FOURTH AMENDMENT
FOURTH AMENDMENT (the "Amendment"), dated as of February 9, 1998,
among MAPLE LEAF AEROSPACE, INC. ("Parent"), AEROSPACE ACQUISITION CORP.
("Holdings"), TRI-STAR AEROSPACE, INC. (f/k/a AEROSPACE MERGER SUB I, INC.)
("Tri-Star Holdings"), TRI-STAR AEROSPACE CO. (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks")
and Bankers Trust Company, as Agent. All capitalized terms used herein and
not otherwise defined shall have the respective meanings provided such terms
in the Credit Agreement.
WITNESSETH:
WHEREAS, Parent, Holdings, Tri-Star Holdings, the Borrower, the
Banks and the Agent are parties to a Credit Agreement, dated as of September
19, 1996, (as amended from time to time, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend certain provisions of
the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. The first paragraph of the Credit Agreement is hereby amended
by deleting the reference to "(the "Borrower")" contained therein.
2. Section 9.02 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (k) thereof, (ii) deleting the
period at the end of clause (l) thereof and inserting "; and" in lieu thereof
and (iii) inserting the following new clause (m) immediately following clause
(l) thereof:
"(m) the Borrower and/or Tri-Star Inventory Management Service, Inc.
may be merged with and into Tri-Star Holdings pursuant to a restructuring
to be effected in preparation for an initial public offering of common
stock of Parent, PROVIDED that, (i) in the event the Borrower is merged
into Tri-Star Holdings, (x) immediately upon the consummation of such
merger, Tri-Star
Holdings shall assume all Obligations and responsibilities of the
Borrower under the Credit Agreement (including, without limitation, all
indemnity obligations under Sections 1.10. 1.11, 2.05, 4.04, 12.07 and
13.01) and shall become the Borrower for all purposes of the Credit
Agreement, whereupon Tri-Star Holdings will be released from its
obligations under the Parents Guaranty without any further action on the
part of the parties hereto, (y) Tri-Star Holdings shall provide the Agent
with all approvals and documentation (including, without limitation,
resolutions of the Board of Directors of Tri-Star Holdings) reasonably
requested by the Agent or the Required Banks in connection with such merger
and all such approvals and documentation shall be satisfactory to the
Agent, and (z) the security interests granted to the Collateral Agent for
the benefit of the Secured Creditors pursuant to the Security Documents in
the assets of the Borrower so transferred shall remain in full force and
effect and perfected (to at least the same extent as in effect prior to
such transfer) and Tri-Star Holdings shall take all actions necessary in
the reasonable opinion of the Agent and the Required Banks to preserve such
security interests and (ii) in the event that Tri-Star Inventory Management
System, Inc. is merged into Tri-Star Holdings, the security interests
granted to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the Security Documents in the assets of Tri-Star Inventory
Management System, Inc. so transferred shall remain in full force and
effect and perfected (to at least the same extent as in effect prior to
such transfer) and Tri-Star Holdings shall take all actions necessary in
the reasonable opinion of the Agent and the Required Banks to preserve such
security interests. At any time following a merger pursuant to clause (i)
above, Parent may change its name to "TriStar Aerospace Co.", PROVIDED that
the security interests granted to the Collateral Agent for the benefit of
the Secured Creditors pursuant to the Security Documents in the assets of
Parent shall remain in full force and effect and perfected (to at least the
same extent as in effect prior to such transfer) and Parent shall take all
actions necessary in the reasonable opinion of the Agent and the Required
Banks to preserve such security interests."
3. Section 11 of the Credit Agreement is hereby amended by (i)
deleting the definition of "Borrower" contained therein and (ii) inserting
the following new definition in lieu thereof:
"Borrower" shall mean (i) at any time prior to a merger of
TriStar Aerospace Co. with and into Tri-Star Holdings, with Tri-Star
Holdings emerging as the surviving corporation, Tri-Star Aerospace Co.
and (ii) at any time thereafter, Tri-Star Holdings.
