EXHIBIT 10.52
SIXTH AMENDMENT
SIXTH AMENDMENT, dated as of April 7, 1999 (this "Amendment"), to
the Credit Agreement, dated as of October 16, 1996, as heretofore amended
(the "Credit Agreement"), among GULFSTREAM DELAWARE CORPORATION, a Delaware
corporation (the "Company"), the several lenders from time to time parties
thereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, the Lenders and the Administrative Agent
are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Administrative Agent
and the Required Lenders amend certain provisions of the Credit Agreement;
and
WHEREAS, the Administrative Agent and the Required Lenders are
agreeable to the requested amendments, but only on the terms and subject to
the conditions set forth herein;
NOW THEREFORE, in consideration of the premises herein contained
and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein which are defined in the Credit Agreement are used herein
as therein defined.
2. Amendment to Subsection 1.1. (a) Subsection 1.1 of the Credit
Agreement is hereby amended by inserting at the end of the definition for
"Applicable Margin" in such subsection the following:
"Notwithstanding the foregoing, from the `Closing Date' of the
Term Loan Agreement and until the date which is six months
thereafter, the Applicable Margin for Eurodollar Loans will not
be less than 1.00%."
(b) Subsection 1.1 of the Credit Agreement is hereby further
amended by inserting after the words "is less than 1.50 to 1.00" where they
appear in the definition for "Leverage Ratio Level VI" in such subsection
the words "but greater than or equal to 0.75 to 1.00".
(c) Subsection 1.1 of the Credit Agreement is hereby further
amended by inserting after the words "other than the Loans and other
Obligations" where they appear in the definition for "Net Proceeds" in such
subsection the words "and obligations under the Term Loan Agreement".
(d) Subsection 1.1 of Credit Agreement is hereby further amended
by adding the following new definitions in the appropriate alphabetical
order:
"' Collateral Agent': Chase, in its capacity as collateral
agent under the Pledge Agreements and any security agreements
executed and delivered pursuant to subsection 7.8."
"' Leverage Ratio Level VII': shall exist on an Adjustment
Date if the Leverage Ratio for the period of four consecutive
fiscal quarters ending on the last day of the period covered by
the financial statements relating to such Adjustment Date is less
than 0.75 to 1.00."
"' Term Loan Agreement': the Term Loan Agreement, dated as
of April 15, 1999, as amended, supplemented or otherwise modified
from time to time, among the Company, the several lenders from
time to time parties thereto and the Administrative Agent."
3. Amendment to Subsection 7.8(a). Subsection 7.8(a) of the
Credit Agreement is hereby amended by deleting the phrase ", at any time
that the Leverage Ratio then in effect is not less than or equal to
1.5:1.0," where it appears in such subsection.
4. Amendments to Subsection 8.1. (a) Subsection 8.1(h) of the
Credit Agreement is hereby amended by deleting the word "and" where it
appears at the end of such subsection.
(b) Subsection 8.1(i) of the Credit Agreement is hereby amended
by deleting the period at the end of such subsection and substituting in
lieu thereof ";and".
(c) Subsection 8.1 of the Credit Agreement is hereby amended by
adding the following new paragraph (j) at the end of such subsection:
"(j) Indebtedness incurred under the Term Loan Agreement."
5. Amendments to Subsection 8.2. (a) Subsection 8.2(n) of the
Credit Agreement is hereby amended by deleting the word "and" where it
appears at the end of such subsection.
(b) Subsection 8.2(o) of the Credit Agreement is hereby amended
by deleting the period at the end of such subsection and substituting in
lieu thereof ";and".
(c) Subsection 8.2 of the Credit Agreement is hereby amended by
adding the following new paragraph (p) at the end of such subsection:
"(p) Liens securing Indebtedness incurred under the Term Loan
Agreement."
6. Amendment to Subsection 9(e). Subsection 9(e) of the Credit
Agreement is hereby amended by inserting after the words "would equal or
exceed $10,000,000; or" where they appear in such subsection the words "an
Event of Default shall occur and be continuing under the Term Loan
Agreement; or".
