1
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made
and entered into as of September 17,1997, by and among KITTY HAWK, INC., a
Delaware corporation ("Kitty Hawk"), AIRCRAFT LEASING, INC., a Texas
corporation ("Leasing"), KITTY HAWK AIRCARGO, INC., a Texas corporation
("Aircargo"), KITTY HAWK CHARTERS, INC., a Texas corporation ("Charters"),
SKYFREIGHTERS CORPORATION, a Texas corporation ("Skyfreighters"), XXXXX FARGO
BANK (TEXAS), NATIONAL ASSOCIATION ("Xxxxx Fargo"), a national banking
association, BANK ONE, TEXAS, N.A. ("Bank One"), a national banking
association, and XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION, a national
banking association, as agent for itself and the other Lenders (in such
capacity, together with its successors and assigns in such capacity, "Agent").
R E C I T A L S:
A. Pursuant to that certain Amended and Restated Credit Agreement
dated as of August 14, 1996, by and among Kitty Hawk, Leasing, Aircargo,
Charters, Skyfreighters, Xxxxx Fargo, Bank One and the other (if any) lending
institutions which are parties thereto and their successors and assigns
(individually a "Lender" and collectively "Lenders") and Agent (as amended by
those certain letter agreements dated as of August 14, 1996 and June 1, 1996,
the "Credit Agreement"), one or more of Lenders agreed to provide a
$15,000,000.00 Revolving Credit Loans facility to Kitty Hawk (for use by Kitty
Hawk and its Subsidiaries), a $12,744,000.45 Term Loans A facility to Leasing,
a $11,225,000.00 Term Loans B facility to Leasing and a $ 10,000,000.00 Term
Loans C facility to Leasing.
B. Kitty Hawk, Leasing, Aircargo, Charters and Skyfreighters have
requested that Lenders increase the Revolving Credit Loans facility to
$60,900,000.00 to facilitate the acquisition of additional aircraft by Aircargo
and to amend the Credit Agreement in certain other respects, and Agent and
Lenders are willing to comply with such request subject to the terms and
provisions of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE 1
Definitions
Section 1.1 Definitions. Unless otherwise defined in this
Amendment, each capitalized term used in this Amendment has the meaning given
to such term in the Credit Agreement (as amended by this Amendment).
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 1
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ARTICLE 2
Amendments to Credit Agreement
Section 2.1 Amended and Restated Definitions. The following
definitions set forth in Section 1.1 of the Credit Agreement are hereby amended
and restated to read in their entirety as follows:
"'Aircraft D' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N6827,
Manufacturer's Serial No. 20180, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment and avionics installed in or appurtenant to such airframe
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
___________, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665198, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 654095."
"'Aircraft E' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N854AA,
Manufacturer's Serial No. 20995, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's Serial No.
665206, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's
Serial No. 666105, and (iv) one Xxxxx & Whitney JT8D9A Engine,
Manufacturer's Serial No. __________."
"'Aircraft F' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N855AA,
Manufacturer's Serial No. 20996, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment and avionics installed in or appurtenant to such airframe
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
665851, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. ___________, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 657315."
"'Aircraft Acquisition Letter' means a letter executed by a
Responsible Officer of Leasing or Aircargo (as applicable, whichever
Person is to be the owner of the Acquired Aircraft) in the form of
Exhibit "H" hereto, appropriately completed, which contains
information regarding a particular Acquired Aircraft."
"'Aircraft Acquisitions' means the acquisition (by lease or
purchase), enhancement and/or modification of any aircraft, engine,
propeller, appliance or spare part owned by Leasing or Aircargo for
use in the ordinary course of business of Leasing or Aircargo,
respectively."
"'Revolving Credit Loans Maturity Date' means (a) as to the
Revolving Credit Loans other than the AIA Fleet Advance, December 31,
1998, and (b) as to each portion of the principal amount of the
Revolving Credit Loans constituting the AIA Advance, the date upon
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which such principal amount is due in accordance with Section 2.3(a)
(the last of which dates shall be June 30, 2001)."
Section 2.2 New Definitions. Section 1.1 of the Credit Agreement
is hereby further amended to add the following new terms and definitions
thereof, which terms and definitions shall appear in alphabetical order in such
Section 1.1:
"'AIA Acquisition Agreement' means that certain Agreement for
Sale and Purchase of AIA 727 Fleet dated as of July 31, 1997, among
American International Airways, Inc., Kalitta Flying Services, Inc.,
Xxxxxx Xxxxxxx, Aircargo and Kitty Hawk."
"'AIA Aircraft' means Aircraft O, Aircraft P, Aircraft Q,
Aircraft R, Aircraft S, Aircraft T, Aircraft U, Aircraft V, Aircraft
W, Aircraft X, Aircraft Y, Aircraft Z, Aircraft AA, Aircraft AB,
Aircraft AC and Aircraft AD."
"'AIA Fleet Advance' means the Revolving Credit Loans in the
aggregate amount of $45,900,000 made by Lenders to Kitty Hawk on the
First Amendment Date to finance the purchase by Aircargo of the AIA
Aircraft pursuant to the AIA Acquisition Agreement."
