including, without limitation, opinions with
respect to the validity of the Second Amendment Documents and the
effectiveness of UCC filings in each state where Collateral described
therein is located). Such legal opinion shall cover such matters incident
to the transactions contemplated by this Amendment and the other Second
Amendment Documents as the Lender may reasonably require.
3. The Lender shall have received the executed legal opinion of
Xxxxx & Xxxxxxx, special FAA counsel to the Borrower, in form and substance
satisfactory to the Lender taking into account this Amendment and the
matters contemplated hereby (including, without limitation, opinions as to
the effectiveness of the filing of the Term Loan C Aircraft Chattel
Mortgage and the Sun Jet Aircraft Lease with the FAA). Such legal opinion
shall cover such matters incident to the transactions contemplated by this
Amendment and the other Second Amendment Documents as the Lender may
reasonably require.
4. 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 Aircraft Acquisition and the execution, delivery
and performance of this Amendment and the other Second Amendment Documents
to which the Borrower is a party, certified by the Secretary or an
Assistant Secretary of the Borrower as of the Second 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.
5. The Lender shall have received a certificate of the
Secretary or an Assistant Secretary of the Borrower, dated the Second
Amendment Effective Date, as to the incumbency and signature of the
officer(s) of the Borrower executing each Second Amendment Document to
which it is a party 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.
6. The Lender shall have received certificates from the
Borrower, stating that its Governing Documents have not been amended since
September 30, 1996.
7. 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.
8. The Lender shall have received all chattel paper original
copies of the Sun Jet Lease and all documents required to be delivered
under Article Three of the Term Loan C Aircraft Chattel Mortgage.
9. 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 Second 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).
10. No Default or Event of Default shall have occurred and be
continuing.
11. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by the Second Amendment Documents, 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.
12. The Lender shall have received a Borrowing Base Certificate
showing the Revolver Borrowing Base, the Term Loan A Borrowing Base, the
Term Loan B Borrowing Base, and the Term Loan C Borrowing Base, in each
case as of the Business Day immediately preceding the Second Amendment
Effective Date, with appropriate insertions and dated the Second Amendment
Effective Date, satisfactory in form and substance to the Lender, executed
by a Responsible Officer or any Vice President of the Borrower.
13. The Lender shall have received evidence in form and
substance satisfactory to it that all of the requirements of Section 6.6 of
the Existing Credit Agreement and Section 5(o) of the Borrower Security
Agreement shall have been satisfied with respect to the Term Loan C
Aircraft.
14. The Lender shall have received evidence in form and
substance satisfactory to it that all filings, recordings, registrations
and other actions, including, without limitation, the filing of a duly
executed Aircraft Chattel Mortgage with the FAA and financing statements on
forms UCC-1, necessary or, in the opinion of the Lender, desirable to
perfect the Liens created by the Security Documents with respect to the
Term Loan C Aircraft shall have been completed.
15. 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 a
party.
ARTICLE V.
Miscellaneous
1. CLOSING FEE; PAYMENT OF EXPENSES. (a) On the First Amendment
Effective Date, the Borrower shall pay to the Lender in immediately
available funds a fee equal to $15,000.00 (which shall be in addition to
all fees paid to the Lender prior to the execution and delivery of this
Amendment). The Lender is hereby authorized to withhold the amount of such
fee from the proceeds of Term Loan C.
(b) 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 Second Amendment Documents, including, without
limitation, the reasonable costs and expenses of Cadwalader, Xxxxxxxxxx &
Xxxx, counsel to the Lender and expressly acknowledge that their
obligations hereunder constitute "Obligations" within the meaning of the
Existing Credit Agreement.
2. SUN JET AIRCRAFT LEASE SUPPLEMENT AND RECEIPT. Borrower
hereby agrees that it shall deliver to the Lender an original executed copy
of the Sun Jet Aircraft Lease Supplement and Receipt immediately upon its
execution and delivery by the Borrower and Sun Jet.
3. NO 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.
4. ACKNOWLEDGMENT. The Borrower hereby acknowledges that the
Sun Jet Consent and Agreement constitutes a Consent and Agreement under the
Agreement and the Term Loan C Aircraft Chattel Mortgage constitutes an
Aircraft Chattel Mortgage under the Agreement.
5. AFFIRMATION BY BORROWER. The Borrower hereby consents to
the execution and delivery of this Amendment and each of the other Second
Amendment Documents to which Borrower is a party and reaffirms its
obligations under the Credit Documents.
6. 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
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:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to b(
duly executed and delivered as of the day and year first above written.
INTERNATIONAL AIRLINE SUPPORT
GROUP, INC.
