WAIVER AND AMENDMENT NUMBER FOUR TO LOAN AGREEMENT
WAIVER
AND AMENDMENT NUMBER FOUR
This
WAIVER AND AMENDMENT NUMBER FOUR TO LOAN AGREEMENT (this “Agreement”),
dated
as of December 27, 2007, among ATLANTIC AVIATION FBO INC., a Delaware
corporation (the “Borrower”)
and
the several banks and other financial institutions signatories hereto (the
“Lender
Parties”),
and
acknowledged by DEPFA BANK plc, as Administrative Agent (in such capacity,
the
“Administrative
Agent”).
RECITALS
A. The
parties hereto are parties to the Loan Agreement dated as of September 27,
2007
by and among the Borrower, the several banks and other financial institutions
from time to time parties thereto as lenders (the “Lenders”),
issuing bank or hedging banks and the Administrative Agent (as amended, the
“Loan
Agreement”),
pursuant to which the Lenders have agreed to provide certain loans to the
Borrower for the purposes and upon the terms and conditions set forth
therein.
B. The
Borrower contemplates the acquisition (the “Seven
Bar Acquisition”),
pursuant to that certain Stock Purchase Agreement dated as of December 27,
2007,
among the Borrower, as buyer, Seven Bar Enterprises, Inc. (the “Seven
Bar Seller”),
as
seller, the X. Xxxx Black Trust, and X. Xxxx Black (the “Seven
Bar Purchase Agreement”),
of
100% of the Equity Securities of each of Sun Valley Aviation, Inc., an Idaho
corporation (“Sun
Valley”),
SB
Aviation Group, Inc. a New Mexico corporation (“SB
Aviation”)
and
Seven Bar Aviation, Inc., a New Mexico corporation (“Seven
Bar”,
and
jointly with Sun Valley and SB Aviation, the “Seven
Bar Companies”),
which
Seven Bar Companies own and operate Fixed Based Operations businesses at
Xxxxxxxx
Memorial Airport in Hailey, Idaho; Four
Xxxxxxx Xxxxxxxx Xxxxxxx xx Xxxxxxxxxx, Xxx Xxxxxx; and
Albuquerque International Airport in Albuquerque, New Mexico, respectively
(collectively, the “Airports”).
C. The
Borrower has requested that the Required Lenders (a) approve an amendment to
Section 7.1 of the Loan Agreement to permit certain indebtedness related to
the
Seven Bar Acquisition, (b) waive the provisions of Sections 7.4 and 7.5 of
the
Loan Agreement to permit the Seven Bar Acquisition, and (c) approve certain
supplements to the Schedules to the Loan Agreement.
D.
The
Lender Parties are willing to provide the requested approvals and waivers,
all
subject to and upon the terms as set forth herein.
NOW
THEREFORE, the parties hereto hereby agree as follows:
Section
1. Definitions
and Rules of Interpretation.
All
capitalized terms used but not defined in this Agreement shall have the
respective meanings specified in the Loan Agreement. The rules of interpretation
set forth in Appendix A to the Loan Agreement shall apply to this Agreement,
mutatis
mutandis,
as if
set forth herein.
Section
2. Amendment
to Loan Agreement.
Effective as of the Amendment Effective Date (as defined in Section 7), the
Loan
Agreement shall be amended as follows:
(a)
Section
7.1 (Indebtedness and Guarantee Obligations).
(i) The
following new clause shall be inserted as new clause (h) immediately following
the currently existing clause (g) of Section 7.1 of the Loan
Agreement:
“(h)
Indebtedness of (i) the Borrower incurred under that certain Stock Purchase
Agreement dated as of December 27, 2007, among the Borrower, as buyer, Seven
Bar
Enterprises, Inc., as seller, the X. Xxxx Black Trust, and X. Xxxx Black (the
“Seven
Bar SPA”)
related to the acquisition by the Borrower of all of the Equity Securities
of
Sun Valley Aviation, Inc., SB Aviation Group, and Seven Bar Aviation, Inc.
(the
“Seven
Bar Companies”),
and
(ii) any of the Seven Bar Companies of up to $500,000.00 in the aggregate,
owed to their respective fuel suppliers and evidenced by the promissory notes
listed on Schedule 5.28, as amended, provided
that the
principal amount of all of the Indebtedness permitted pursuant to this clause
(h) other than the obligation of the Borrower to pay the ‘Preliminary Purchase
Price’ (as such term is defined in the Seven Bar SPA) shall be included in the
calculation of the cap set forth in the proviso to clause (f) of this Section
7.1.”
