EXHIBIT 10.2
FIRST AMENDMENT
FIRST AMENDMENT (the "Amendment"), dated as of April 1997, among MAPLE
LEAF AEROSPACE, INC. ("Holdings"), AEROSPACE ACQUISITION CORP. ("Parent"),
TRI-STAR AEROSPACE, INC. (f/k/a AEROSPACE MERGER SUB I, INC.) (the
"Borrower"), TRI-STAR AEROSPACE CO., 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.
W I T N E S S E T H :
WHEREAS Holdings, Parent, 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 that certain provision of the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 9.05(g) of the Credit Agreement is hereby amended by deleting
the reference to "300,000" appearing therein and by inserting in lieu thereof a
reference to "500,000".
2. In order to induce the Banks to enter into this Amendment, each of
Holdings, Parent 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 First
Amendment Effective Date (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 or Event of Default on the First Amendment Effective Date (as defined
herein) in each case both before and after giving effect to this Amendment.
3. 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.
4. 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.
5. 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.
6. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when each of Holdings, Parent, the Borrower, and the
Required Banks 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.
7. From and after the First 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.
-2-
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/ Xxxxxxx Xxxxxx
---------------------------------
Title: Chairman
AEROSPACE ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Title: Chairman
TRI-STAR AEROSPACE CO.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Title: Chairman
BANKERS TRUST COMPANY
By:
---------------------------------
Title:
PRIME INCOME TRUST
By:
---------------------------------
Title:
-3-
BANKERS TRUST COMPANY
By: /s/ Xxxx Xxx Xxxxx
---------------------------------
Title: MANAGING DIRECTOR
-4-
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/ ILLEGIBLE
---------------------------------
Title: Vice President
-5-
KEY BANK N.A.
By: /s/ ILLEGIBLE
---------------------------------
Title: Vice President
-6-
LASALLE NATIONAL BANK
By: /s/ ILLEGIBLE
---------------------------------
Title: FIRST VICE PRESIDENT
-0-
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: XXXXXX XXXXXXXX, CFA
AUTHORIZED SIGNATORY
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Title: XXXXXX XXXXXXXX, CFA
AUTHORIZED SIGNATORY
-8-
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Title: XXXXXX X. XXXX
PORTFOLIO ANALYST
-9-
XXX XXXXXX AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: XXXXXXX X. XXXXXXX
Senior Vice President & Director
-10-
