THIRD AMENDMENT
THIRD AMENDMENT (the "Amendment"), dated as of November 7, 1997, among
MAPLE LEAF AEROSPACE, INC. ("Parent"), AEROSPACE ACQUISITION CORP.
("Holdings"), TRI-STAR AEROSPACE, INC. (f/k/a AEROSPACE MERGER SUB 1, INC.)
("Tri-Star Holdings"), 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, Tri-Star 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 1.08 of the Credit Agreement is hereby amended by (i)
inserting the words "Base Rate" immediately following the reference to
"Applicable" appearing in clause (a) thereof and (ii) inserting the word
"Eurodollar" immediately following the reference to "Applicable" appearing in
clause (b) thereof.
2. Section 2.04(a) of the Credit Agreement is hereby amended by
inserting the words "Base Rate" immediately following both reference to
"Applicable" appearing therein and (ii) by deleting both references to
"maintained as Base Rate Loans" appearing therein.
3. Section 3.01(b) of the Credit Agreement is hereby amended by
inserting the word "Eurodollar" immediately following the reference to
"Applicable"
appearing therein and by deleting the reference to "maintained as Eurodollar
Loans" appearing therein.
4. Section 11 of the Credit Agreement is hereby amended by (i) deleting
the definition of "Applicable Margin" contained therein and (ii) inserting
the following new definitions in proper alphabetical order:
"Applicable Base Rate Margin" (i) for any calculation of interest
accrued in respect of the period prior to the Third Amendment Effective Date,
shall have the meaning provided in the Credit Agreement for "Applicable
Margin" prior to giving effect to the Third Amendment, (ii) for any such
calculation in respect of the period from and including the Third Amendment
Effective Date to but excluding the first Start Date (as defined below),
shall mean 1.00% per annum, and (iii) from and after the first day of any
Applicable Pricing Period (the "Start Date") (commencing with the first Start
Date to occur after the Third Amendment Effective Date) to and including the
last day of such Applicable Pricing Period (the "End Date"), shall mean the
applicable percentage per annum set forth in clause (A), (B) or (C) below if,
but only if, as of the last day of the most recent fiscal quarter of the
Borrower ended immediately prior to such Start Date (the "Test Date") the
condition in clause (A), (B) or (C) below is met:
(A) (x) in the case of Term Loans 2.00% and (y) in the case of
Revolving Loans, 1.50%, if, but only if, as of the Test Date for such
Start Date, the Leverage Ratio for the Test Period ended on such Test
Date shall be greater than or equal to 3.75:1.00; or
(B) (x) in the case of Term Loans, 1.50% and (y) in the case of
Revolving Loans, 1.25%, if, but only if, as of the Test Date for such
Start Date, the Leverage Ratio for the Test Period ended on such Test
Date shall be less than 3.75:1.0 but equal to or greater than 3.00:1.00;
or
(C) 1.00%, if, but only if, as of the Test Date for such Start
Date, the Leverage Ratio for the Test Period ended on such Test Date
shall be less than 3.00:1.00.
Notwithstanding anything to the contrary contained above in this definition,
the Applicable Base Rate Margin shall be (x) in the case of Revolving Loans,
1.50% per annum and (y) in the case of Term Loans, 2.00% per annum at all
times when (i) a payment Default under Section 10.01 shall exist or any Event
of Default shall exist and/or (ii) financial statements have not been
delivered when required pursuant to Section 8.01(b) or (c), as the case may
be.
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"Applicable Eurodollar Margin" (i) for any calculation of interest
accrued in respect of the period prior to the Third Amendment Effective Date,
shall have the meaning provided in the Credit Agreement for "Applicable
Margin" prior to giving effect to the Third Amendment, (ii) for any such
calculation in respect of the period from and including the Third Amendment
Effective Date to but excluding the first Start Date to occur after the Third
Amendment Effective Date, shall mean 2.00% per annum and (iii) from and after
the first Start Date to occur after the Third Amendment Effective Date to and
including the End Date, shall mean the respective percentage per annum set
forth in clause (A), (B) or (C) below if, but only if, as of the most recent
Test Date, the condition in clause (A), (B) or (C) below is met:
(A) (x) in the case of Term Loans 3.00% and (y) in the case of
Revolving Loans, 2.50%, if, but only if, as of the Test Date for such
Start Date, the Leverage Ratio for the Test Period ended on such Test
Date shall be greater than or equal to 3.75:1.00; or
(B) (x) in the case of Term Loans 2.50% and (y) in the case of
Revolving Loans, 2.25%, if, but only if, as of the Test Date for such
Start Date, the Leverage Ratio for the Test Period ended on such Test
Date shall be less than 3.75:1.0 but equal to or greater than 3.00:1.00;
or
(C) 2.00%, if, but only if, as of the Test Date for such Start
Date, the Leverage Ratio for the Test Period ended on such Test Date shall
be less than 3.00:1.00.