(ii)
Currently existing clause (h) of Section 7.1 of the Loan Agreement shall be
renumbered as clause (i).
(b)
Appendix
A (Definitions and Rules of Interpretation).
(i) The
definition of “Loan Documents” shall be amended by inserting the words “the
Seven Bar Investor Contribution Agreement, ” immediately after the words “the
Investor Contribution Agreement, “ in the third line thereof.
(ii) The
following definition shall be inserted immediately following the definition
of
“Security Documents”:
“Seven
Bar Investor Contribution Agreement”
means
the letter agreement by the Investor and acknowledged by the Borrower and the
Administrative Agent dated as of December 27, 2007.”
Section
3. Waiver
Relating to Seven Bar Purchase Agreement and Seven Bar
Acquisition.
(a)
Seven
Bar Purchase Agreement.
Effective as of the Amendment Effective Date, the Lender Parties hereby waive
any non-compliance with Sections 7.4 or 7.5 of the Loan Agreement resulting
from
the Borrower’s execution of the Seven Bar Purchase Agreement.
(b)
Seven
Bar Acquisition.
Effective as of the Acquisition Effective Date (as defined in Section 8) the
Lender Parties hereby waive any non-compliance with Sections 7.4 or 7.5 of
the
Loan Agreement resulting from the consummation by the Borrower of the Seven
Bar
Acquisition.
-2-
Section
4. Approval
of Amendments to Schedules.
Effective as of the Acquisition Effective Date, the Lender Parties hereby
approve the supplements to the Schedules to the Loan Agreement set forth in
Attachment 1 hereto.
Section
5. Developments
Prior to Closing of Seven Bar Acquisition.
(a)
Notice
of Developments.
From
the
date of this Agreement through the closing or earlier termination of the Seven
Bar Purchase Agreement, the Borrower shall promptly notify the Administrative
Agent in writing of any notice (a “Seller
Breach Notice”)
it may
receive from the Seven Bar Seller of any development causing a breach of any
of
the representations and warranties in Sections 3 or 4 of the Seven Bar Purchase
Agreement (attaching a copy of such Seller Breach Notice). Upon receipt of
any
such notice, the Administrative Agent, acting at the direction of the Required
Lenders, may terminate this Agreement by written notice to the Borrower if,
in
the reasonable opinion of the Required Lenders, such development has
had,
or is
reasonably expected to have, individually or in the aggregate,
a
‘Material Adverse
Effect’
(as such term is defined in the Seven Bar Purchase Agreement). The termination
of this Agreement will result in the waiver set forth in Section 3(a) hereof
and
the approval set forth in Section 4 hereof being null and void.
(b)
Revisions
to Schedules.
If
the
Required Lenders fail to exercise the termination right pursuant to the
foregoing paragraph (a) within six (6) Business Days after receiving written
notice from the Borrower, the Required Lenders shall be deemed to have accepted
that (i) such Seller Breach Notice shall be deemed to have amended the
disclosure schedules to the Seven Bar Purchase Agreement and to have qualified
the representations and warranties contained in the Seven Bar Stock Purchase
Agreement for purposes of determining the accuracy of representations and
warranties at the closing of the Seven Bar Acquisition, and (ii) the
Borrower shall have the right to amend the supplements to the Schedules to
the
Loan Agreement set forth in Attachment 1 hereto as necessary to reflect the
developments described in such Seller Breach Notice.
Section
6. No
Further Waiver
or Amendment.
Except
to the extent that provisions of the Loan Agreement or its Schedules are
amended, waived or supplemented as expressly set forth in Sections 2, 3 and
4
hereof, the execution and delivery hereof shall
not
(a) operate as a modification or waiver of any right,
power or
remedy of the Financing Parties or the Collateral Agent under any of the Loan
Documents, (b) cause a novation with respect to any of the Loan Documents,
or (c) extinguish or terminate any obligations of the
Borrower
under the Loan Documents.
Section
7. Amendment
Effective Date.
Except
for the waiver set forth in Section 3(b) above, this Agreement shall become
effective on the first date (the “Amendment
Effective Date”)
on
which the Administrative Agent shall have received all of the
following:
(a)
Duly
executed counterparts of this Agreement (which may be by telecopy) from each
of
the Borrower and the Required Lenders and an acknowledgement thereof duly
executed by the Administrative Agent; and
-3-
(b)
The
Seven Bar Investor Contribution Agreement in the form of Exhibit A hereto,
duly
executed by the Investor and acknowledged by each of the Borrower and the
Administrative Agent.
Section
8. Acquisition
Effective Date.
The
waiver set forth in Section 3(b) above shall become effective on the first
date
(the “Acquisition
Effective Date”)
on
which the Administrative Agent shall have received all of the
following:
(a)
All
certificates, legal opinions, amendments to Security Documents, agreements
and
other documents required to be delivered or filed pursuant to Section 6.11
of
the Loan Agreement, in each case reasonably acceptable in form and substance
to
the Administrative Agent;
(b)
Evidence reasonably satisfactory to the Administrative Agent that (i) the
‘Preliminary Purchase Price’ (as such term is defined in the Seven Bar Purchase
Agreement) has been paid in accordance with the Seven Bar Purchase Agreement;
(ii) all existing Indebtedness of the Seven Bar Companies has been paid
off, except for any Indebtedness which, after giving effect to this Agreement,
will constitute Permitted Indebtedness; (iii) consents or estoppel letters
have been obtained from Xxxxxxxx Memorial Airport in Hailey, Idaho and
Albuquerque International Airport in Albuquerque, New Mexico as required
pursuant to the Seven Bar Purchase Agreement; (iv) the Seven Bar Companies
and their operations are covered by insurance in compliance with the Loan
Agreement; and (iv) Seven Bar Flying Service, Inc. is no longer an
Affiliate of any of the Seven Bar Companies;
(c)
Evidence reasonably satisfactory to the Administrative Agent that all other
conditions precedent to the “Closing” (as such term is defined in the Seven Bar
Purchase Agreement) set forth in Article 7 of the Seven Bar Purchase Agreement
shall have been satisfied as of such date, provided
that the
Borrower may waive any condition precedent in the Seven Bar Purchase Agreement
relating to the consents and estoppels to be obtained with respect to Four
Corners Regional Airport in Farmington, New Mexico.
Section
9. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK.
Section
10. Severability.
If any
provision of this Agreement is held to be illegal, invalid or unenforceable,
the
legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section
11. Headings.
The
headings in this Agreement have been included herein for convenience of
reference only, are not part of this Agreement, and shall not be taken into
consideration in interpreting this Agreement.
Section
12. Entire
Agreement.
This
Agreement comprises the complete and integrated agreement of the parties hereto
on the subject matter hereof and supersedes all prior agreements, written or
oral, on such subject matter.
-4-
Section
13. Counterparts.
This
Agreement may be executed by one or more of the parties hereto on any number
of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be maintained by the Borrower and
the
Administrative Agent.
[Signature
pages follow.]
-5-
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized as of the day and year first
above
written.
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ATLANTIC
AVIATION FBO INC.
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By:
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/s/
Xxxxx X. Xxxxxx
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Name: Xxxxx
X. Xxxxxx
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Title: CEO
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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Acknowledged
by:
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DEPFA
BANK plc, as Administrative Agent
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By:
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/s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Director
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By:
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/s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
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Title: Managing
Director
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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DEPFA
BANK plc, as Term Loan Lender
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By:
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/s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Director
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By:
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/s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
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Title: Managing
Director
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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THE
GOVERNOR AND COMPANY
OF
THE BANK OF IRELAND,
as
Term Loan Lender
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By:
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/s/
Xxxxxx Xxxxxx
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Name: Xxxxxx
Xxxxxx
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Title: Associate
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By:
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/s/
Xxxxx Xxxxxx
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Name: Xxxxx
Xxxxxx
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Title: Manager
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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DEKA
BANK
DEUTSCHE
GIROZENTRALE,
as
Term Loan Lender
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By:
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/s/
Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx
Xxxxxxxxxx
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Title: Vice
President
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By:
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/s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Executive
Director
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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WESTLB
AG, NEW YORK BRANCH
as
Term Loan Lender
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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DEPFA
BANK plc, as Capex Loan Lender
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By:
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/s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Director
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By:
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/s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
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Title: Managing
Director
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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THE
GOVERNOR AND COMPANY
OF
THE BANK OF IRELAND,
as
Capex Loan Lender
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By:
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/s/
Xxxxxx Xxxxxx
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Name: Xxxxxx
Xxxxxx
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Title: Associate
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By:
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/s/
Xxxxx Xxxxxx
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Name: Xxxxx
Xxxxxx
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Title: Manager
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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DEKA
BANK
DEUTSCHE
GIROZENTRALE,
as
Capex Loan Lender
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By:
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/s/
Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx
Xxxxxxxxxx
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Title: Vice
President
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By:
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/s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Executive
Director
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
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DEPFA
BANK plc,
as
Revolving Loan Lender and Issuing Bank
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By:
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/s/
Xxxxx Xxxx
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Name: Xxxxx
Xxxx
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Title: Director
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By:
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/s/
Xxxxxx Xxxxx
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Name: Xxxxxx
Xxxxx
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Title: Managing
Director
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AMENDMENT
NO. 4 TO ATLANTIC AVIATION LOAN AGREEMENT
EXHIBIT
A
FORM
OF INVESTOR CONTRIBUTION AGREEMENT
(See
attached)
Exh.