By
Name:
Title:
BNY CORPORATION
By
Name:
Title:
SCHEDULE I
APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES-
PERMITTED JURISDICTIONS AND PERMITTED LESSEES
TERM LOAN A AIRCRAFT:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. XxXxxxxxx Xxxxxxx DC9-14 N949L 45844
2. XxXxxxxxx Xxxxxxx DC9-15F N9357 47156
TERM LOAN A ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Whitney JT8D-7 654823
2. Xxxxx & Xxxxxxx JT8D-7 649055
3. Xxxxx & Whitney JT8D-7 653893
4. Xxxxx & Xxxxxxx JT8D-7 656961
5. Xxxxx & Whitney JT8D-7 653327
6. Xxxxx & Xxxxxxx JT8D-9 666227
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. Xxxxx & Whitney JT8D-7 654550
2. Xxxxx & Xxxxxxx JT8D-7 655463
3. Xxxxx & Whitney JT8D-7 649033
4. Xxxxx & Xxxxxxx JT8D-7 654150
5. Xxxxx & Whitney JT8D-7 654055
6. Xxxxx & Xxxxxxx JT8D-7 655321
7. Xxxxx & Whitney JT8D-7 648897
8. Xxxxx & Xxxxxxx JT8D-7 649406
9. Xxxxx & Whitney JT8D-7 649368
TERM LOAN C AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. XxXxxxxxx Xxxxxxx DC-9-51 N919PJ 47663
TERM LOAN C ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Whitney JT8D-17 P688741
2. Xxxxx & Xxxxxxx JT8D-17 P688116B
APPROVED AIRCRAFT LEASES:
1. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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) XxXxxxxxx Xxxxxxx DC-9-51 Aircraft, two
(2) Xxxxx & Xxxxxxx 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.
SCHEDULE I (continued)
PERMITTED JURISDICTIONS:
WITH RESPECT TO APPROVED AIRCRAFT OTHER THAN TERM LOAN C 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:
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 Xxxxxxx and Grenadines
Montserrat
Antigua and Barbuda
Guadeloupe
Dominica
Martinique
Barbados
Grenada
Aruba
Saint Lucia
Netherlands Antilles
Trinidad and Tobago
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) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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: Xxxx International Airlines
2. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Xxxxxxx JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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.
Sublessee: Xxxx International Airlines
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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: Xxxx International Airlines
5. Property subject to lease: (5) Xxxxx & Xxxxxxx 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) XxXxxxxxx Xxxxxxx DC-9-51 Aircraft, two
(2) Xxxxx & Xxxxxxx 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.
SCHEDULE 1.1
AIRCRAFT. AIRCRAFT ENGINES AND AIRCRAFT LEASES
AIRCRAFT AND AIRCRAFT ENGINES:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. AIRCRAFT:
XxXxxxxxx Xxxxxxx DC9-14 N949L 45844
AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D engine 656961
Xxxxx & Whitney JT8D engine 653327
2. AIRCRAFT:
XxXxxxxxx Xxxxxxx DC9-15F N9357 47156
AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D engine 653893
Xxxxx & Xxxxxxx JT8D engine 649055
3. AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D engine 654823
4. AIRCRAFT:
Boeing 727-044F N94GS 18892
AIRCRAFT ENGINE:
Xxxxx & Xxxxxxx JT8D-7 engine 654550
Xxxxx & Whitney JT8D-7 engine 655463
Xxxxx & Xxxxxxx JT8D-7 engine 649033
5. AIRCRAFT:
Boeing 727-031F N21ONE 18903
AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D-7 engine 654150
Xxxxx & Xxxxxxx JT8D-7 engine 654055
Xxxxx & Whitney JT8D-7 engine 655321
6. AIRCRAFT:
Boeing 727-03 IF N22ONE 18905
AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D-7 engine 648897
Xxxxx & Whitney JT8D-7 engine 649406
Xxxxx & Xxxxxxx JT8D-7 engine 649368
7. AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D-9 engine 666227
9. AIRCRAFT
XxXxxxxxx Xxxxxxx DC-9-51 N919PJ 47663
10. AIRCRAFT ENGINE
Xxxxx & Whitney JT8D-17 P688741
Xxxxx & Xxxxxxx JT8D-17 P688116B
SCHEDULE 1.1 (CONTINUED)
AIRCRAFT LEASE
1 Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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: Xxxx International Airlines
2. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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: Xxxx International Airlines
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx 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: Xxxx International Airlines
5. Property subject to lease: (5) Xxxxx & Xxxxxxx 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) XxXxxxxxx Xxxxxxx DC-9-51 Aircraft, two
(2) Xxxxx & Xxxxxxx 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.