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4. Section 11 of the Credit Agreement is hereby further amended
by (i) inserting immediately following the reference to "shall mean,"
contained in the definition of "Change of Control Event" appearing therein,
the following text: "(i) prior to the consummation of any initial public
offering of Parent common stock and an election pursuant to Section 9.02(m),"
and (ii) inserting the following new language immediately prior to the period
at the end of said definition: "and (ii) at any time after the consummation
of an initial public offering and an election pursuant to Section 9.02(m), at
any time and for any reason whatsoever, (a) Parent shall cease to own
directly 100% on a fully diluted basis of the economic and voting interest in
Holdings' capital stock or (b) Holdings shall cease to own directly 100% on a
fully diluted basis of the economic and voting interest in Tri-Star Holdings'
capital stock or (c) any Management Participant shall cease individually to
own on a fully diluted basis in the aggregate at least 45% of the economic
and voting interest in Parent's capital stock as such Management Participant
owned immediately upon giving effect to such initial public offering or (f)
any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, as in effect on the Effective Date, other
than Odyssey and its Affiliates and the Management Participants, shall (A)
have acquired beneficial ownership exceeding the lesser of (1) 20% on a fully
diluted basis of the voting and/or economic interest in Parent's capital
stock or (2) a higher percentage of the voting and/or economic interest in
Parent's capital stock on a fully diluted basis than is then held by the
Management Participants or (B) obtained the power (whether or not exercised)
to elect a majority of Parent's directors or (g) the Board of Directors of
Parent shall cease to consist of a majority of Continuing Directors or (h) a
"change of control" or similar event shall occur as provided in any Existing
Indebtedness Agreement.
5. Section 11 of the Credit Agreement is hereby further amended
by (i) deleting the definition of "Management Participants" contained therein
and (ii) inserting the following new definition in lieu thereof:
"Management Participants" shall mean Xxxxxxx Xxxxxxxxxx and
Xxxxxxx Xxxxxxxxx so long such individuals are employed by Parent or
any of its Subsidiaries
6. In order to induce the Banks to enter into this Amendment,
each of Parent, Holdings, Tri-Star Holdings and the Borrower hereby
represents and warrants that (i) the representations, warranties and
agreements contained in Section 7 of the Credit Agreement are true and
correct in all material respects on and as of the Fourth Amendment Effective
Date (as defined below) (except with respect to any representations and
warranties limited by their terms to a specific date, which shall be true and
correct in all material respects as of such date) and (ii) there exists no
Default
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or Event of Default on the Fourth Amendment Effective Date: in each case both
before and after giving effect to this Amendment.
7. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
8. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with each of Holdings, Parent, the Borrower
and the Agent.
9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.
10. This Amendment shall become effective on the date (the "Fourth
Amendment Effective Date") when each of Parent, Holdings, Tri-Star Holdings,
the Borrower, and each Bank shall have signed a copy hereof (whether the same
or different copies) and shall have delivered (including by way of facsimile)
the same to the Agent at the Notice Office.
11. From and after the Fourth Amendment Effective Date, all
references in the Credit Agreement and the other Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement as
modified hereby.
* * * *
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IN WITNESSES WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date
first above written.
MAPLE LEAF AEROSPACE, INC.
By: /s/ Xxxx Childress
----------------------------------
Title: Treasurer, CFO
Executive VP of Finance
AEROSPACE ACQUISITION CORP.
By: /s/ Xxxx Childress
----------------------------------
Title: Treasurer, CFO
Executive VP of Finance
TRI-STAR AEROSPACE INC.
By: /s/ Xxxx Childress
----------------------------------
Title: Treasurer, CFO
Executive VP of Finance
TRI-STAR AEROSPACE CO.
By: /s/ Xxxx Childress
----------------------------------
Title: Treasurer, CFO
Executive VP of Finance
BANKERS TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Title: XXXXXXX X. XXXXXXX
VICE PRESIDENT
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PRIME INCOME TRUST
By:
-----------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and
Research, as Investment
Advisor
By: /s/ Xxxxx X. Page
-----------------------------
Title: Xxxxx X. Page
Vice President
KEYBANK N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
Title: XXXXXX X. XXXXXXXXX
VICE PRESIDENT
LASALLE NATIONAL BANK
By: /s/ Xxxxxx Xxxxx
-----------------------------
Title: FIRST VICE PRESIDENT
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
-----------------------------
Title:
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XXXXXXX XXXXX PRIME RATE PORTFOLIO
By:
-----------------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Xxxxxx X. Xxxx
-----------------------------
Title: XXXXXX X. XXXX
ASSISTANT PORTFOLIO MANAGER
XXX XXXXXX AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Title: XXXXXXX X. XXXXXXX
XX. VICE PRES. &
DIRECTOR
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