A -
1
MACQUARIE
FBO HOLDINGS LLC
December
__, 2007
DEPFA
BANK plc,
as
Administrative Agent
0
Xxxxxxx
Xxxxxx
Xxxxxx
0
Xxxxxxx
Attention:
Xxxxx Xxxxx
Atlantic
Aviation FBO Inc.
0000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxx,
Xxxxx 00000
Attention:
Xxxxxx Xxxxxx
Dear
Sir
or Madam,
RE:
Investor Contribution Agreement
We
refer
to (i) the Loan Agreement dated as of September 27, 2007 by and among
Atlantic Aviation FBO Inc. (the “Borrower”),
the
several banks and other financial institutions from time to time parties thereto
as lenders (the “Lenders”),
issuing bank or hedging banks, and DEPFA BANK plc as administrative agent (in
that capacity, the “Administrative
Agent”)
(as
amended, the “Loan
Agreement”),
(ii) the Stock Purchase Agreement dated as of December __, 2007 among Seven
Bar Enterprises, Inc. (the “Seven
Bar Seller”),
as
seller, the Borrower, as buyer, the X. Xxxx Black Trust, and X. Xxxx Black
(the
“SPA”),
and
(iii) Waiver and Amendment Number Four to Loan Agreement, dated as of the
date hereof, by and among the Borrower, the Lenders party thereto and the
Administrative Agent (“Amendment
No. 4”).
All
capitalized terms used but not otherwise defined herein shall have the meanings
set forth in Appendix A to the Loan Agreement, and the rules of interpretation
set forth in Appendix A to the Loan Agreement shall apply to this letter
agreement. We hereby acknowledge that it is a condition precedent to the
effectiveness of Amendment No. 4 that the Investor, the Borrower and the
Administrative Agent shall have executed and delivered this letter
agreement.
1. Equity
Contribution.
The
Investor hereby covenants to the Borrower and the Administrative Agent as
follows:
(a) The
Investor shall cause the ‘Preliminary Purchase Price’ (as such term is defined
in the SPA) to be paid in full accordance with the SPA solely from funds
contributed by the Investor to the Borrower.
(b) Promptly,
but in any event within five (5) Business Days, after receiving notice from
the
Borrower or the Administrative Agent that the Borrower is required to make
any
other payments to the Seven Bar Seller pursuant to the SPA, including pursuant
to Sections 2(h) (Post-Closing Adjustment to Preliminary Purchase Price), 8(c)
(Indemnification Provisions for Seller’s Benefit), or 8(g) (Environmental
Remedies) thereof, or pursuant to the Tax Matters Agreement (as such term is
defined in the SPA), the Investor shall make additional equity contributions
to
the Borrower in an amount equal to any such required payments.
(c) The
Investor shall pay all reasonable out-of-pocket expenses incurred by the
Administrative Agent or the Borrower, including the fees, charges and
disbursements of any counsel for the Administrative Agent or the Borrower,
in
connection with the enforcement, attempted enforcement or protection of their
respective rights in connection with this letter agreement or any other Loan
Document.
2. Enforcement.
The
Investor acknowledges and agrees that this letter agreement is entered into
for
the benefit of the Borrower and the Administrative Agent, acting on behalf
of
the Financing Parties, and that the Administrative Agent, on behalf of the
Financing Parties, shall have the right (but not the obligation) to proceed
directly against the Investor to enforce any obligations of the Investor
hereunder.