"'Aircraft M' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N79746,
Manufacturer's Serial No. 22449, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-15 Engine, Manufacturer's Serial No.
700766, (iii) one Xxxxx & Whitney JT8D-15 Engine, Manufacturer's
Serial No. 700776, and (iv) one Xxxxx & Xxxxxxx JT8D-15 Engine,
Manufacturer's Serial No. 700777."
"'Aircraft N' means, collectively, (i) one Xxxxxx 000-0X0
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N284US,
Manufacturer's Serial No. 21108, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-15 Engine, Manufacturer's Serial No.
695270, (iii) one Xxxxx & Xxxxxxx JT8D-15 Engine, Manufacturer's
Serial No. 687659, and (iv) one Xxxxx & Whitney JT8D-15 Engine,
Manufacturer's Serial No. 708393."
"'Aircraft O' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N719CK (formerly
N6806), Manufacturer's Serial No.19481, together with any and all
parts, appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
649038, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 654584, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 665195."
"'Aircraft P' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N255US,
Manufacturer's Serial No. 19974, together with any
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and all parts, appliances, components, instruments, accessories,
accessions, equipment, and avionics installed in or appurtenant to
such airframe, (ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665401, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 649240, and (iv) one Xxxxx & Whitney JT8D-
9A Engine, Manufacturer's Serial No. 665357."
"'Aircraft Q' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N856AA,
Manufacturer's Serial No. 20997, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
653766, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665228, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 666119."
"'Aircraft R' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N858AA,
Manufacturer's Serial No. 21085, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's Serial No.
666095, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's
Serial No. 666098, and (iv) one Xxxxx & Whitney JT8D-9A Engine,
Manufacturer's Serial No. 666059."
"'Aircraft S' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N6831,
Manufacturer's Serial No. 20184, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
666253, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665419, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 654979."
"'Aircraft T' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N6834,
Manufacturer's Serial No. 20187, together with any and all parts,
appliances, components, instruments, accessories, accessions,,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's Serial No.
666123, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's
Serial No. 666354, and (iv) one Xxxxx & Whitney JT8D-9A Engine,
Manufacturer's Serial No. 654076."
"'Aircraft U' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N6808,
Manufacturer's Serial No.19483, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
666034, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665214, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 665280."
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"'Aircraft V' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N6811,
Manufacturer's Serial No.19486, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's Serial No.
666031, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's
Serial No. 666125, and (iv) one Xxxxx & Whitney JT8D-9A Engine,
Manufacturer's Serial No. 654009."
"'Aircraft W' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N6816,
Manufacturer's Serial No. 19491, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
665188, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665232, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 665190."
"'Aircraft X' means, collectively, (i) one Xxxxxx 000-00
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N1908,
Manufacturer's Serial No. 19183, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-7B Engine, Manufacturer's Serial No.
654427, (iii) one Xxxxx & Xxxxxxx JT8D-7B Engine, Manufacturer's
Serial No. 654417, and (iv) one Xxxxx & Whitney JT8D-7B Engine,
Manufacturer's Serial No. 654365."
"'Aircraft Y' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N729CK (formerly
N6807), Manufacturer's Serial No. 19482, together with any and all
parts, appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
649269, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 665955, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 665452."
"'Aircraft Z' means, collectively, (i) one Xxxxxx 000-00X
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N727CK,
Manufacturer's Serial No. 19195, together with any and all parts,
appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's Serial No.
666035, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's
Serial No. 666109, and (iv) one Xxxxx & Whitney JT8D-9A Engine,
Manufacturer's Serial No. 654884."
"'Aircraft AA' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N72OCK (formerly
N6812), Manufacturer's Serial No. 19487, together with any and all
parts, appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
665365, (iii) one Xxxxx & Whitney
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JT8D-9A Engine, Manufacturer's Serial No. 665248, and (iv) one Xxxxx &
Whitney JT8D-9A Engine, Manufacturer's Serial No. 666137."
"'Aircraft AB' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N722CK (formerly
N6810), Manufacturer's Serial No. 19485, together with any and all
parts, appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
665466, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 649124, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 665160."
"'Aircraft AC' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N723CK (formerly
N6838), Manufacturer's Serial No. 20191, together with any and all
parts, appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's Serial No.
665348, (iii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's
Serial No. 665395, and (iv) one Xxxxx & Whitney JT8D-9A Engine,
Manufacturer's Serial No. 665464."
"'Aircraft AD' means, collectively, (i) one Xxxxxx 000-000
xxxxxxxx, Xxxxxx Xxxxxx Aircraft Registration Number N706CA (formerly
N6821), Manufacturer's Serial No. 19496, together with any and all
parts, appliances, components, instruments, accessories, accessions,
equipment, and avionics installed in or appurtenant to such airframe,
(ii) one Xxxxx & Xxxxxxx JT8D-9A Engine, Manufacturer's Serial No.