7. Amendment to Subsection 10.8. Subsection 10.8 of the Credit
Agreement is hereby amended by adding at the end of such subsection the
following sentence:
"Each Lender acknowledges that Chase is the administrative agent
and a lender under the Term Loan Agreement."
8. Amendment to Section 10. Section 10 of the Credit Agreement is
hereby amended by adding at the end of such Section the following new
subsection 10.10:
"10.10. Collateral Agent. Each Lender irrevocably designates
and appoints Chase as the Collateral Agent under the Pledge
Agreements and any security agreements executed and delivered
pursuant to subsection 7.8. Each Lender agrees that the
Collateral Agent shall be entitled to the same rights and
indemnities in its capacity as such as is the Administrative
Agent and the provisions of this Section 10 shall apply to the
Collateral Agent to the same extent they apply to the
Administrative Agent, mutatis mutandis."
9. Amendment to Subsection 11.1(a). Subsection 11.1(a) of the
Credit Agreement is hereby amended by deleting the phrase ", provided that
no vote or consent of the Administrative Agent or any Lender shall be
required to release automatically the Collateral under any Pledge Agreement
in accordance with the terms thereof at any time that the Leverage Ratio is
1.5:1.0 or less" where it appears in such subsection.
10. Amendment to Subsection 11.5. Subsection 11.5(a) of the
Credit Agreement is hereby amended by inserting immediately after the
phrase "to pay or reimburse the Administrative Agent" where it appears in
such subsection the parenthetical "(which term shall include the Collateral
Agent for purposes of this subsection 11.5)".
11. Amendment to Annex A. Annex A to the Credit Agreement is
hereby amended by deleting the Pricing Grid contained therein in its
entirety and substituting in lieu thereof the following:
Pricing Grid
------------
Eurodollar ABR Commitment
Leverage Ratio Level Applicable Margin Applicable Margin Fee Rate
-------------------- ----------------- ----------------- --------
I 2.25% 1.25% 0.500%
II 2.00% 1.00% 0.375%
III 1.75% 0.75% 0.375%
IV 1.50% 0.50% 0.300%
V 1.25% 0.25% 0.300%
VI 1.00% 0% 0.250%
VII 0.75% 0% 0.250%
12. Further Amendments. The Credit Agreement is hereby further
amended by deleting the term "Administrative Agent" where it appears in the
definitions of "Company Pledge Agreement", "Holdings Pledge Agreement" and
"Subsidiary Pledge Agreement" and in subsections 4.6(b)(ii), 6.1(b),
7.8(a), 7.8(c)(i), 7.8(d), 8.6(f) and 9(j)(i) and substituting in lieu
thereof in each case the term "Collateral Agent".
13. Pledge Agreements. (a) Each Pledge Agreement is hereby
amended by deleting subsection 7(c) of such Pledge Agreement in its
entirety.
(b) The Lenders hereby authorize the Administrative Agent and the
Collateral Agent to enter into such modifications to the forms of the
Pledge Agreements as they decide in their reasonable discretion will enable
the Obligations to be secured equally and ratably with the obligations of
Holdings, the Company and their Subsidiaries under the Term Loan Agreement.
14. Guarantees. The Lenders hereby authorize the Administrative
Agent and the Collateral Agent to enter into such modifications to the
forms of the Guarantees as they decide in their reasonable discretion will
enable the Obligations to be secured equally and ratably with the
obligations of Holdings, the Company and their Subsidiaries under the Term
Loan Agreement.
15. Effectiveness. This Amendment shall become effective as of
the date (the "Effective Date") the Administrative Agent shall have
received counterparts hereof duly executed by the Company, the
Administrative Agent and the Required Lenders.
16. Representations and Warranties. The Company hereby represents
and warrants that each of the representations and warranties in or pursuant
to Section 5 of the Credit Agreement or which are contained in any other
Credit Document or in any certificate, document or financial or other
statement furnished by or on behalf of Holdings, the Company or any
Subsidiary thereof shall be, after giving effect to this Amendment, true
and correct in all material respects as if made on and as of the date
hereof (unless such representations and warranties are stated to relate to
a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier
date).
