SECOND AMENDMENT
SECOND AMENDMENT (the "Amendment"), dated as of August 4, 1997, among
MAPLE LEAF AEROSPACE, INC. ("Parent"), AEROSPACE ACQUISITION CORP.
("Holdings"), TRI-STAR AEROSPACE, INC. (f/k/a AEROSPACE MERGER SUB I, 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 that certain provision of the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 9.02(d) of the Credit Agreement is hereby amended by inserting
immediately following the reference to "(x)" contained therein, the following
new language: "except in the case of a sale of Obsolete Inventory to Specaero,
Inc. in exchange for an interest bearing promissory note equal to not less than
5% of the original book value of such Obsolete inventory and a cash commission
on the sale of such Obsolete Inventory equal to not less than 50% of Specaero,
Inc.'s sale proceeds from such Obsolete Inventory,".
2. Section 11 of the Credit Agreement is hereby amended by inserting the
following new definition in proper alphabetical order:
"Obsolete Inventory" shall mean inventory of Tri-Star Holdings and its
Subsidiaries which (i) has been reserved against on the consolidated
balance sheet of Parent and its Subsidiaries and (ii) in the reasonable
judgment of management, is no longer saleable in the ordinary course of
business or is uneconomic for sale in the ordinary course of business,
PROVIDED that Obsolete inventory shall not include part numbers which have
been sold in the ordinary course of business during the two years prior to
its sale to Specaero, Inc. and at no time shall more than 5% of parts
designated as Obsolete inventory consist of parts purchased by Tri-Star
Holdings or any of its Subsidiaries after January 1, 1994.
3. 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 Second 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 Second Amendment Effective
Date (as defined herein) 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 "Second
Amendment Effective Date") when each of Parent, Holdings, Tri-Star Holdings,
the Borrower, and the Required Banks 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.
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8. From and after the Second 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/ Xxxxx XxXxxxx
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Title: EVP & CFO
AEROSPACE ACQUISITION CORP.
By: /s/ Xxxxx XxXxxxx
-----------------------------------
Title: EVP & CFO
TRI-STAR AEROSPACE INC.
By: /s/ Xxxxx XxXxxxx
-----------------------------------
Title: EVP & CFO
TRI-STAR AEROSPACE CO.
By: /s/ Xxxxx XxXxxxx
-----------------------------------
Title: EVP & CFO
BANKERS TRUST COMPANY
By: /s/ (Illegible)
-----------------------------------
Title: XX
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: /s/ XXXXXX XXXXXXXX
-----------------------------------
Title: XXXXXX XXXXXXXX, CFA
AUTHORIZED SIGNATORY
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: /s/ XXXXXX XXXXXXXX
-----------------------------------
Title: XXXXXX XXXXXXXX, CFA
AUTHORIZED SIGNATORY
KEYBANK N.A.
By: /s/ XXXXXX X. XXXXXXXXX
-----------------------------------
Title: XXXXXX X. XXXXXXXXX
VICE PRESIDENT
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ XXXXX X. PAGE
-----------------------------------
Title: Xxxxx X. Page
Vice President
LASALLE NATIONAL BANK
By: /s/ (Illegible)
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Title: First Vice President
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------
Title: XXXXXXX X. XXXXXXX
Senior Vice President & Director
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ XXXXXX X. XXXX
-----------------------------------
Title: XXXXXX X. XXXX
ASSISTANT PORTFOLIO MANAGER