666153, (iii) one Xxxxx & Whitney JT8D-9A Engine, Manufacturer's
Serial No. 666346, and (iv) one Xxxxx & Xxxxxxx JT8D-9A Engine,
Manufacturer's Serial No. 666196."
"'First Amendment' means that certain First Amendment to
Credit Agreement dated as of September 17, 1997, executed by Kitty
Hawk, Leasing, Aircargo, Charters, Skyfreighters, Xxxxx Fargo, Bank
One and Agent."
"'First Amendment Date' means September 17, 1997."
Section 2.3 Other Definitions. Section 1.1 of the Credit
Agreement is hereby further amended as follows:
(a) The phrase "three Interest Periods" contained in
clause (c) of the definition of the term "Interest Period" is amended
and restated to read "five Interest Periods"; and
(b) The last sentence of the definition of the term
"Revolving Credit Loans Commitment" is amended and restated to read in
its entirety as follows: "As of the First Amendment Date, the
aggregate principal amount of the Revolving Credit Loans Commitments
is $60,900,000.".
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Section 2.4 Revolving Credit Loans. Section 2.1(a) of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
"(a) Revolving Credit Loans. Subject to the terms and
conditions of this Agreement (including, without limitation, Section
2.13), each Revolving Credit Loans Lender severally agrees to make one
or more revolving credit loans to Kitty Hawk from time to time from
and including the Closing Date to but excluding the Revolving Credit
Loans Maturity Date in an aggregate principal amount outstanding not
to exceed the positive remainder of (i) the amount of such Lender's
Revolving Credit Loans Commitment as then in effect, minus (ii) such
Lender's Commitment Percentage of the Letter of Credit Liabilities
then outstanding (such revolving credit loans referred to in this
Section 2.1 (a) now or hereafter made by Lenders to Kitty Hawk from
and including and after the Closing Date are hereinafter collectively
called the "Revolving Credit Loans"); provided, however, that (A)
Lenders will make the AIA Fleet Advance to Kitty Hawk on the First
Amendment Date if all the conditions precedent to such advance set
forth in this Agreement and the First Amendment are satisfied and (B)
neither the AIA Fleet Advance nor any portion thereof nor any amount
represented thereby may be repaid and then reborrowed. Subject to the
foregoing limitations and the other terms and conditions of this
Agreement, Kitty Hawk may borrow, repay and reborrow the Revolving
Credit Loans hereunder; provided, however, that the AIA Fleet Advance
shall be made on the First Amendment Date and neither the AIA Fleet
Advance nor any portion thereof nor any amount represented thereby may
be repaid and then reborrowed. Kitty Hawk agrees to borrow Revolving
Credit Loans on the Closing Date for the purpose of paying the amounts
specified in the first sentence of Section 2.10(a)."
Section 2.5 Repayment of Revolving Credit Loans. Section 2.3(a)
of the Credit Agreement is hereby amended and restated to read in its entirety
as follows:
"(a) Kitty Hawk shall pay to Agent for the account of the
Revolving Credit Loans Lenders the outstanding principal of the
Revolving Credit Loans (and the outstanding principal of the Revolving
Credit Loans shall be due and payable) on the Revolving Credit Loans
Maturity Date; provided, however, that, notwithstanding anything to
the contrary contained in this Agreement, (i) with respect to
Revolving Credit Loans which are used for Aircraft Acquisitions other
than the AIA Fleet Advance, Kitty Hawk shall pay to Agent for the
account of the Revolving Credit Loans Lenders the entire principal
amount of such Revolving Credit Loans (and the entire outstanding
principal amount of such Revolving Credit Loans shall be due and
payable) on or before 150 days after the date of the borrowing of such
Revolving Credit Loans and (ii) with respect to the Revolving Credit
Loans constituting the AIA Fleet Advance, Kitty Hawk shall pay to
Agent for the account of the Revolving Credit Loans Lenders the
$45,900,000 principal amount of the AIA Fleet Advance (and the entire
principal amount of the AIA Fleet Advance shall be due and payable) in
12 installments, commencing on June 30, 1998 and continuing on each
Quarterly Payment Date thereafter through and including March 31,
2001, each of which installments shall be in the amount of
$1,912,500.00, and, in addition, Kitty Hawk shall pay to Agent for the
Revolving Credit Loans Lenders all remaining outstanding principal of
the AIA Fleet Advance (and all
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remaining outstanding principal of the AIA Fleet Advance shall be due
and payable) on June 30, 2001."
Section 2.6 Interest Rates Applicable to AIA Fleet Advance.
