EXHIBIT 10.47
Private Client Group
XXXXXXX XXXXX BUSINESS
FINANCIAL SERVICES INC.
000 Xxxxx XxXxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
(000) 000-0000
FAX: (000) 000-0000
May 12, 2004
Evergreen Aircraft Sales and Leasing Co.
0000 XX Xxxxx Xxxx Xxxx
XxXxxxxxxxx, XX 00000
RE: AMENDMENT TO LOAN DOCUMENTS
Ladies & Gentlemen:
This Letter Agreement will serve to confirm certain agreements of Xxxxxxx Xxxxx
Business Financial Services Inc. ("MLBFS") and Evergreen Aircraft Sales and
Leasing Co. ("Customer") with respect to: (i) that certain WCMA LOAN AGREEMENT
NO. 54F-07164 between MLBFS and Customer (including any previous amendments and
extensions thereof), and (ii) all other agreements between MLBFS and Customer or
any party who has guaranteed or provided collateral for Customer's obligations
to MLBFS (a "Guarantor") in connection therewith (collectively, the "Loan
Documents"). Capitalized terms used herein and not defined herein shall have the
meaning set forth in the Loan Documents.
Subject to the terms hereof, effective as of the "Effective Date' (as defined
below), the Loan Documents are hereby amended as follows:
1. Delete 4.3(h) and replace as follows:
(h) FIXED CHARGE COVERAGE RATIO: Customer's and Business Guarantors' aggregate
Fixed Charge Coverage Ratio, measured on a quarter-end basis, shall be at least
the amount set forth in the following table for the applicable period set forth
opposite thereto:
------------------------------------ --------------------------------------
Applicable Ratio Applicable Period
------------------------------------ --------------------------------------
1.00:1.00 For the 6 month period ending August
31, 2004
------------------------------------ --------------------------------------
1.00:1.00 For the 9 month period
ending November 30, 2004
------------------------------------ --------------------------------------
1.10:1.0 For the 12 month period
ending February 28, 2005
------------------------------------ --------------------------------------
1.15:1.0 For the 12 month period
ending the last day of each
fiscal quarter of Parent
after February 28, 2005
------------------------------------ --------------------------------------
Evergreen Aircraft Sales and Leasing Co.
May 12, 2004
Page No. 2
2. Add to the end of Section 4.3(h):
(i) CAPITAL EXPENDITURES: Customer and the other Credit Parties shall not make
"Capital Expenditures" in any fiscal year of Evergreen International Aviation,
Inc. in excess of $75,000,000, but at least $10,000,000 of such $75,000,000 must
be funded with Indebtedness. For the purposes hereof, (i) the term "Capital
Expenditures" shall mean, with respect to any Person for any period, the
aggregate of all expenditures by such Person and it subsidiaries during such
period that are capital expenditures as determined in accordance with GAAP and
reflected as additions to property, plant and equipment on a consolidated
statement of cash flows of such Person, whether such expenditures are paid in
cash or financed, except to the extent that such expenditures are financed with
proceeds of insurance, condemnation awards or asset sales which are permitted to
be used or re-invested by Customer and the Credit Parties in accordance with the
terms of the Loan Documents, and (ii) the term "Indebtedness" shall mean (a) all
obligations for borrowed money, (b) all obligations evidenced by bonds,
debentures, notes or other similar instruments and all reimbursement or other
obligations in respect of letters of credit, bankers acceptances, interest rate
swaps, or other financial products, (c) all obligations as a lessee under any
lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP, (d) all obligations or liabilities of others secured by a
lien or security interest on any asset of a Person or its subsidiary,
irrespective of whether such obligation or liability is assumed, (e) all
obligations to pay the deferred purchase price of assets (other than trade
payables incurred in the ordinary course of business and repayable in accordance
with customary trade practices), (f) all obligations owing under any agreement
for the purpose of hedging any Credit Parties exposure to fluctuations in
interest or exchange rates, loan, credit exchange, security or currency
valuations or commodity prices, and (g) any obligation guaranteeing or intended
to guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted, or sold with recourse) any obligation of any other Person that
constitutes Indebtedness under any of the foregoing clauses; notwithstanding the
foregoing, the term "Indebtedness" shall not mean a WCMA Loan or WCMA Loans.