Notwithstanding anything to the contrary contained above in this definition,
the Applicable Eurodollar Margin shall be (x) in the case of Revolving Loans,
2.50% per annum and (y) in the case of Term Loans, 3.00% per annum at all
times when (i) a payment Default under Section 10.01 shall exist or any Event
of Default shall exist and/or (ii) financial statements have not been
delivered when required pursuant to Section 8.01(a), (b) or (c), as the case
may be.
"Applicable Pricing Period" shall mean each period which shall commence
on a date on which the financial statements are delivered pursuant to Section
8.01(b) or (c) and which shall end on the earlier of (i) the date of actual
delivery of the next financial statements pursuant to Section 8.01(b) or (c)
and (ii) the latest date on which the next financial statements are required
to be delivered pursuant to Section 8.01(b) or (c).
"End Date" shall have the meaning provided in the definition of
Applicable Base Rate Margin.
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"Start Date" shall have the meaning provided in the definition of
Applicable Base Rate Margin.
"Test Date" shall have the meaning provided in the definition of
Applicable Base Rate Margin.
"Third Amendment" shall mean the Third Amendment to this Agreement,
dated as of November 7, 1997.
"Third Amendment Effective Date" shall mean November [19], 1997.
5. Section 9.08 of the Credit Agreement is hereby amended by (i)
deleting the reference to "2,000,000" appearing therein and (ii) inserting a
reference to "3,000,000" in lieu thereof.
6. Section 13.07(a) of the Credit Agreement is hereby amended by (i)
deleting the reference to "except for the election of the LIFO inventory
price index computation method of computing inventory (and cost of goods
sold) as referenced below, and as otherwise specifically provided herein,"
appearing in the first proviso thereto, (ii) deleting the reference to "(i)"
appearing in the second proviso thereto and (iii) deleting clause (a) of the
second proviso thereto in its entirety.
7. The Borrower hereby acknowledges that it has failed to comply with
(A) the requirements of Section 4.02(e) as it relates to (i) the $1,000,000
in Equity Financing proceeds received from the Management Participants on or
about June 30, 1997 and (ii) $200,000 in equity proceeds received from
employees of Equitable Securities Corp. on or about June 30, 1997
(collectively, the "Equity Proceeds") and (B) the requirements of Section
13.07(a)(ii) relating to the Borrower's use of the LIFO inventory accounting
method. The Banks hereby waive compliance by the Borrower with Section
4.02(e) of the Credit Agreement solely with respect to the Equity Proceeds
and Section 13.07(a)(ii), and any Default or Event of Default that may exist
solely as a result of the failure to comply with such Section 4.02(e) as it
relates to the Equity Proceeds and Section 13.07(a)(ii). The parties hereto
further agree that no Default or Event of Default arising as a result of a
failure to comply with Section 4.02(e) of the Credit Agreement solely in
respect of the Equity Proceeds, and Section 13.07(a)(ii) shall be deemed to
exist under Section 6.01 of the Credit Agreement or with respect to any
misrepresentation arising in connection with a Notice of Borrowing in respect
of Section 4.02(c) of the Credit Agreement as it relates to the Equity
Proceeds, or Section 13.07(a)(ii).
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8. In order to induce the Banks to enter into this Amendment, each of
Parent, Holdings, Tri-Star 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 Third Amendment Effective Date (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 Third
Amendment Effective Date (as defined herein); in each case after giving
effect to this Amendment.
9. 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.
10. 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.
11. 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.
12. This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when each of Parent, Holdings, Tri-Star 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.
13. From and after the Third 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.
* * * *
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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.
MAPLE LEAF AEROSPACE, INC.
By: /s/ Xxxx Childress
-------------------------------
Title: V.P. Finance
AEROSPACE ACQUISITION CORP.
By: /s/ Xxxx Childress
-------------------------------
Title: V.P. Finance
TRI-STAR AEROSPACE INC.
By: /s/ Xxxx Childress
-------------------------------
Title: V.P. Finance
TRI-STAR AEROSPACE CO.
By: /s/ Xxxx Childress
-------------------------------
Title: V.P. Finance
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BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ Payson X. Xxxxxxxxx
-------------------------------
Title: Vice President
KEYBANK N.A.
By: /s/ Xxxxxx [illegible]
-------------------------------
Title: Vice President
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Xxxxxx X. Xxxx
-------------------------------
Title: Assistant Portfolio Manager
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Sr. Vice Pres. & Director
LASALLE NATIONAL BANK
By: /s/ [illegible]
-------------------------------
Title: First Vice President
PRIME INCOME TRUST
By: /s/ [illegible]
-------------------------------
Title:
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:
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