EXECUTION COPY
THIRD AMENDMENT AND AGREEMENT
THIRD AMENDMENT AND AGREEMENT, dated as of October 15, 1997 (this
"AMENDMENT"), to the Existing Credit Agreement (as hereinafter defined), by
and among INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a Delaware corporation
(the "BORROWER"), and BNY FINANCIAL CORPORATION, a New York corporation
(the "LENDER").
RECITALS
The borrower and the Lender have entered into the Existing Credit
Agreement, pursuant to which the Lender is providing to the Borrower (i) a
$13,000,000.00 revolving credit facility (the "REVOLVER FACILITY"), (ii) a
$3,000,000.00 term loan facility (the "TERM LOAN A FACILITY"), (iii) a
$3,750,000.00 term loan facility (the "TERM LOAN B FACILITY") and (iv) a
$1,5000,000.00 term loan facility (the "TERM LOAN C FACILITY") which are
secured by accounts receivable, inventory and other collateral of the
Borrower. The Borrower has requested that the Lender provide an additional
$1,600,000.00 term loan facility (as more specifically defined below, the
"TERM LOAN D FACILITY") for the acquisition of one (1) XxXxxxxxx Xxxxxxx
DC-9-51 aircraft (bearing manufacturer's serial number 47667) (the
"AIRCRAFT ACQUISITION"). Subject to the terms and conditions hereof, the
Lender is willing to provide the Term Loan D Facility to the Borrower and
to amend certain provisions of the Existing Credit Agreement in order to
effectuate the foregoing.
In consideration of the foregoing and of the mutual covenants and
undertakings herein contained, the parties hereto hereby agree that the
Existing Credit Agreement is amended as hereinafter provided.
****ARTII.
Definitions
A.DEFINITIONS. (A) IN ADDITION TO THE DEFINITIONS SET FORTH IN THE
HEADING AND THE RECITALS TO THIS AMENDMENT, THE FOLLOWING DEFINITIONS SHALL
APPLY TO THIS AMENDMENT:
"AGREEMENTS": means the Credit Agreement, dated as of September 30,
1996, between the Borrower and the Lender, as amended by the First
Amendment, Waiver and Agreement, dated as of March 24, 1997, between the
Borrower and the Lender and the Second Amendment, Waiver and Agreement,
dated as of September 9, 1997, between the Borrower and the Lender, as
further amended, supplemented or otherwise modified from time to time up to
and including this Amendment.
"EXISTING CREDIT AGREEMENT": means the Credit Agreement, dated as of
September 30, 1996, between the borrower and the Lender, as amended by the
First Amendment, Waiver and Agreement, dated as of March 24, 1997, between
the Borrower and the Lender and the Second Amendment, Waiver and Agreement,
dated as of September 9, 1997, between the Borrower and the Lender, as the
same may have been further amended, supplemented or modified from time to
time up to but not including the effectiveness of this Amendment.
"THIRD AMENDMENT DOCUMENTS": this Amendment, the Sun Jet Consent and
Agreement (as defined in Article III, Section 1 hereof), the Term Loan D
Aircraft Chattel Mortgage (as defined in Article III, Section 1 hereof),
the sun Jet Lease (as defined in Article III, Section 1 hereof) the Sun Jet
Aircraft Lease Supplement and Receipt (as defined in Article III, Section 1
hereof), Term Note D (as defined in Article III, Section 1 hereof), and any
other agreements, instruments and documents executed or delivered pursuant
to or in connection with this Amendment and the transactions contemplated
thereby.
*1.UNLESS OTHERWISE INDICATED, CAPITALIZED TERMS THAT ARE USED BUT NOT
DEFINED HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE EXISTING
CREDIT AGREEMENT.
****ARTIII.
Representations
A.REPRESENTATIONS. (A) THE BORROWER HEREBY REPRESENTS AND WARRANTS
AS FOLLOWS:
*a) IT (A) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (B)
HAS THE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO OWN AND OPERATE
ITS PROPERTY, TO LEASE THE PROPERTY IT OPERATES AS LESSEE AND TO
CONDUCT THE BUSINESS IN WHICH IT IS CURRENTLY ENGAGED, (C) IS DULY
QUALIFIED AND IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION
WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE CONDUCT OF
ITS BUSINESS REQUIRES SUCH QUALIFICATION AND (D) IS IN COMPLIANCE WITH
ALL REQUIREMENTS OF LAW EXCEPT TO THE EXTENT THAT THE FAILURE TO
COMPLY THEREWITH REASONABLY COULD NOT, IN THE AGGREGATE, BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
*b) IT HAS THE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO MAKE,
DELIVER AND PERFORM THIS AMENDMENT AND THE OTHER THIRD AMENDMENT
DOCUMENTS TO WHICH IT IS A PARTY AND TO BORROW UNDER THE AGREEMENT AND
HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE BORROWINGS ON THE
TERMS AND CONDITIONS OF THE AGREEMENT AND THIS AMENDMENT AND TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THE THIRD
AMENDMENT DOCUMENTS TO WHICH IT IS A PARTY. NO CONSENT OR
AUTHORIZATION OF, FILING WITH, NOTICE TO OR OTHER ACT BY OR IN RESPECT
OF, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED IN
CONNECTION WITH THE BORROWINGS UNDER THE AGREEMENT OR WITH THE
EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THE
THIRD AMENDMENT DOCUMENTS TO WHICH IT IS A PARTY. EACH THIRD
AMENDMENT DOCUMENT TO WHICH THE BORROWER IS A PARTY HAS BEEN OR WILL
BE DULY EXECUTED AND DELIVERED ON BEHALF OF THE BORROWER. EACH THIRD
AMENDMENT DOCUMENT TO WHICH THE BORROWER IS A PARTY WHEN EXECUTED AND
DELIVERED WILL CONSTITUTE A LEGAL, VALID AND BINDING OBLIGATION OF THE
BORROWER ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY, FRAUDULENT CONVEYANCE,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE PRINCIPLES
(WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN
IMPLIED CONVENANT OF GOOD FAITH AND FAIR DEALING.