(j) MINIMUM EBITDA: Customer's and Business Guarantors' consolidated EBITDA,
measured on a quarter-end basis, shall be at least the amount set forth in the
following table for the applicable period set forth opposite thereof:
------------------------------------ ------------------------------------
Amount Applicable Period
------------------------------------ ------------------------------------
$40,000,000 For the 6 month period
ending August 31, 2004
------------------------------------ ------------------------------------
$67,000,000 For the 9 month period
ending November 30, 2004
------------------------------------ ------------------------------------
$97,000,000 For the 12 month period
ending February 28, 2005
------------------------------------ ------------------------------------
$100,000,000 For the 12 month period
ending the last day of each
fiscal quarter of parent
after February 28, 2005
------------------------------------ ------------------------------------
Evergreen Aircraft Sales and leasing Co.
May 12, 2004
Page No. 3
3. Customer and Business Guarantors shall no longer be required to maintain an
aggregate Minimum Tangible Net Worth Covenant as of the Effective Date.
4. Customer and Business Guarantors shall no longer be requited to maintain an
aggregate Interest Coverage Ratio Covenant as of the Effective Date.
Except as expressly amended hereby, the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.
By their execution of this Letter Agreement, the below-named Guarantors hereby
consent to the foregoing modifications to the Loan Documents, and hereby agree
that the "Obligations" under their respective Unconditional Guaranty and/or
agreements providing collateral shall extend to and include the Obligations of
Customer under the Loan Documents, as amended hereby,
Customer and said Guarantors acknowledge, warrant and agree, as a primary
inducement to MLBFS to enter into this Agreement, that: (a) no Default or Event
of Default has occurred and is continuing under the Loan Documents; (b) each of
the warranties of Customer in the Loan Documents are true and correct as of the
date hereof and shall be deemed remade as of the date hereof; (c) neither
Customer nor any of said Guarantors have any claim against MLBFS or any of its
affiliates arising out of or in connection with the Loan Documents or any other
matter whatsoever; and (d) neither Customer nor any of said Guarantors have any
defense to payment of any amounts owing, or any right of counterclaim for any
reason under, the Loan Documents.
Provided that no Event of Default, or event which with the giving of notice,
passage of time, or both, would constitute an Event of Default, shall then have
occurred and be continuing under the terms of the Loan Documents, and the
condition specified above shall have been met to our satisfaction, the
amendments and agreements in this Letter Agreement will become effective on the
date (the "Effective Date") upon which: (a) Customer and the Guarantors shall
have executed and returned the duplicate copy of this Letter Agreement and the
other documents enclosed herewith; and (b) an officer of MLBFS shall have
reviewed and approved this Letter Agreement and such other documents as being
consistent in all respects with the original internal authorization hereof.
Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the duplicate copy of this Letter Agreement and said other documents
within 14 days from the date hereof, or if for any other xxxxx (other than the
sole fault of MLBFS) the Effective Date shall not occur within said 14-day
period, then all of said amendments and agreements will, at the sole option of
MLBFS, be void.
Very truly yours,
XXXXXXX XXXXX BUSINESS FINANCIAL SERVICES INC.
By: /S/ XXXXXX X. XXXXXXX
------------------------------------------
Xxxxxx X. Xxxxxxx
Senior Credit Manager
Evergreen Aircraft Sales and Leasing Co.
May 12, 2004
Page No. 4
ACCEPTED:
EVERGREEN AIRCRAFT SALES AND LEASING, CO.
By: /S/ XXXX X. XXXXX
-----------------------------------
Printed Name: Xxxx X. Xxxxx
Title: Treasurer
APPROVED:
EVERGREEN INTERNATIONAL AIRLINES, INC.
By: /S/ XXXX X. XXXXX
-----------------------------------
Printed Name: Xxxx X. Xxxxx
Title: Treasurer
EVERGREEN HOLDINGS, INC.
By: /S/ XXXX X. XXXXX
-----------------------------------
Printed Name: Xxxx X. Xxxxx
Title: Treasurer
EVERGREEN AVIATION GROUND LOGISTICS ENTERPRISE, INC.
By: /S/ XXXX X. XXXXX
-----------------------------------
Printed Name: Xxxx X. Xxxxx
Title: Treasurer
EVERGREEN HELICOPTERS, INC.
By: /S/ XXXX X. XXXXX
-----------------------------------
Printed Name: Xxxx X. Xxxxx
Title: Treasurer
Evergreen Aircraft Sales and Leasing Co.
May 12, 2004
Page No. 5
EVERGREEN AIR CENTER, INC.
By: /S/ XXXXXX XXXXXXXX
-------------------
Printed Name: Xxxxxx Xxxxxxxx
Title: Secretary
EVERGREEN AGRICULTURAL ENTERPRISES, INC.
By: /S/ XXXX X. XXXXX
-----------------------------------
Printed Name: Xxxx X. Xxxxx
Title: Treasurer