Section 2.4(a) of the Credit Agreement is hereby amended and restated to read
in its entirety as follows:
"(a) Interest Rate. The applicable Borrower shall pay to
Agent for the account of each applicable Lender interest on the unpaid
principal amount of each Loan made by such Lender to such Borrower for
the period commencing on the date of such Loan to but excluding the
date such Loan shall be paid in full, at the following rates per
annum:
(i) during the periods any such Loan is a Prime
Rate Loan, the lesser of (A) (i) the Prime Rate or (ii) with
respect to interest which accrues on the AIA Fleet Advance
after December 31, 1998 but not prior thereto, the Prime Rate
plus one percent (1.00%) during the period from and including
January 1, 1999 through and including December 31, 1999, and
the Prime Rate plus one and one-half of one percent (1.50%)
during the period from and including January 1, 2000 and
thereafter, or (B) the Maximum Rate; and
(ii) during the periods any such Loan is a
Eurodollar Loan, the lesser of (A) (i) the Eurodollar Rate
plus the Applicable Margin or (ii) with respect to interest
which accrues on the AIA Fleet Advance after December 31, 1998
but not prior thereto, the Eurodollar Rate plus the Applicable
Margin plus one percent (1.00%) during the period from and
including January 1, 1999 through and including December 31,
1999, and the Eurodollar Rate plus the Applicable Margin plus
one and one-half percent (1.50%) during the period from and
including January 1, 2000 and thereafter, or (B) the Maximum
Rate.
Section 2.7 Use of Proceeds of Revolving Credit Loans. Section
2.10(a) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
"(a) Kitty Hawk agrees with Agent and Lenders that it
will, on the Closing Date, borrow Revolving Credit Loans in an
aggregate amount sufficient to pay in full all existing principal
indebtedness, accrued interest, fees, costs and expenses owed by Kitty
Hawk to Xxxxx Fargo under the WFB Agreement No. 3, and Kitty Hawk
hereby irrevocably requests that Agent deliver such proceeds to Xxxxx
Fargo to pay such indebtedness. Kitty Hawk agrees with Agent and
Lenders that the proceeds of the Revolving Credit Loans to be made on
and after the Closing Date shall be used by Kitty Hawk, Leasing,
Aircargo and Charters (i) for general corporate purposes, and (ii) to
provide financing for Aircraft Acquisitions by Leasing or Aircargo
(including, without limitation, the acquisition by Aircargo of the AIA
Aircraft), such financing not to exceed at any time $6,500,000
attributable to any single Acquired Aircraft; provided, however, that
the sum of the aggregate principal amount of the Revolving Credit
Loans outstanding at any time used for other than the purpose
specified in clause (ii) preceding plus the Letter of Credit
Liabilities outstanding at any time shall not, at any time, exceed
$5,000,000. Each of Kitty Hawk and Xxxxx Fargo represents and warrants
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to Bank One that, as of the Closing Date, the aggregate outstanding
principal amount of the indebtedness owed by Kitty Hawk to Xxxxx Fargo
under the WFB Agreement No. 3 is $3,000,000."
Section 2.8 Reduction of Revolving Credit Loans Commitments.
Clause (i) of Section 2.13(a) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"(i) the Revolving Credit Loans Commitments shall
automatically terminate at 10:00 a.m. (Dallas, Texas time) on the
Revolving Loans Commitments Maturity Date and, without limiting the
generality of the foregoing, the portion of the Revolving Credit Loans
Commitments relating to, and equal to the aggregate principal amount
of, the AIA Fleet Advance shall automatically terminate on the First
Amendment Date concurrently with the making of the AIA Fleet Advance;
and".
Section 2.9 Acquired Aircraft Release. Section 5.4(c) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:
"(c) Acquired Aircraft Release. Subject to Section 5.4(d),
Agent and Lenders agree that, with respect to any applicable Acquired
Aircraft, upon five (5) Business Days prior written request from Kitty
Hawk and if (but only if) Kitty Hawk prepays the applicable
outstanding principal amounts of the Revolving Credit Loans used for
the Aircraft Acquisition of such Acquired Aircraft and attributable to
such Acquired Aircraft as reasonably determined by Agent, Agent shall
(at Xxxxx Xxxx'x expense) release its Lien on such Acquired Aircraft."
Section 2.10 Title Insurance. Section 5.6 of the Credit Agreement
is hereby amended and restated to read in its entirety as follows:
"Section 5.6 Title Insurance. Kitty Hawk or Leasing (with
respect to Aircraft and Acquired Aircraft owned by Leasing), and Kitty
Hawk or Aircargo (with respect to Acquired Aircraft owned by
Aircargo), shall (at its sole cost and expense) purchase owner and
mortgagee policies of title insurance (or, if acceptable to Required
Lenders, amendments or endorsements to existing polices of title
insurance) insuring that Leasing or Aircargo (as applicable) has
indefeasible title to each of the Aircraft and the Acquired Aircraft
and that Agent, for the benefit of Agent and Lenders, holds a
perfected, first priority Lien on each of the Aircraft and the
Acquired Aircraft pursuant to the Loan Documents. The mortgagee policy
of title insurance in favor of Agent shall be in an amount, shall be
issued by the Title Company or another title insurance company
reasonably acceptable to Agent and shall contain such terms and
provisions as are reasonably acceptable to Agent."