17. Continuing Effect of Credit Agreement. This Amendment shall
not be construed as a waiver or consent to any further or future action on
the part of the Company that would require a waiver or consent of the
Administrative Agent and/or the Lenders. Except as amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
18. Counterparts. This Amendment may be executed in counterparts
and all of the said counterparts taken together shall be deemed to
constitute one and the same instrument.
19. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
20. Expenses. The Company agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of
this Amendment, including, without limitation, the fees and disbursements
of counsel to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date
first written above.
GULFSTREAM DELAWARE CORPORATION
By:/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Treasurer
THE CHASE MANHATTAN BANK,
as Administrative Agent and as
a Lender
By:/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Title: Managing Director
ARAB BANKING CORP.
By:/s/ Xxxxxx Xxxxxx
---------------------------------
Title: Vice President
BANK OF AMERICA, NT&SA
By:/s/ Xxxxxxxx X. Xxxxx
---------------------------------
Title: Vice President
BANK OF NEW YORK
By:/s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST
By:
---------------------------------
Title:
CAPTIVA FINANCE LTD.
By:/s/ Xxxx X. Xxxxxxxxx
---------------------------------
Title: Director
CERES FINANCE LTD.
By:/s/ Xxxx X. Xxxxxxxxx
---------------------------------
Title: Director
MEDICAL LIABILITY MUTUAL INSURANCE
By: Chancellor LGT Senior Secured
Management, Inc., as Investment Manager
By:
---------------------------------
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:
---------------------------------
Title:
By:
---------------------------------
Title:
CITIBANK, N.A.
By:/s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Director
CREDIT LYONNAIS
By:/s/ Philippe Soustra
---------------------------------
Title: Senior Vice President
SUN TRUST BANK, ATLANTA
By:/s/ R. Michael [ILLEGIBLE]
---------------------------------
Title: First Vice President
By:/s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Banking Officer
BANKBOSTON, N.A.
By:/s/ Xxxxxx X. Xxxxxxxxx
---------------------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Vice President
INDUSTRIAL BANK OF JAPAN, LTD.
By:
---------------------------------
Title:
KREDIETBANK
By:
---------------------------------
Title:
LTCB TRUST COMPANY
By:
---------------------------------
Title:
XXXXXX COMMERCIAL PAPER INC.
By:/s/ Xxxxxxx Xxxxxxx
---------------------------------
Title: Authorized Signatory
HSBC BANK USA
[formerly Marine Midland Bank]
By:/s/ Xxxxxxxxxxx X. Xxxxxx
---------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management,
L.P., as Investment Advisor
By:
---------------------------------
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
---------------------------------
Title:
MITSUBISHI TRUST & BANKING
CORPORATION
By:
---------------------------------
Title:
NATIONSBANK, N.A.
By:/s/ Xxxxxxxx X. Xxxxx
---------------------------------
Title: Vice President
PNC BANK, N.A.
By:
---------------------------------
Title:
SOCIETE GENERALE
By:/s/ [ILLEGIBLE]
---------------------------------
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By:/s/ [ILLEGIBLE]
---------------------------------
Title: Senior Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By:/s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Senior Vice President
and Director
KZH III LLC
By:/s/ Xxxxxxxx Xxxxxx
---------------------------------
Title: Authorized Agent
The undersigned guarantors hereby
consent to the foregoing Amendment:
GULFSTREAM AEROSPACE CORPORATION,
a Delaware Corporation
By:
---------------------------------
Title:
GULFSTREAM AEROSPACE CORPORATION,
a Georgia Corporation
GULFSTREAM AEROSPACE CORPORATION,
D/B/A GULFSTREAM AEROSPACE
TECHNOLOGIES, an Oklahoma
Corporation
GULFSTREAM AEROSPACE CORPORATION,
a California Corporation
By:
---------------------------------
Title:
