Exhibit 10.5
AMENDMENT TO REIMBURSEMENT AGREEMENT
This Amendment to Reimbursement Agreement (the "Amendment") is entered
into as of the 20th day of July, 2000, between SunTrust Bank (formerly known as
SunBank/South Florida, National Association and SunTrust Bank, South Florida,
National Association) (the "Bank") and HEICO Aerospace Corporation (formerly
known as HEICO Corporation) (the "Company"), a Florida corporation, for the
purpose of amending the SunBank Reimbursement Agreement dated as of February 28,
1994, as heretofore amended, including, without limitation, by an Amendment to
SunBank Reimbursement Agreement dated as of March 1, 1995 and by an Amendment to
and Extension of Reimbursement Agreement dated as of February 28, 1999
(collectively, the "Agreement") between the Bank and the Company as provided
herein.
WHEREAS, the Bank issued its Irrevocable Letter of Credit No. F4896
(now No. F070082) on February 28, 1994 (the "Letter of Credit") to secure the
payment of the $1,980,000 Broward County, Florida Industrial Development Revenue
Bonds (HEICO Corporation Project), Series 1988, which Letter of Credit was
extended effective February 28, 1999 to February 28, 2004; and
WHEREAS, the Company has requested that the Bank agree to certain
modifications to the terms of the Agreement, and the bank is willing to agree to
such modifications;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. All terms used herein in capitalized form and
not otherwise defined herein shall have the meanings ascribed thereto in the
Agreement.
SECTION 2. Amendments to the Agreement. The Agreement is hereby amended
as follows:
A. Section 2(c)(ix) of the Agreement is hereby amended in its entirety
to read as follows:
(ix) on each anniversary date of this Agreement (the "Anniversary Date"), a fee
equal to 0.875% of the Stated Amount of the Letter of Credit on the
Anniversary Date;
B. Section 25 of the Agreement is hereby deleted in its entirety.
SECTION 3. Limited Scope. Except as expressly amended hereby, all
provisions of the Agreement shall remain in full force and effect.
SECTION 4. No Claims. AS A MATERIAL INDUCEMENT FOR THE BANK TO AMEND
THE AGREEMENT PURSUANT TO THIS AMENDMENT, THE COMPANY COVENANTS WITH AND
WARRANTS UNTO THE BANK, AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO
CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSETS
AGAINST THE BANK RELATING IN ANY WAY TO THE INDENTURE, THE LOAN AGREEMENT THE
AGREEMENT OR OTHER ASSOCIATED DOCUMENTS, THROUGH THE DATE HEREOF, OR THE
OBLIGATION OF THE COMPANY TO PAY OR PERFORM ALL OBLIGATIONS TO THE BANK
EVIDENCED BY THE AGREEMENT OR OTHERWISE.
SECTION 5. Waiver. AS A MATERIAL INDUCEMENT FOR THE BANK TO AMEND THE
AGREEMENT PURSUANT TO THIS AMENDMENT, THE COMPANY DOES HEREBY RELEASE, WAIVE,
DISCHARGE, COVENANT NOT TO XXX, ACQUIT, SATISFY AND FOREVER DISCHARGE THE BANK,
ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS AND ITS AFFILIATES AND
ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS,
CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS
WHATSOEVER, IN LAW OR IN EQUITY, WHICH THE COMPANY EVER HAD, NOW HAS OR WHICH
ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF THE COMPANY HEREAFTER
CAN, SHALL OR MAY HAVE AGAINST THE BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF
ANY MATTER, CAUSE OR THING WHATSOEVER RELATING IN ANY WAY TO THE INDENTURE, THE
AGREEMENT AND OTHER ASSOCIATED LOAN DOCUMENTS, THROUGH THE DATE HEREOF. THE
COMPANY FURTHER EXPRESSLY AGREES THAT THE FOREGOING RELEASE AND WAIVER AGREEMENT
IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF THE
STATE OF FLORIDA.
SECTION 6. Waiver of Trial By Jury. THE BANK AND THE COMPANY HEREBY
MUTUALLY, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY
HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH THE AGREEMENT AND ANY AGREEMENT CONTEMPLATED OR
TO BE EXECUTED IN CONJUNCTION THEREWITH, UNDER ANY ASSOCIATED DOCUMENTS, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS OF ANY PARTY. THE COMPANY ACKNOWLEDGES THAT THE WAIVER OF JURY TRIAL IS
A MATERIAL INDUCEMENT TO THE BANK IN ACCEPTING THIS AMENDMENT, AND THAT THE BANK
WOULD NOT HAVE ACCEPTED THIS AMENDMENT WITHOUT THIS JURY TRIAL WAIVER. THE
COMPANY ACKNOWLEDGES THAT THE COMPANY HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS
HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY REGARDING THIS JURY TRIAL WAIVER,
AND UNDERSTANDS THE LEGAL EFFECT OF THIS JURY TRIAL WAIVER. THE WAIVER CONTAINED
HEREIN IS IRREVOCABLE, CONSTITUTUES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE
SUBJECT TO NO EXCEPTIONS. THE BANK HAS IN NO WAY AGREED WITH OR REPRESENTED TO
THE COMPANY OR ANY OTHER PARTY THAT THE
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PROVISIONS OF THIS JURY TRIAL WAIVER WILL NTO BE FULLY ENFORCED IN ALL
INSTANCES.
SECTION 7. Effective Date. This Amendment shall take effect on July 20,
2000.
SECTION 8. Counterpart. This Amendment may be executed in multiple
counterparts, all of which shall constitute one and the same instrument and each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, the Issuer and the Bank have executed this
Amendment by their respective duly authorized representatives, all as of the
date first written above.
HEICO AEROSPACE CORPORATION
(formerly known as HEICO
Corporation)
By_______________________________
Name: Xxxxxx X. Xxxxx
Title: Treasurer
By: _____________________________
Title:
SUNTRUST BANK (formerly known as
SunBank/South Florida, National
Association and SunTrust Bank,
South Florida, National
Association)
By: _____________________________
Name: Xxxxx X. Fine
Title: Vice President
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By execution below, the following entities consent to the
execution of this Amendment to Reimbursement Agreement and each agrees to remain
bound by its Guaranty (as defined in the Agreement).
Dated as of this 20th day of July, 2000.
JET AVION HEAT TREAT JET AVION CORPORATION
CORPORATION
By:__________________________ By:___________________________
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Its: Treasurer Its: Treasurer
HEICO CORPORATION LPI INDUSTRIES CORPORATION
By: ________________________ By: ___________________________.
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Its: Treasurer Its: Treasurer
HEICO-NEWCO, INC. AIRCRAFT TECHNOLOGY, INC.
By: _________________________ By: ____________________________
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Its: Treasurer Its: Treasurer
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