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EXHIBIT 10.19
FIRST AMENDMENT
This FIRST AMENDMENT dated as of October 2, 2000 (this "Amendment"), is
made by and among (a) AVIALL, INC., a Delaware corporation (the "Borrower"), (b)
FLEET NATIONAL BANK (formerly known as BankBoston, N.A.), a national banking
association, as administrative agent (in such capacity the "Agent") for the
Banks referred to below and as an Issuing Bank, (c) BANK OF AMERICA, N.A., as
documentation agent and as an Issuing Bank, and (d) FLEET NATIONAL BANK
(formerly known as BankBoston, N.A.), BANK OF AMERICA, N.A. and the other
financial institutions from time to time parties to the Credit Agreement
referred to below (collectively, the "Banks"). Terms not otherwise defined
herein that are defined in the Credit Agreement referred to below shall have the
respective meanings herein assigned to such terms in the Credit Agreement.
WHEREAS, the Borrower, the Banks and the Agent are parties to that
certain Revolving Credit and Term Loan Agreement dated as of December 23, 1999
(as amended, modified, supplemented or restated and in effect from time to time,
the "Credit Agreement");
WHEREAS, the Borrower has requested that the Banks amend certain terms
of the Credit Agreement in order, among other things, (i) to increase the amount
of Capital Expenditures permitted under the Credit Agreement for the periods
ending December 31, 2000 and December 31, 2001, respectively, and (ii) to modify
the definition of Consolidated Operating Cash Flow; and
WHEREAS, the Banks have agreed, subject to the terms and conditions set
forth in this Amendment, to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement and in this Amendment and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions set forth in Section 4 below, the Credit
Agreement is hereby amended as follows:
SECTION 1.1. AMENDMENTS TO DEFINITIONS. (a) The definition of
the term "Consolidated Operating Cash Flow" set forth in Section 1.1 of the
Credit Agreement is hereby amended by inserting, immediately before the period
at the end of such definition, the words "plus the CapEx Add-Back for such
period"
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(b) Section 1.1 of the Credit Agreement is hereby further amended by
inserting, in the appropriate place in the alphabetical order, the following new
defined term:
"CapEx Add-Back. For any Reference Period, an amount equal to
ninety percent (90%) of the excess, if any, of (i) Capital Expenditures
made by the Borrower and its Subsidiaries during such period, over (ii)
$8,400,000 (in the case of any Reference Period ending during the
period commencing on the Closing Date and ending December 31, 2000) or
$6,000,000 (in the case of any Reference Period ending during the
period commencing January 1, 2001 and ending December 31, 2001). The
CapEx Add-Back for all Reference Periods ending after January 1, 2002
shall be $0."
SECTION 1.2 AMENDMENT TO CAPITAL EXPENDITURES COVENANT. Section 10.16
of the Credit Agreement is hereby amended by deleting the table set forth in
such section in its entirety and by replacing it with the following new table:
"Period Maximum Capital Expenditures
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Closing Date through $11,000,000
December 31, 2000
Fiscal Year ending $15,000,000
December 31, 2001
Fiscal Year ending $6,000,000
December 31, 2002
Fiscal Year ending $6,000,000
December 31, 2003
Fiscal Year ending $6,000,000"
December 31, 2004
The parties acknowledge and agree that the paragraph immediately
following such table in Section 10.16 shall remain in full force and effect
without modification.
SECTION 2. GUARANTORS' CONSENT. Each of the Guarantors hereby consents
to the amendment to the Credit Agreement set forth in this Amendment, and each
confirms its obligation to the Agent and the Banks under its Guaranty and agrees
that its guaranty of the Obligations thereunder shall extend to and include the
Credit Agreement as amended by this Amendment.
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SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS; NO DEFAULT;
AUTHORIZATION. The Borrower hereby represents, warrants and covenants to the
Agent and the Banks as follows:
(a) each of the representations and warranties of the Borrower
contained in the Credit Agreement was true in all material respects as of the
date as of which it was made, and except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse or to the extent that such
representations and warranties relate expressly to an earlier date, such
representations and warranties also are true in all material respects as of the
date of this Amendment, and no Default or Event of Default has occurred and is
continuing as of the date of this Amendment after giving effect to this
Amendment;
(b) this Amendment has been duly authorized, executed and delivered by
each of the Borrowers and Guarantors and is in full force and effect; and
(c) upon the execution and delivery of this Amendment by the respective
parties hereto, this Amendment shall constitute the legal, valid and binding
obligation of the Borrowers and the Guarantors, enforceable in accordance with
its terms, except that the enforceability thereof may be subject to any
applicable bankruptcy, reorganization, insolvency or other laws affecting
creditors' rights generally.
SECTION 4. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to the satisfaction of the following conditions
precedent:
(a) This Amendment shall have been duly executed and delivered by the
Borrower, each Guarantor and Banks constituting Majority Banks.
(b) The receipt by the Agent, for the pro rata benefit of the Banks
consenting to this Amendment (the "Consenting Banks"), of an amendment fee in an
amount equal to 0.15% of the sum of (x) the aggregate Commitments of the
Consenting Banks and (y) the portion of the Term Loan owed to the Consenting
Banks, in each case as in effect on the date of this Amendment; provided that
the amount of such amendment fee, assuming all of the Banks consent to this
Amendment, shall not exceed $188,250.00.
SECTION 5. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects. All references in the Credit
Agreement or any related agreement or instrument to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended hereby.
SECTION 6. NO IMPLIED WAIVER. Except as expressly provided herein,
nothing contained herein shall constitute a waiver of, impair or otherwise
affect any Obligations, any other obligations of any of the Borrowers or
Guarantors or any right of the Agent or any Bank consequent thereon.
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SECTION 7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICTS OF LAW).
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as a sealed instrument as of the date first above written.
Borrower: AVIALL, INC.
By:
----------------------------
Name:
Title:
Guarantors: AVIALL SERVICES, INC.
By:
----------------------------
Name:
Title:
AVIALL PRODUCT REPAIR
SERVICES, INC.
By:
----------------------------
Name:
Title:
INVENTORY LOCATOR SERVICE, INC.
By:
----------------------------
Name:
Title:
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Agent and Banks: FLEET NATIONAL BANK
(f/k/a BankBoston, N.A.),
individually, as Administrative
Agent and as Issuing Bank
By:
----------------------------
Name:
Title:
XXXX XX XXXXXXX, X,X., individually,
as Documentation Agent and as an
Issuing Bank
By:
----------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
BANK OF SCOTLAND
By:
----------------------------
Name:
Title:
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COMERICA BANK
By:
----------------------------
Name:
Title:
COMPASS BANK
By:
----------------------------
Name:
Title:
FIRSTAR BANK (f/k/a)
MERCANTILE BANK
NATIONAL ASSOCIATION
By:
----------------------------
Name:
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
----------------------------
Name:
Title:
SANWA BANK CALIFORNIA
By:
----------------------------
Name:
Title:
8
TRANSAMERICA BUSINESS
CREDIT CORPORATION
By:
----------------------------
Name:
Title:
ALLFIRST BANK
By:
----------------------------
Name:
Title:
