SECOND AMENDMENT
SECOND AMENDMENT, dated as of February 26, 1998 (this
"Amendment"), to the Credit Agreement, dated as of October 16, 1996 (as the
same may be further amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among GULFSTREAM DELAWARE CORPORATION, a
Delaware corporation (the "Company"), the several lenders from time to time
parties thereto (the "Lenders") and THE CHASE MANHATTAN BANK, a New York
banking corporation, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Company, the Lenders and the Administrative Agent
are parties to the Credit Agreement;
WHEREAS, the Company has requested that the Administrative Agent,
with the consent of the Required Lenders, amend certain provisions of the
Credit Agreement; and
WHEREAS, the Administrative Agent, with the consent of the
Required Lenders, is agreeable to the requested amendments, but only on the
terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises herein contained
and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein which are defined in the Credit Agreement are used herein
as therein defined.
2. Amendments to Subsection 8.6. (a) Subsection 8.6(g) of the
Credit Agreement is hereby amended by deleting the word "and" at the end of
such subsection.
(b) Subsection 8.6(h) of the Credit Agreement is hereby amended
by deleting the period at the end of such subsection and substituting in
lieu thereof "; and".
(c) Subsection 8.6 of the Credit Agreement is hereby amended by
adding the following new paragraph (i) to the end of such subsection:
"(i) the Company or any of its Subsidiaries may make loans
and advances to, and investments in, a limited liability company
formed with GATX Capital Corporation as the initial majority
equity investor for the purpose of acquiring, leasing and selling
airplanes manufactured by the Company and its Subsidiaries,
provided that the aggregate amount of such loans, advances and
investments at any one time outstanding shall not exceed (after
giving effect to repayments, distributions, dividends and other
payments in respect thereof) $40,000,000."
3. Amendment to Subsection 8.12. Subsection 8.12 of the Credit
Agreement is hereby amended by deleting clause (b) thereof and substituting
in lieu of the deleted clause (b) the following clause (b):
"(b) as permitted under subsections 8.1(e), 8.3(f), 8.6(a),
and 8.6(i), or"
4. Effectiveness. This Amendment shall become effective as of the
date the Administrative Agent shall have received counterparts hereof duly
executed by the Company, the Administrative Agent and the Required Lenders.
5. Representations and Warranties. The Company hereby represents
and warrants that each of the representations and warranties in or pursuant
to Section 5 of the Credit Agreement or which are contained in any other
Credit Document or in any certificate, document or financial or other
statement furnished by or on behalf of Holdings, the Company or any
Subsidiary thereof shall be, after giving effect to this Amendment, true
and correct in all material respects as if made on and as of the date
hereof (unless such representations and warranties are stated to relate to
a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier
date).
6. Continuing Effect of Credit Agreement. This Amendment shall
not be construed as a waiver or consent to any further or future action on
the part of the Company that would require a waiver or consent of the
Administrative Agent and/or the Lenders. Except as amended hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
7. Counterparts. This Amendment may be executed in counterparts
and all of the said counterparts taken together shall be deemed to
constitute one and the same instrument.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
9. Expenses. The Company agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of
this Amendment, including, without limitation, the fees and disbursements
of counsel to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered by their duly authorized officers as
of the date first written above.
GULFSTREAM DELAWARE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Title: Managing Director
ARAB BANKING CORP.
By: /s/ Xxxxxxx Xxxxxx
-------------------------------------
Title: Deputy General Manager
BANK OF AMERICA
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Title: Vice President
BANK OF NEW YORK
By: /s/
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Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ (illegible signature)
---------------------------------------
Title:
CAPTIVA FINANCE LTD.
By: /s/ (illegible signature)
--------------------------------------
Title:
CERES FINANCE, LTD.
By: /s/ (illegible signature)
--------------------------------------
Title:
MEDICAL LIABILITY MUTUAL INSURANCE CO.
By: Chancellor LGT Senior Secured
Management, Inc., as Investment Manager
By: /s/ (illegible signature)
--------------------------------------
Title:
CREDITANSTALT CORPORATE FINANCE, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Title: Associate
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Title: Vice President
CITIBANK, N.A.
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Title: Attorney-in-Fact
CREDIT LYONNAIS
By: /s/ Philippe Soustra
--------------------------------------
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ (illegible signature)
--------------------------------------
Title: Vice President and Group Leader
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X.X. Xxxxx
--------------------------------------
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Title: President
INDUSTRIAL BANK OF JAPAN, LTD.
By: /s/ Takuya Honjo
--------------------------------------
Title: Senior Vice President
KREDIETBANK
By:
--------------------------------------
Title:
LTCB TRUST COMPANY
By: /s/ (illegible signature)
--------------------------------------
Title: Senior Vice President
XXXXXX COMMERCIAL PAPER INC.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Title: Authorized Signatory
MARINE MIDLAND BANK, N.A.
By: /s/ (illegible signature)
--------------------------------------
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.,
as Investment Advisor
By: /s/ Xxxxxx Xxxxxxxx, CFA
--------------------------------------
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ Xxxxxx Xxxxxxxx, CFA
--------------------------------------
Title: Authorized Signatory
MITSUBISHI TRUST & BANKING CORP.
By:
--------------------------------------
Title:
NATIONSBANK N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Title: Senior Vice President
PNC BANK, N.A.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Title: Vice President
SOCIETE GENERALE
By: /s/ (illegible signature)
--------------------------------------
Title: Vice President, Manager
U.S. BANK NATIONAL ASSOCIATION
By:
--------------------------------------
Title:
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Title: Senior Vice President
and Director
The undersigned guarantors hereby
consent to the foregoing Amendment:
GULFSTREAM AEROSPACE CORPORATION, a
Delaware Corporation
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Title: Executive Vice President
and Chief Financial Officer
GULFSTREAM AEROSPACE CORPORATION, a
Georgia Corporation
GULFSTREAM AEROSPACE CORPORATION, D/B/A
GULFSTREAM AEROSPACE TECHNOLOGIES, an
Oklahoma Corporation
GULFSTREAM AEROSPACE CORPORATION, a
California Corporation
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Title: Executive Vice President
and Chief Financial Officer
