EXHIBIT 10.9
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement (the "Agreement") is made and entered
into this 9TH day of AUGUST, 1995 by and among Eagle National Bank of Miami, a
national banking association with its principal place of business at c/o Xxxxxx
Xxxxxxx, Jr., 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000-0000 ("Lender"), and
HEICO Corporation, HEICO Aerospace Corporation, Jet Avion Corporation, Jet Avion
Heat Treat Corporation, LPI Industries Corporation, Aircraft Technology, Inc.,
and MediTek Industries, Inc., each a Florida corporation (collectively the
"Original Borrower") MediTek Health Corporation, a Florida corporation (the
"Guarantor"), and MediTek-Chatham Industries, Inc., MediTek-Palm Beach Gardens,
Inc. MediTek-ICOT, Inc., each a Florida corporation (the "Additional Borrowers";
the Original Borrowers and the Additional Borrowers are hereinafter collectively
referred to as the "Borrowers" and individually, a "Borrower").
W I T N E S S E T H
WHEREAS, Lender, the Original Borrowers and the Guarantor entered into
that certain Loan Agreement dated as of March 31, 1994, as amended by that
certain First Amendment to Loan Agreement dated as of May 31, 1994 by and among
the Original Borrowers, the Additional Borrowers, the Guarantor and the Lender
(collectively, the "Loan Agreement") pursuant to which Lender provided the
Borrowers a credit facility in the aggregate principal amount of One Million,
Six Hundred Thousand Dollars ($1,600,000.00) (the "Credit Facility") for the
purpose of making loans to the Borrowers for purchasing or refinancing equipment
to be used in Borrowers' business operations; and
WHEREAS, Borrowers have requested and Lender has agreed to a
modification of the terms and conditions of the Loan Agreement, in accordance
with the terms and conditions of this Agreement (this Agreement and the Loan
Agreement shall hereafter be referred to as the "Modified Agreement");
NOW, THEREFORE, in consideration of the premises, the mutual covenants
set forth below and the sum of $10.00, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledge, Borrowers and
Lender agree as follows:
TERMS
1. REAFFIRMATION OF LOAN AGREEMENT. Except as modified
hereby, all of the terms and conditions of the Loan Agreement, as well as all
other documents and instruments executed and delivered by Borrowers to Lender in
connection therewith, are hereby ratified, affirmed and approved in all respects
and shall remain in full force and effect.
2. DEFINITIONS. Unless otherwise defined all capitalized terms
in this Agreement shall have the same meaning as in the Loan Agreement.
3. THE CREDIT FACILITY. Lender agrees, pursuant to the terms of
this Agreement, to extend the period of time the Credit Facility will be
available to Borrowers and to increase the aggregate principal amount extended
thereunder. Pursuant to the terms and conditions of the Modified Agreement
Lender shall make separate term loans in U.S. Dollars to Borrower or Borrowers
(as applicable) on a non-revolving basis in such amounts as Parent shall
request, provided that the aggregate principal amount extended under the Credit
Facility shall not exceed $1,900,000.00. Each separate loan to a Borrower under
this Agreement shall be referred to as an "Equipment Loan" and all such loans
shall be collectively referred to as the "Equipment Loans". The Credit Facility
shall be permanently reduced by the amount of each Equipment Loan made
hereunder. The Credit Facility shall be available for an additional period of
one year commencing with the date of this Agreement and expiring on the earlier
of the date the aggregate principal amount of the Equipment Loans equals
$1,900,000.00 or August 1, 1996 (the "Termination Date"). The terms for each
Equipment Loan shall remain as set forth in the Loan Agreement.
4. CREDIT FACILITY FEE. Borrowers agree to pay Lender a non-
refundable credit facility fee in the amount of Eight Thousand Dollars
($8,000.00) upon the execution of this Agreement. The facility fee is paid to
Lender as compensation for committing to make funds available to Borrowers under
the Credit Facility, as set forth in paragraph 3 above, and is not paid as
compensation for the Credit Facility or for any other purpose.
5. CONFLICT. The provisions of this Agreement shall control in
the event of any conflict between it and any of the Loan Documents, except that
the provisions of the Notes and security agreements (given pursuant to paragraph
2.3 of the Loan Agreement, the "Security Agreements") shall control in the event
of any conflict between the Notes or the Security Agreements and this Agreement.
6. TIME. Time is of the essence with respect to all matters
set forth herein.
7. WAIVER, MODIFICATION OR CANCELLATION. Any waiver, alteration
or modification of any of the provisions of this Agreement shall not be valid
unless in writing and signed by the parties hereto.
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8. WAIVER OF JURY TRIAL. ALL PARTIES TO THIS AGREEMENT HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO
A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, OR COUNTERCLAIM BASED UPON, OR
ARISING OUT OF THIS AGREEMENT, THE EQUIPMENT LOANS, THE LOAN DOCUMENTS AND ANY
AGREEMENT EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS
OR OMISSIONS OF EITHER PARTY. THIS PROVISION FOR WAIVER OF A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AGREEMENT AND TO MAKE THE
EQUIPMENT LOANS.
9. FURTHER ASSURANCES. At all times following the date of this
Agreement, Borrowers agree to execute and deliver, or to cause to be executed
and delivered, such documents and to do, or cause to be done, such other acts
and things as might be reasonably requested by Lender to effectuate the terms
and provisions of this Agreement and the transactions contemplated herein to
assure that the benefits of this Agreement are realized by the parties hereto.
IN WITNESS WHEREOF, Borrowers (Parent and Subsidiaries) and Lender have
hereunto caused these presents to be executed on this date first above written.
WITNESSES: PARENT:
HEICO CORPORATION, a Florida
corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------- ------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: EXECUTIVE VICE PRESIDENT
-------------------------
[CORPORATE SEAL]
LENDER:
EAGLE NATIONAL BANK OF MIAMI, a
National banking association
__________________________ By: /S/XXXXXX XXXXXXX, JR.
-------------------------------
Name: XXXXXX XXXXXXX, JR.
Title: ASSISTANT VICE PRESIDENT
(Signatures Continue on the Following Pages)
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SUBSIDIARIES:
WITNESSES: JET AVION CORPORATION, a Florida
corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: TREASURER
------------------------------
[CORPORATE SEAL]
WITNESSES: HEICO AEROSPACE CORPORATION, a
Florida corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: VICE CHAIRMAN AND TREASURER
------------------------------
[CORPORATE SEAL]
WITNESSES: JET AVION HEAT TREAT CORPORATION, a
Florida corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: TREASURER
------------------------------
[CORPORATE SEAL]
WITNESSES: LPI INDUSTRIES CORPORATION, a
Florida corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: TREASURER
------------------------------
[CORPORATE SEAL]
WITNESSES: MEDITEK HEALTH CORPORATION, a
Florida corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: EVP AND TREASURER
------------------------------
[CORPORATE SEAL]
(Signatures Continue on the Following Pages)
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WITNESSES: AIRCRAFT TECHNOLOGY, INC., a Florida
corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: TREASURER
------------------------------
[CORPORATE SEAL]
WITNESSES: MEDITEK INDUSTRIES, INC., a Florida
corporation
/S/XXXXXXXXX X. XXXXXXXX By: /S/XXXXXX X. XXXXX
------------------------------ -------------------------------
Name: XXXXXX X. XXXXX
/S/XXXXXXXXX X. XXXXX Title: EVP AND TREASURER
------------------------------
[CORPORATE SEAL]
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