2- (b) Clause (c) of Article 7 of the Credit Agreement is hereby amended and restated in its entirety as follows: (c) Excess Availability. Borrowers shall have Excess Availability at all times of at least (i) as of any date of determination during the...
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AMENDMENT NUMBER THIRTEEN TO CREDIT AGREEMENT
THIS AMENDMENT NUMBER THIRTEEN TO CREDIT AGREEMENT (this
"Amendment"), dated as of July 22, 2016, is entered into by and among the lenders identified on
the signature pages hereof (such Lenders, together with their respective successors and permitted
assigns, are referred to hereinafter each individually as a "Lender" and, collectively, as the
"Lenders"), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, a national banking
association ("▇▇▇▇▇ Fargo"), as administrative agent for each member of the Lender Group and
the Bank Product Providers (as such terms are defined in the below referenced Credit
Agreement) (in such capacity, together with its successors and assigns in such capacity,
"Agent"), ▇▇▇▇▇▇▇▇ INCORPORATED (formerly known as ▇▇▇▇▇▇▇▇ Air-Crane
Incorporated), a Delaware corporation ("EAC"), ▇▇▇▇▇▇▇▇ HELICOPTERS, INC. (formerly
known as Evergreen Helicopters, Inc.), an Oregon corporation ("Helicopters") (Helicopters,
together with EAC, are referred to hereinafter each individually as a "Borrower", and
individually and collectively, jointly and severally, as the "Borrowers"), the Subsidiaries of
Borrowers identified on the signature pages hereof (such Subsidiaries are referred to hereinafter
each individual as a "Guarantor", and individually and collectively, jointly and severally, as the
"Guarantors"), and in light of the following:
WITNESSETH
WHEREAS, Lenders, Agent, ▇▇▇▇▇ Fargo, as lead arranger, book runner, syndication
agent, and documentation agent, and Borrowers are parties to that certain Credit Agreement,
dated as of May 2, 2013 (as amended, restated, supplemented, or otherwise modified from time
to time, the "Credit Agreement");
WHEREAS, Borrowers have requested that Agent and Lenders make certain
amendments to the Credit Agreement;
WHEREAS, upon the terms and conditions set forth herein, Agent and Required Lenders
are willing to accommodate Borrowers' requests.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Defined Terms. All initially capitalized terms used herein (including the
preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the
Credit Agreement (including Schedule 1.1 thereto), as amended hereby.
2. Amendments to Credit Agreement. Subject to the satisfaction (or waiver in
writing by Agent) of the conditions precedent set forth in Section 4 hereof, the Credit Agreement
is hereby amended as follows:
(a) Section 2.3(d)(i) is hereby amended by adding the following sentence to
the end thereof: "Agent shall notify the Lenders as soon as practicable of each Protective
Advance."
Exhibit 10.1
-2-
(b) Clause (c) of Article 7 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(c) Excess Availability. Borrowers shall have Excess Availability at
all times of at least (i) as of any date of determination during the period from July
25, 2016 through and including August 15, 2016, $10,000,000, (ii) as of any date
of determination during the period from August 16, 2016 through and including
August 22, 2016, $12,000,000, (iii) as of any date of determination during the
period from August 23, 2016 through and including August 29, 2016,
$13,500,000, and (iv) as of any date of during the period from August 30, 2016
through and including October 2, 2016, $17,500,000, and (v) as of any date of
determination during the period from October 3, 2016 through and including
December 31, 2016, $20,000,000.
(c) Schedule 1.1 to the Credit Agreement is hereby amended by inserting the
following new definitions therein in the appropriate alphabetical order:
"Thirteenth Amendment" means that certain Amendment Number
Thirteen dated as of July 22, 2016 (and effective as of the Thirteenth Amendment
Effective Date) among Agent, the Lenders party thereto, Borrowers, and the Guarantors
party thereto.
"Thirteenth Amendment Effective Date" shall have the meaning assigned
thereto in the Thirteenth Amendment.
(d) The definition of "Applicable Margin" set forth in Schedule 1.1 to the
Credit Agreement is hereby amended and restated in its entirety as follows:
"Applicable Margin" means, as of any date of determination and
with respect to Base Rate Loans or LIBOR Rate Loans, as applicable, the
applicable margin set forth in the following table that corresponds to the Senior
Leverage Ratio of Borrowers for the most recently completed fiscal quarter;
provided, that for the period from the Closing Date through and including the date
that is six months after the Closing Date, the Applicable Margin shall be set at the
margin in the row styled "Level III"; provided further, that, effective as of the
Thirteenth Amendment Effective Date, the Applicable Margin shall be set at the
margin in the row styled "Level I":
Level Senior Leverage Ratio
Applicable Margin in
respect of Base Rate
Loans
Applicable Margin in
respect of LIBOR Rate
Loans
I 5.50% 6.50%
II ≥ 3.5x 3.50% 4.50%
III < 3.5x and ≥ 3.0x 3.25% 4.25%
IV < 3.0x and ≥ 2.5x 3.00% 4.00%
V < 2.5x and ≥ 2.0x 2.75% 3.75%
VI < 2.0x 2.25% 3.25%