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Section 2.11 Additional Conditions Precedent to Revolving Credit
Loans. Section 6.3 of the Credit Agreement is hereby amended and restated to
read in its entirety as follows:
"Section 6.3 Additional Conditions Precedent to Revolving
Credit Loans. The obligation of each Revolving Credit Loans Lender to
make any Revolving Credit Loan (other than a Revolving Credit Loan
which Kitty Hawk specifies to Agent is being used for, and may be used
for, general corporate purposes as provided in clause (i) of Section
2.10(a)), the proceeds of which will be used in whole or in part for
any Aircraft Acquisition, is subject to the satisfaction of each of
the conditions precedent set forth in Sections 6.1 and 6.2 and each of
the following additional conditions precedent, all of which must be in
form and substance or otherwise satisfactory to Agent:
(a) Leasing or Aircargo (as applicable) shall
have delivered the Aircraft Acquisition Letter to Agent
relating to the Acquired Aircraft to be purchased pursuant to
such Aircraft Acquisition (provided, however, that no Aircraft
Acquisition Letter shall be required to be delivered in
connection with the AIA Fleet Advance);
(b) Leasing or Aircargo (as applicable) shall
have executed and delivered to Agent an Aircraft Mortgage
identical in form and substance to the Aircraft Mortgage
relating to the Aircraft (except for the description of the
Acquired Aircraft and the reference to amendment and
restatement of prior aircraft mortgages) pursuant to which
Agent for the benefit of Agent and Lenders shall have a
perfected, first priority Lien on such Acquired Aircraft as
security for payment and performance of the Obligations and
such Aircraft Mortgage shall have been appropriately filed
with the FAA;
(c) Leasing or Aircargo (as applicable) shall
have delivered to Agent:
(i) Title and Lien searches performed
by the Title Company or another aircraft title
company reasonably acceptable to Agent confirming
that (A) the Acquired Aircraft is duly registered
with the FAA in the name of Leasing, (B) Agent, for
the benefit of Agent and Lenders, has a perfected,
first priority Lien in the Acquired Aircraft as
security for the payment and performance of the
Obligations;
(ii) A policy or the Title Company's
unconditional commitment to issue a policy of
mortgagee title insurance (or amendments or
endorsements thereof) for the Acquired Aircraft with
Agent as named insured as required pursuant to
Section 5.6; and
(iii) Lien searches in the name of
Leasing or Aircargo (as applicable) (and in all names
under which Leasing or Aircargo (as applicable) has
done business within the last five years and in the
names of all Persons who previously owned the
Acquired Aircraft, as Agent may require) in each
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 10
11
state where each such Person maintains an office or
has Property, showing no financing statements or
other Lien instruments of record affecting the
Acquired Aircraft (provided, however, that no such
Uniform Commercial Code Lien searches shall be
required to be delivered in connection with the AIA
Fleet Advance);
(d) Leasing or Aircargo (as applicable) shall
have received or filed (and shall have confirmed to Agent that
it has received or filed and provided a copy thereof to Agent)
each of the following:
(i) an executed warranty xxxx of sale
for such Property executed by the seller;
(ii) an executed FAA Xxxx of Sale (AC
Form 8050-2) (acceptable to the FAA and Agent for
recording with the FAA) for such Property, executed
by the seller, and validly transferring title to such
Property to Leasing on the FAA's records;
(iii) an executed FAA Aircraft
Registration Application (AC Form 8050-1) for such
Property for registering such Property in the name of
the Leasing;
(iv) a valid airworthiness certificate
for such Property (FAA Form 8100-2); and
(v) releases of all Liens (if any)
encumbering such Property or any part thereof, other
than materialmen's or mechanic's Liens not filed of
record; and
(e) Additional Documentation. Agent shall have
received such additional approvals, opinions or documents as
it or its legal counsel, Jenkens & Xxxxxxxxx, P.C., may
reasonably request, in connection with the perfection and
priority of its Lien on such Acquired Aircraft."
Section 2.12 Registration of Aircraft. Clause (i) of Section
8.12(a) of the Credit Agreement is hereby amended and restated to read in its
entirety as follows:
"(i) cause the Aircraft, Other Aircraft and Acquired
Aircraft to be duly registered in the name of Leasing or, with respect
to the Acquired Aircraft acquired by Aircargo, Aircargo and to remain
duly registered in the name of Leasing or Aircargo (as applicable)
under the Federal Aviation Act;".
Section 2.13 Dispositions of Property. Section 9.8 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 11
12
"Section 9.8 Disposition of Property. No Kitty Hawk
Company will sell, lease, assign, transfer or otherwise dispose of any
of its Property, except:
(a) dispositions of Property, other than
Collateral, in the ordinary course of business or consistent
with prudent business practices (including, without
limitation, sales of Aircraft and Acquired Aircraft
concurrently with Agent's release of its Lien thereon in
accordance with Sections 5.4(b) and 5.4(c), respectively);
(b) with respect to Aircraft and Acquired
Aircraft and which constitute Collateral, leases of such
Aircraft by Leasing to Aircargo for fair consideration
pursuant to the applicable Leases and leases of such Acquired
Aircraft for fair consideration, each of which Leases or
leases shall be Operating Leases and none of which Leases or
leases shall be finance leases or shall grant to the lessee
any option to purchase the Aircraft or Acquired Aircraft or
any portion thereof, and
(c) with respect to Acquired Aircraft, leases of
such Aircraft which are approved in writing by Agent and
Required Lenders."