*c) THE CONDITIONS CONTAINED IN ARTICLE IV HEREOF HAVE BEEN
SATISFIED.
(B) THE BORROWER REPRESENTS THAT EACH OF THE CREDIT DOCUMENTS IS ON
THE DATE HEREOF IN FULL FORCE AND EFFECT.
****ARTII.
****ARTIII. AMENDMENTS TO EXISTING CREDIT AGREEMENT
A.AMENDMENTS TO SECTION 1. (a) Section 1.1 of the Existing Credit
Agreement is hereby amended by inserting the following new definitions
therein in alphabetical order:
"THIRD AMENDMENT": that certain Third Amendment and
Agreement, dated as of October ______, 1997, between the Borrower
and the Lender.
"THIRD AMENDMENT DOCUMENTS": the Third Amendment, the Sun
Jet Consent and Agreement, the Term Loan D Aircraft Chattel
Mortgage, the Sun Jet Lease, the Sun Jet Aircraft lease
Supplement and Receipt, Term Note D, and any other agreements,
instruments and documents executed or delivered pursuant to or in
connection with the Third Amendment and the transactions
contemplated thereby.
"THIRD AMENDMENT EFFECTIVE DATE": the date on which all of
the conditions precedent to the effectiveness of the Third
Amendment set forth in Article IV of the Third Amendment are
first satisfied or waived.
"SUN JET": means Sun Jet International, Inc., a Delaware
corporation.
"SUN JET AIRCRAFT LEASE SUPPLEMENT AND RECEIPT": the
collective reference to the Lease Supplement and Receipt, dated
as of the date of its execution and delivery between the Borrower
and Sun Jet.
"SUN JET CONSENT AND AGREEMENT": that certain Consent and
Agreement, dated as of the date hereof, by and among Sun Jet, the
Borrower and the Lender, in respect of the Sun Jet Lease.
"SUN JET LEASE": the Aircraft Lease Agreement in respect of
the Term Loan D Aircraft, dated as of September 5, 1997, and
between Sun Jet (as lessee) and the Borrower (as lessor), as
amended by that certain Amendment No. 1 to Aircraft Lease
Agreement dated as of September 16, 1997, as the same may be
further amended, supplemented or modified from time to time.
"TERM LOAN D": as defined in Section 2.3(c) (together with
any advance made in connection with the substitution of a Term
Loan D Aircraft or a Term Loan D Aircraft Engine pursuant to
Section 2.5(c)).
"TERM LOAN D AIRCRAFT": means each Aircraft owned from time
to time by the Borrower and listed as a Term Loan D Aircraft and
described on SCHEDULE I hereto, as the same may be amended or
modified from time to time in accordance with this Agreement.
"TERM LOAN D AIRCRAFT CHATTEL MORTGAGE": the Aircraft
Chattel Mortgage, dated as of the Third Amendment Effective Date,
from the Borrower to the Lender with respect to a Term Loan D
Aircraft.
"TERM LOAN D AIRCRAFT ENGINE": means each Aircraft Engine
owned from time to time by the borrower and listed as a Term Loan
D Aircraft Engine and described on SCHEDULE I hereto, as the same
may be amended or modified from time to time in accordance with
this Agreement.
"TERM LOAN D BORROWING BASE": at any time, an amount equal
to 80% (or such other percentage as the Lender shall determine in
its sole discretion) of the Forced Liquidation Value, after
deduction of any applicable Collateral Reserves, at such time, of
all Term Loan D Aircraft.
"TERM LOAN D FACILITY": at any time, the obligation of the
Lender to make Term Loan D in accordance with the provisions of
this Agreement, which shall not exceed an amount equal to
$1,600,000.00 MINUS the aggregate amount of repayments of
principal then required to have been made in accordance with
SCHEDULE 2.3C.
"TERM NOTE D": a promissory note of the Borrower evidencing
Term Loan D, in form and substance acceptable to the Lender.