3. Limitation
of Liability.
The
obligations of the Investor under this letter agreement are limited as set
forth
herein and shall in no way create any recourse, liability or obligation
(contingent or otherwise) to or on the part of Investor or any of its Affiliates
beyond the liabilities expressly set out in this letter agreement. No further
liability and no promise of any additional commitments are to be inferred or
implied.
4. Representations
and Warranties.
The
Investor warrants and represents to the Borrower and the Administrative Agent
as
follows:
(a) The
Investor is a duly organized, validly existing limited liability company
organized and in good standing under the laws of the State of Delaware, and
has
all requisite power and authority to conduct its business and to own its
property as now conducted or owned;
(b) The
execution, delivery and performance by the Investor of this letter agreement,
and the performance of its obligations hereunder, are within the Investor’s
limited liability company powers, have been duly authorized by all necessary
action, and do not (i) contravene the Investor’s organizational documents, (ii)
violate any Governmental Rule, or (iii) conflict with or result in the breach
of, or constitute a default under, any contract, loan agreement, indenture,
mortgage, deed of trust, lease or other instrument binding on or affecting
the
Investor or any of its property or assets; and
(c) This
letter agreement has been duly executed and delivered by a duly authorized
representative of the Investor and constitutes a legal, valid and binding
obligation of the Investor, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, and similar laws affecting the
enforcement of creditors’ rights generally and general principles of equity.
2
5. Notices.
All
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified
or
registered mail or sent by telecopy, with a copy to each party hereto, as
follows:
| (a) |
if
to the Borrower:
|
Atlantic
Aviation FBO Inc.
0000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxx,
XX
00000
Attention:
Xxxxxx Xxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
with
a
copy to:
Macquarie
Infrastructure Company Inc.
000
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
and
Pillsbury
Xxxxxxxx Xxxx Xxxxxxx LLP
0000
Xxxxxx Xxxxxxxxx
XxXxxx,
Xxxxxxxx 00000
Attention:
Xxxxx X. Xxxxxx, Esq.
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
| (b) |
if
to the Administrative Agent:
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DEPFA
BANK plc
0
Xxxxxxx
Xxxxxx
Xxxxxx
0
Xxxxxxx
Attention:
Xxxxx Xxxxx
Telephone:
x000 0 000 0000
Facsimile:
x000 0 000 0000
3
| (c) |
If
to the Investor:
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Macquarie
FBO Holdings LLC
c/o
Macquarie Infrastructure Company Inc.
000
Xxxx
00xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Any
party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties. All notices and other
communications given to any party hereto in accordance with the provisions
of
this Agreement shall be deemed to have been given on the date of
receipt.
6. Assignment
/ Termination.
This
letter agreement shall be binding upon, and inure to the benefit of, the parties
hereto and their respective successors and assigns, provided
that
neither the Investor nor the Borrower may assign or otherwise transfer any
of
their respective rights or obligations hereunder without the prior written
consent of the Administrative Agent (and any attempted assignment or transfer
by
the Investor or the Borrower without such consent shall be null and void).
This
letter agreement shall remain in full force and effect until all Obligations
to
be paid or performed under the Loan Documents have been indefeasibly paid and
performed in full and the Commitments under the Loan Documents have been
terminated.
7. General
Provisions.
This
letter agreement may be executed in any number of counterparts, which together
shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this letter agreement by
telecopy shall be effective as delivery of a manually executed counterpart
of
this letter agreement.
This
letter agreement shall be governed by, and construed in accordance with, the
law
of the State of New York.
[Signature
pages follow.]
4
| Very truly yours, | |||
| MACQUARIE FBO HOLDINGS LLC | |||
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By:
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MACQUARIE
INFRASTRUCTURE COMPANY INC.,
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its
managing member
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By:
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Name:
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Title:
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INVESTOR
CONTRIBUTION AGREEMENT
(ATLANTIC -
SEVEN BAR ACQUISITION)
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Acknowledged
by:
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DEPFA
BANK plc
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as
Administrative Agent
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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INVESTOR
CONTRIBUTION AGREEMENT
(ATLANTIC -
SEVEN BAR ACQUISITION)
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Acknowledged
by:
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ATLANTIC
AVIATION FBO INC.
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By:
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Name:
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Title:
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INVESTOR
CONTRIBUTION AGREEMENT
(ATLANTIC -
SEVEN BAR ACQUISITION)