Section 2.14 Revolving Credit Loans Commitments. The amount of the
Revolving Credit Loans Commitment of each Revolving Credit Loans Lender as set
forth on its signature page to the Credit Agreement is hereby amended to be the
amount set forth opposite the name of such Lender on its signature page to this
Amendment.
ARTICLE 3
Conditions Precedent
Section 3.1 The effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent:
(a) Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this Amendment or
another date acceptable to Agent, in form and substance satisfactory
to Agent:
(i) an amended and restated Revolving Credit
Loans Note dated the date hereof in the maximum original
principal amount of $30,450,000 payable to the order of Xxxxx
Fargo and in the maximum original principal amount of
$30,450,000 payable to the order of Bank One;
(ii) an Aircraft Mortgage or Aircraft Mortgages
pursuant to which Agent for the benefit of Agent and Lenders
shall have a perfected, first priority Lien on each of the AIA
Aircraft and Aircraft M as security for the payment and
performance of the Obligations, which Aircraft Mortgage or
Aircraft Mortgages shall have been appropriately filed with
the FAA;
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 12
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(iii) Lease Assignments pursuant to which Agent for
the benefit of Agent and Lenders shall have received an
assignment of all lease agreements and proceeds thereof
relating to or affecting each of the AIA Aircraft and Aircraft
M, which Lease Assignments shall have been appropriately filed
with the FAA;
(iv) each of the agreements, documents,
instruments and certificates required to be delivered in
accordance with Section 6.3 of the Credit Agreement as a
condition precedent to the AIA Fleet Advance and the Aircraft
Acquisition consisting of the acquisition of the AIA Aircraft
and Aircraft M (including, without limitation, title and Lien
searches, a commitment to issue a policy of mortgagee title
insurance, warranty and FAA bills of sale, FAA Aircraft
Registration Applications and valid airworthiness certificates
for each of the AIA Aircraft and Aircraft M) other than an
Aircraft Acquisition Letter (the delivery of which is hereby
waived by Lenders) and UCC Lien searches in the name of
Aircargo (the delivery of which is hereby waived by Lenders);
(v) a true and correct copy of the AIA
Acquisition Agreement, and all agreements, documents,
instruments and certificates executed and/or delivered in
connection therewith, as executed by all parties thereto;
(vi) an originally executed counterpart of each of
the lease agreements (including, without limitation,
amendments, modifications, supplements, assignments, estoppel
certificates, consents, etc.) relating to or affecting each of
the AIA Aircraft and Aircraft M marked "Lessee's Chattel Paper
Copy," and a copy of the same as recorded with the FAA;
(vii) detailed financial projections of the Kitty
Hawk Companies (including, without limitation, income
statements, balance sheets and statements of cash flow with
capital expenditures for the fiscal years 1997, 1998 and 1999)
which give effect to the consummation of the AIA Aircraft
Acquisition;
(viii) an appraisal of each of the AIA Aircraft
prepared by a qualified, independent aircraft appraiser
reasonably acceptable to Agent, which appraisals must evidence
that the aggregate appraised value of the AIA Aircraft is
$51,000,000 or more;
(ix) copies of all insurance policies required by
the Credit Agreement and the other Loan Documents evidencing
insurance covering each of the AIA Aircraft and Aircraft M,
together with certificates of insurance containing loss
payable endorsements naming Agent as loss payee under all such
casualty insurance policies and Agent as additional insured
party under all such liability policies;
(x) resolutions of the Board of Directors of each
of the Kitty Hawk Companies certified by its Secretary or an
Assistant Secretary which authorize the
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 13
14
execution, delivery and performance of this Amendment and all
Loan Documents to be executed and/or delivered pursuant to or
in connection with this Amendment;
(xi) an endorsement to the existing policy of
mortgagee title insurance relating to the Liens on Aircraft A,
Aircraft B, Aircraft C, Aircraft D, Aircraft E, Aircraft F,
Aircraft G, Aircraft H, Aircraft I, Aircraft J, Aircraft K and
Aircraft L confirming that the validity of such title
insurance is not affected by the amendments to the Aircraft
Mortgages covering such Aircraft; and
(xii) such additional agreements, documents,
instruments, certificates and information as Agent or its
legal counsel may reasonably request to effectuate this
Amendment and the transactions contemplated hereby and to
effectuate and evidence the financing of Aircraft M;
(b) Aircargo shall have acquired each of the AIA Aircraft
in accordance with the terms and provisions of the AIA Acquisition
Agreement;
(c) the aggregate amount of the AIA Fleet Advance shall
not exceed 90% of the lesser of (i) $51,000,000 (the aggregate
purchase price for the AIA Aircraft) or (ii) the aggregate appraised
value of the AIA Aircraft;
(d) Kitty Hawk shall have paid to Agent, for the account
of the Revolving Credit Loans Lenders, the origination fee specified
in Section 4.2 of this Amendment;
(e) Kitty Hawk shall have paid all costs and expenses of
(i) conducting Lien searches, (ii) filing and recording the Security
Documents to be filed or recorded in connection with this Amendment,
(iii) appraisals required in connection with this amendment, and (iv)
title insurance to be delivered in accordance with this Amendment, and
Kitty Hawk shall have paid all fees and expenses of counsel to the
Agent which are required to be paid in accordance with Section 13.1 of
the Credit Agreement and which have been submitted to the Borrower for
payment;
(f) the representations and warranties contained herein
and in all other Loan Documents, as amended hereby, shall be true and
correct as of the date hereof as if made again on and as of the date
hereof (except to the extent that such representations and warranties
were expressly, in the Loan Documents, made only in reference to a
specific date);
(g) no Default or Event of Default shall have occurred
and be continuing (after giving effect to this Amendment); and
(h) all corporate proceedings taken in connection with
the transactions contemplated by this Amendment and all other
agreements, documents, instruments and certificates executed and/or
delivered pursuant hereto, and all legal matters incident thereto,
shall be satisfactory to Agent and its legal counsel.
