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AMENDMENT NO. 4
TO
CREDIT AGREEMENT
Amendment No. 4, dated March 26, 1998, (the "AMENDMENT") to Credit
Agreement, dated June 12, 1997 as amended prior to this date, (the
"AGREEMENT") by and between XXXXXX LEASE FINANCE CORPORATION, a California
corporation ("XXXXXX") and CORESTATES BANK, N.A., a national banking
association ("CORESTATES BANK", "CORESTATES" or the "BANK"). All capitalized
terms used herein and not otherwise defined shall have the respective
meanings ascribed to them in the Agreement.
PRELIMINARY STATEMENT
WHEREAS, Xxxxxx has requested that CoreStates Bank agree to finance
certain de Havilland aircraft along with the engines and propellers attached
thereto,
WHEREAS, CoreStates Bank is willing to agree to such request on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and promises
hereinafter set forth and intending to be legally bound hereby, the parties
hereto agree as follows:
1. SECTION 1.1 OF THE AGREEMENT. The definition "Category A
Equipment" is hereby amended and restated in its entirety to read as
follows:
"CATEGORY A EQUIPMENT" shall mean equipment purchased
by Xxxxxx from unaffiliated Persons and which is either
(1) the subject of an Eligible Lease or (2) held for
sale or lease to unaffiliated Persons. Category A
Equipment shall be composed of Stage III compliant jet
engines which are less than 15 years from the date of
manufacture and are suitable for use in major aircraft
manufactured by The Boeing Co., XxXxxxxxx Xxxxxxx Corp.
or Airbus Industrie. Category A Equipment also shall
include (i) three de Havilland DHC-8-102 turbo prop
aircraft, six Xxxxx & Whitney Model PW120A aircraft
engines, six Xxxxxxxx Standard Model 14SF four-blade
propellers and three Xxxxx & Whitney Model PW120A spare
engines, each as more fully described in Exhibit F
attached hereto, which will be purchased from FINOVA
Capital Corporation and which are subject to existing
leases to Horizon Air Industries, Inc. and (ii) two de
Havilland Dash 8-103 turbo prop aircraft, four Xxxxx &
Whitney
Amendment No. 4 to
Credit Agreement -1- March 26, 1998
Model PW121 engines and four Xxxxxxxx Standard
Model 14 SF-7 propellers, each as more fully described
in Exhibit F attached hereto which will be purchased
from de Havilland Corporation and leased to Aloha
Islandair, Inc."
2. REPRESENTATIONS AND WARRANTIES. Xxxxxx hereby restates the
representations and warranties made in the Agreement, including but not
limited to Article 3 thereof, on and as of the date hereof as if originally
given on this date.
3. COVENANTS. Xxxxxx hereby represents and warrants that it is in
compliance and has complied with each and every covenant set forth in the
Agreement, including but not limited to Articles 5 and 6 thereof, on and as
of the date hereof.
4. CORPORATE AUTHORIZATION AND DELIVERY OF DOCUMENTS. CoreStates
shall have received copies, certified as of the date hereof, of all
action taken by Xxxxxx and any other necessary Person to authorize this
Amendment and such other papers as CoreStates shall require.
5. AFFIRMATION. Xxxxxx hereby affirms its absolute and
unconditional promise to pay to CoreStates Bank the Loans and all other
amounts due under the Agreement and any other Loan Document on the maturity
date(s) provided in the Agreement or any other Loan Document, as such
documents may be amended hereby.
6. EFFECT OF AMENDMENT. This Amendment amends the Agreement only to
the extent and in the manner herein set forth, and in all other respects the
Agreement is ratified and confirmed.
7. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as
if the signatures hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed by their duly authorized representatives as of the date
first above written.
XXXXXX LEASE FINANCE CORPORATION
By /s/ Xxxxx X. XxXxxxx
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Name: Xxxxx X. XxXxxxx
Title: Chief Financial Officer
CORESTATES BANK, N.A.
By /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Vice President
Amendment No. 4 to
Credit Agreement -2- March 26, 1998
