Exhibit 10.7
AMENDMENT ONE TO REVOLVING LOAN AGREEMENT
This Amendment One is dated as of October 1, 2005 and is made by Piedmont
Aviation Component Services, LLC, a North Carolina limited liability company
(hereinafter, the "Borrower"), and Bank Leumi USA (hereinafter, the "Bank"),
amending the Revolving Loan Agreement between the parties dated as of July 6,
2005 (the "Loan Agreement").
STATEMENT OF THE PREMISES
Borrower and Bank previously entered into the Loan Agreement, pursuant to
which Bank established a revolving credit loan facility for Borrower. Borrower
and Bank wish to amend certain of the provisions in the Loan Agreement to
provide for an overdraft facility for Borrower thereunder.
STATEMENT OF CONSIDERATION
Accordingly, in consideration of the premises, and under the authority of
Section 5-1103 of the New York General Obligations Law, the parties hereto agree
as follows:
AGREEMENT
1. DEFINED TERMS. The terms "this Agreement", "hereunder" and similar references
in the Loan Agreement shall be deemed to refer to the Loan Agreement as amended
hereby. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Loan Agreement.
2. AMENDMENT. Effective as of the date hereof, the Loan Agreement is hereby
amended as follows:
2.1 Section 2.02 of the Loan Agreement is amended by adding Subsection (d)
thereto, reading in its entirety as follows:
(d) Subject to the terms and conditions of this Agreement, the
Bank extends to the Borrower an overdraft facility (the "Overdraft
Facility") with respect to the checking account held at the Bank in
the name of the Borrower and bearing the following number:
2265080618 (the "Account"). The sole method by which the Borrower
may make use of the Overdraft Facility shall be to draw against the
Account a check in a face amount which, when deducted from the
pre-existing balance of the Account by the Bank in the ordinary
course of payment of the check (together with such charges as may be
imposed from time to time by the Bank with respect to payment of
checks drawn against the Account), would result in the Account
having a negative balance. Presentment of such check to the Bank
shall constitute a request by the Borrower for, and the honor of
such check by the Bank shall constitute, an advance under, the
Overdraft Facility in an amount equal to (a) the sum of (i) the face
amount of the check and (ii) the charges referred to in the
preceding sentence, or (b) if less, the amount by which the sum of
items (i) and (ii) above exceeds any credit balance existing in the
Account at the time when payment of such check would be made in the
ordinary course by the Bank. Each advance by the Bank pursuant to
the Overdraft Facility shall constitute a Reference Rate Loan.
Provided however, the aggregate principal amount of all Revolving
Loans
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outstanding at any time pursuant to and under the Overdraft Facility
shall not exceed $1,000,000 and no Revolving Loan under the
Overdraft Facility shall be available to the Borrower if, after
giving effect thereto, the aggregate principal amount of all
Revolving Loans outstanding would exceed the amount of the Revolving
Loan Commitment.
2.2 Section 2.06(b) of the Loan Agreement is amended to read in its
entirety as follows:
(b) If at any time either the Revolving Loan Commitment or the
Borrowing Base shall be less than the outstanding aggregate
principal amount of the Revolving Loans (including Revolving
Loans made or deemed to have been made pursuant to Sections
2.02(a), (b), (c) or (d)), and if the Bank shall deliver a
written demand to the Borrower to do so, the Borrower shall
immediately prepay the principal of the Revolving Loans to the
extent necessary so that the outstanding aggregate principal
amount of the Revolving Loans shall not exceed the lesser of
the Revolving Loan Commitment or the Borrowing Base, In
addition and without limitation of the foregoing, if at any
time the aggregate principal amount of all Revolving Loans
attributable to advances made pursuant to the Overdraft
Facility provided under Section 2.02(d) shall exceed
$1,000,000, and if the Bank shall deliver a written demand to
the Borrower to do so, the Borrower shall immediately prepay
the principal of such Revolving Loans to the extent necessary
so that the outstanding aggregate principal amount of such
Revolving Loans shall not exceed $1,000,000.
3. LEGAL FEES. The Borrower agrees to pay all reasonable fees, disbursements and
charges of legal counsel incurred by the Bank in connection with the preparation
and closing of this Amendment (the "Legal Costs"); provided that the Legal Costs
shall not exceed $1,500. Failure by the Borrower to pay the Legal Costs within
thirty days after its receipt of a request for payment thereof shall be deemed
to be a breach of covenant under Section 7.01(b) of the Loan Agreement.
4. EFFECT ON THE LOAN AGREEMENT. Except as specifically amended above, the Loan
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
5. EXECUTION IN COUNTERPARTS. This Amendment One may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed to
be an original and all or which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page to this
Amendment One by telecopier or other form of electronic signature shall be
effective as delivery of a manually executed counterpart of this Amendment One.
6. GOVERNING LAW. Pursuant to Section 5-1401 of the New York General Obligations
Law, the whole of this Amendment One and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with,
the laws of the State of New York.
{SIGNATURE PAGE FOLLOWS.}
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment One to
be executed and delivered by their respective representatives thereunto duly
authorized, as of the date first above written.
BORROWER
PIEDMONT AVIATION COMPONENT SERVICES,
LLC
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
By: /s/ Israel Ofen
---------------------------
Name: Israel Ofen
Title:
BANK
BANK LEUMI USA
By:
---------------------------
Name:
Title:
By:
---------------------------
Name:
Title:
GUARANTOR
ACKNOWLEDGED AND AGREED
LIMCO-AIREPAIR, INC.
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Name: Xxxxx Xxxxxxxx
Title: CEO