SCHEDULE 2.3A
TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE: AMOUNT DUE:
October 31, 1996 $33,333.00
November 30, 1996 $33,333.00
December 31, 1996 $33,333.00
January 31, 1997 $33,333.00
February 28, 1997 $33,333.00
March 31, 1997 $33,333.00
April 30, 1997 $33,333.00
May 31, 1997 $33,333.00
June 30, 1997 $33,333.00
July 31, 1997 $354,321.00
August 31, 1997 $29,321.00
September 30, 1997 $29,321.00
October 31, 1997 $36,651.00
November 30, 1997 $36,651.00
December 31, 1997 $36,651.00
January 31, 1998 $36,651.00
February 28, 1998 $36,651.00
March 31, 1998 $36,651.00
April 30, 1998 $36,651.00
May 31, 1998 $36,651.00
June 30, 1998 $36,651.00
July 31, 1998 $36,651.00
August 31, 1998 $36,651.00
September 30, 1998 $36,651.00
October 31, 1998 $43,981.00
November 30, 1998 $43,981.00
December 31, 1998 $43,981.00
January 31, 1999 $43,981.00
February 28, 1999 $43,981-00
March 31, 1999 $43,981.00
April 30, 1999 $43,981.00
May 31, 1999 $43,981.00
June 30, 1999 $43,981.00
July 31, 1999 $43,981.00
August 31, 1999 $43,981.00
SCHEDULE 2.3A (CONTINUED)
TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE: AMOUNT DUE:
September 30, 1999 $43,981.00
October 31, 1999 $51,311.00
November 30, 1999 $51,311.00
December 31, 1999 $51,311.00
January 31, 2000 $51,311.00
February 29, 2000 $51,311.00
March 31, 2000 $51,311.00
April 30, 2000 $51,311.00
May 31, 2000 $51,311.00
June 30, 2000 $51,311.00
July 31, 2000 $51,311.00
August 31, 2000 $51,311.00
September 30, 2000 $51,311.00
October 31, 2000 $58,641.00
November 30, 2000 $58,641.00
December 31, 2000 $58,641.00
January 31, 2001 $58,641.00
February 28, 2001 $58,641.00
March 31, 2001 $58,641.00
April 30, 2001 $58,641.00
May 31, 2001 $58,641.00
June 30, 2001 $58,641.00
July 31, 2001 $58,641.00
August 31, 2001 $58,641.00
September 30, 2001 $58,641.00
SCHEDULE 2.3B
TERM LOAN B PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE AMOUNT DUE
March 31, 1997 $85,000.00
April 30, 1997 $85,000.00
May 31, 1997 $85,000.00
June 30, 1997 $85,000.00
July 31, 1997 $85,000.00
August 31, 1997 $85,000.00
September 30, 1997 $85,000.00
October 31, 1997 $85,000.00
November 30, 1997 $85,000.00
December 31, 1997 $85,000.00
January 31, 1998 $85,000.00
February 28, 1998 $85,000.00
March 31, 1998 $85,000.00
April 30, 1998 $95,000.00
May 31, 1998 $95,000.00
June 30, 1998 $95,000.00
July 31, 1998 $95,000.00
August 31, 1998 $95,000.00
September 30, 1998 $95,000.00
October 31, 1998 $95,000.00
November 30, 1998 $95,000.00
December 31, 1998 $95,000.00
January 31, 1999 $95,000.00
February 28, 1999 $95,000.00
March 31, 1999 $95,000.00
April 30, 1999 $0.00
May 1, 1999 $0.00
June 30, 1999 $0.00
July 31, 1999 $0.00
August 31, 1999 $0.00
September 30, 1999 $0.00
October 31, 1999 $0.00
November 30, 1999 $0.00
December 31, 1999 $0.00
January 31, 2000 $0.00
February 29, 2000 $0.00
PRINCIPAL PRINCIPAL
PAYMENT DATE AMOUNT DUE
March 31, 2000 $1,590,000.00
SCHEDULE 2.3C
TERM LOAN C PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE AMOUNT DUE
September 30, 1997 $50,000.00
October 31, 1997 $50,000.00
November 30, 1997 $50,000.00
December 31, 1997 $50,000.00
January 31, 1998 $50,000.00
February 28, 1998 $50,000.00
March 31, 1998 $50,000.00
April 30, 1998 $50,000.00
May 31, 1998 $50,000.00
June 30, 1998 $50,000.00
July 31, 1998 $50,000-00
August 31, 1998 $50,000.00
September 30, 1998 $50,000-00
October 31, 1998 $50,000.00
November 30, 1998 $50,000-00
December 31, 1998 $50,000.00
January 31, 1999 $50,000.00
February 28, 1999 $50,000.00
March 31, 1999 $50,000.00
April 30, 1999 $50,000.00
May 1, 1999 $50,000.00
June 30, 1999 $0.00
July 31, 1999 $0.00
August 31, 1999 $0.00
September 30, 1999 $0.00
October 31, 1999 $0.00
November 30, 1999 $450,000.00