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 14
15
ARTICLE 4
Miscellaneous
Section 4.1 Representations and Warranties. Each of the Kitty
Hawk Companies hereby jointly and severally represents and warrants to Agent
and Lenders as follows:
(a) no Default or Event of Default exists or will exist
immediately prior to or after giving effect to this Amendment;
(b) all representations and warranties contained in
Article 7 of the Credit Agreement (as amended by this Amendment) are
true and correct in all material respects as of September 17, 1997, as
if such representations and warranties had been made on and as of
September 17, 1997 (except to the extent that such representations and
warranties are expressly made only as of a specific date or dates);
(c) the execution, delivery and performance of this
Amendment and all other Loan Documents to be executed and/or delivered
in connection herewith have been duly authorized by all requisite
corporate action on the part of the Kitty Hawk Companies and do not
and will not violate or conflict with the articles or certificate of
incorporation, bylaws or other charter documents of any Kitty Hawk
Company; and
(d) each of this Amendment and the agreements, documents,
instruments and certificates executed and/or delivered in connection
with this Amendment constitutes a "Loan Document" as such term is
defined in the Credit Agreement and constitutes the legal, valid,
binding and enforceable obligations of each Kitty Hawk Company which
is a party thereto in accordance with its terms.
Section 4.2 Fees. Kitty Hawk shall, concurrently with the
execution of this Amendment by Agent and Lenders, pay to Agent, for the account
of the Revolving Credit Loans Lenders, pro rata based upon their respective
Revolving Credit Loans Commitments, an origination fee in the amount of
$114,750.
Section 4.3 Ratification and Confirmation of Guaranties and
Liens. Each of the Kitty Hawk Companies hereby:
(a) consents to and approves of the terms and provisions
of this Amendment;
(b) ratifies and confirms all of its Liens, indebtedness,
liabilities and obligations under the Security Documents executed by
it;
(c) reaffirms that, after giving effect to this
Amendment, all of its representations and warranties made in the
Security Documents executed by it remain true and correct as of the
date of this Amendment (except to the extent that such representations
or warranties are expressly made only as of a specific date);
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 15
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(d) reaffirms all of its Liens, covenants, agreements,
indebtedness, liabilities and obligations under the Security Documents
executed by it, which include, without limitation, the grant of Liens
in and to all of its rights, titles and interests in and to the
Collateral as security for payment and performance of the Obligations,
which Obligations include, without limitation, the Revolving Credit
Loans in the maximum aggregate principal amount of $60,900,000.00 and
the Term Loans;
(e) agrees that the Security Documents executed by it
shall and do remain in full force and effect;
(f) agrees that the Security Documents executed by it
shall and do continue to constitute the legal, valid and binding
obligations of it enforceable against it in accordance with the terms
of such Security Documents (except as limited by bankruptcy,
insolvency or other laws of general application relating to the
enforcement of creditors' rights and general principals of equity) and
that such obligations shall not be discharged or affected by any
amendment, modification, renewal or extension of the terms of the
Credit Agreement or the other Loan Documents; and
(g) agrees and acknowledges that there are no defenses,
counterclaims or setoffs to the Security Documents executed by it or
the Liens, covenants, agreements, indebtedness, liabilities and
obligations of it thereunder.
Without limiting the generality of the foregoing, the term "Security
Documents", as used in this Section 4.3 includes, without limitation, the
following:
(i) as to Kitty Hawk, that certain (A) Amended and
Restated Guaranty Agreement dated as of August 14, 1996, and (B)
Commercial Security Agreement dated as of August 14, 1996;
(ii) as to Leasing, that certain (A) Guaranty Agreement
dated as of Xxxxxx 00, 0000, (X) Amended and Restated Aircraft Chattel
Mortgage, Security Agreement and Assignment of Rents dated as of
August 14, 1996, recorded on January 3, 1997 with the FAA under
conveyance number S099627 relating to the Aircraft, (C) Amended and
Restated Lease Assignment dated as of August 14, 1996, recorded on
January 8, 1997 with the FAA under conveyance number S099651 relating
to lease agreements relating to the Aircraft, (D) Commercial Security
Agreement dated as of August 14, 1996, and (E) Aircraft Chattel
Mortgage, Security Agreement and Assignment of Rents dated as of
August 14, 1996, recorded on December 30, 1996 with the FAA under
conveyance number S099616 relating to certain Acquired Aircraft;
(iii) as to Aircargo, that certain (A) Amended and Restated
Guaranty Agreement dated as of August 14, 1996 and (B) Amended and
Restated Commercial Security Agreement dated as of August 14, 1996;
and
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 16
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(iv) as to Charters, that certain (A) Amended and Restated
Guaranty Agreement dated as of August 14, 1996 and (B) Amended and
Restated Commercial Security Agreement dated as of August 14, 1996.
Section 4.4 Expenses. Kitty Hawk shall pay all reasonable fees,
costs and expenses incurred by Agent and Lenders in connection with the
negotiation, preparation, execution and consummation of this Amendment and the
other Loan Documents and transactions contemplated hereby, including without
limitation the reasonable fees and expenses of counsel to Agent and Lenders and
the costs and expenses referred to in Section 3.1(e) of this Amendment.
Section 4.5 Headings. The headings, captions and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
Section 4.6 Effect of this Amendment. The Credit Agreement, as
amended by this Amendment, shall remain in full force and effect except that
any reference therein, or in any other Loan Document, to the Credit Agreement
shall be deemed to mean and refer to the Credit Agreement as amended by this
Amendment.
Section 4.7 Counterparts. This Amendment may be executed in one
or more counterparts, by means of facsimile or otherwise, each of which shall
be deemed an original, but all of which together shall constitute one and the
same Amendment.
SECTION 4.8 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES) AND APPLICABLE LAWS OF THE UNITED
STATES.
SECTION 4.9 NO ORAL AGREEMENTS. THE CREDIT AGREEMENT, AS AMENDED
BY THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL,
ENTIRE AGREEMENT BETWEEN AND AMONG THE PARTIES HERETO, AND MAY NOT BE
CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN OR AMONG THE PARTIES.
Section 4.10 Severability. Any provision of this Amendment held by
a court of competent jurisdiction to be invalid, illegal or unenforceable shall
not impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the provision held to be invalid, illegal or
unenforceable.
Section 4.11 Title Insurance. Kitty Hawk shall deliver or cause to
be delivered to Agent, within a reasonable period of time and in accordance
with the commitment for such insurance to be delivered to Agent on or before
the First Amendment Date, a mortgage policy of title insurance in form and
substance reasonably satisfactory to Agent which confirms and insures the
perfected, first priority Liens of Agent and Lenders in and to each of the AIA
Aircraft and Aircraft M as security
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 17
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for the payment and performance of the Obligations. Kitty Hawk shall deliver or
cause to be delivered to Agent, on or before March 31, 1998, an endorsement to
the existing policy of mortgagee title insurance relating to the Liens on
Aircraft A, Aircraft B, Aircraft C, Aircraft D, Aircraft E, Aircraft F,
Aircraft G, Aircraft H, Aircraft I, Aircraft J, Aircraft K and Aircraft L which
provides that such Liens are insured up to the greater of the aggregate
principal amount of the Loans then outstanding or the maximum aggregate
principal amount of the Commitments then in existence.
Section 4.12 Escrow Arrangement. Kitty Hawk hereby requests that
the proceeds of the AIA Fleet Advance be initially funded into an escrow
account or accounts pursuant to escrow agreements in form and substance
mutually satisfactory to Agent and Kitty Hawk. In the event that such proceeds
are delivered to Agent in accordance with such escrow agreements, Kitty Hawk
hereby authorizes Agent to promptly apply such proceeds to repayment of the AIA
Fleet Advance and any interest accrued thereon.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Amendment effective as of the dates first above written.
KITTY HAWK:
----------
KITTY HAWK, INC.
By:
------------------------------------------
Name: M. Xxx Xxxxxxxxxxx
Title: Chairman of the Board of Directors
and Chief Executive Officer
LEASING:
-------
AIRCRAFT LEASING, INC.
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: President
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 18
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AIRCARGO:
--------
KITTY HAWK AIRCARGO, INC,
By:
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
CHARTERS:
--------
KITTY HAWK CHARTERS, INC.
By:
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
SKYFREIGHTERS:
-------------
SKYFREIGHTERS CORPORATION
By:
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
AGENT AND A LENDER:
------------------
XXXXX FARGO BANK (TEXAS) NATIONAL
ASSOCIATION
Revolving Credit Loans
Commitment: $30,450,000 By:
--------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
ADDITIONAL LENDERS:
------------------
BANK ONE, TEXAS, N.A.
Revolving Credit Loans
Commitment: $30,450,000 By:
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
FIRST AMENDMENT TO CREDIT AGREEMENT - Page 19