*1.THE DEFINITION OF THE TERM "APPROVED AIRCRAFT" IN SECTION 1.1 OF
THE EXISTING CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND
REPLACED BY THE FOLLOWING:
"APPROVED AIRCRAFT": means the collective reference to the
Term Loan A Aircraft, the Term Loan A Aircraft Engines, the Term
Loan B Aircraft, the Term Loan B Aircraft Engines, the Term Loan
C Aircraft, the Term Loan C Aircraft Engines, the Term Loan D
Aircraft and the Term Loan D Aircraft Engines."
*1.THE DEFINITION OF THE TERM "CREDIT DOCUMENTS" IN SECTION 1.1 OF THE
EXISTING CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY
THE FOLLOWING:
"CREDIT DOCUMENTS": this Agreement, the First Amendment,
the Second Amendment, the Third Amendment, the Security
Documents, each Consent and Agreement, Term Note A, Term Note B,
Term Note C, Term Note D, any Revolver Note and any other
documents, agreements or instruments executed and delivered to
the Lender pursuant to Section 6.11."
*1.THE DEFINITION OF "REVOLVER RESERVE" IN SECTION 1.1 OF THE EXISTING
CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY THE
FOLLOWING:
"REVOLVER RESERVE": as of any date, an amount equal to the
lesser of (i) the amount, if any, by which the sum determined in
accordance with clause I of the definition of Revolver Borrowing
Base on such date exceeds the aggregate outstanding Revolver
Advances on such date and (ii) the amount, if any, by which the
sum of the Term Loan A Facility (without regard to any Term Loan
A borrowings made prior to or on such date) on such date, the
Term Loan B Facility (without regard to any Term Loan B
borrowings made prior to or on such date) on such date, the Term
Loan C Facility (without regard to any Term Loan C borrowings
made prior to or on such date) and the Term Loan D Facility
(without regard to any Term Loan D borrowings made prior to or on
such date) on such date exceeds the sum of the Term Loan A
Borrowing Base on such date, the Term Loan B Borrowing Base, the
Term Loan C Borrowing Base and the Term Loan D Borrowing Basse on
such date."
*1.THE DEFINITION OF "TERM LOAN BORROWING BASES" IN SECTION 1.1 OF THE
EXISTING CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY
THE FOLLOWING:
"TERM LOAN BORROWING BASES": the collective reference to
the Term Loan A Borrowing Base, the Term Loan B Borrowing Base,
the Term Loan C Borrowing Base and the Term Loan D Borrowing
Base.
*1.THE DEFINITION OF "TERM LOAN FACILITIES" IN SECTION 1.1 OF THE
EXISTING CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY
THE FOLLOWING:
"TERM LOAN FACILITIES": the collective reference to the
Term Loan A Facility, the Term Loan B Facility, the Term Loan C
Facility and the Term Loan D Facility.
*1.THE DEFINITION OF "TERM LOANS" IN SECTION 1.1 OF THE EXISTING
CREDIT AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY THE
FOLLOWING:
"TERM LOANS": the collective reference to Term Loan A, Term
Loan B, Term Loan C and Term Loan D.
A.AMENDMENTS TO SECTION 2.3. (a) subsection (a) of Section 2.3 of the
Existing Credit Agreement is hereby amended by deleting the parenthetical
in the seventh line thereof in its entirety and replacing it with the
following: "(without regard to the Term Loan B Facility, the Term Loan B
Borrowing Base, the Term Loan C Facility, the Term Loan C Borrowing Base,
the Term Loan D Facility or the Term Loan D Borrowing Base)".
(b) Section 2.3 of the Existing Credit Agreement is hereby amended by
inserting the following as subsection (d) at the end of such Section:
"(d) Subject to the terms and conditions hereof, the Lender
agrees to make a term loan to the borrower in one advance (such
advance, together with any advances made in connection with the
substitution of Term Loan D Aircraft or Term Loan D Aircraft
Engines pursuant to Section 2.5(c) hereof, "TERM LOAN D") on the
Third Amendment Effective Date in the principal amount of the
lesser of (a) the Term Loan D Facility on such date and (b) the
Term Loan Borrowing Base on such date. Term Loan D shall be
dated the Third Amendment Effective Date, stated to mature in the
installments and amounts payable on the dates set forth in
SCHEDULE 2.3D hereto, and bear interest for the period from the
Third Amendment Effective Date on the unpaid principal amount
thereof at the applicable interest rates per annum specified in
Section 3.1. All payments of principal thereof shall reduce the
Term Loan D Facility on a dollar-for-dollar basis."
A.AMENDMENTS TO SECTION 2.5. Section 2.5 of the Existing Credit
Agreement is hereby amended by inserting the following as subsection (d) at
the end of such Section:
"(d) At the request of the Borrower and after substitution
of a Term Loan D Aircraft or a Term Loan D Aircraft Engine (the
"SUBSTITUTE TERM LOAN D AIRCRAFT OR ENGINE") for a Term Loan D
Aircraft or a Term Loan D Aircraft Engine which has been sold or
has suffered an Event of Loss within six months after repayment
of Term Loan D to the extent and as required by Section 3.3(d)
hereof, the Lender may make an advance in an amount equal to the
lesser of (i) 80% (or such other percentage as the Lender shall
determine in its sole discretion) of the Forced Liquidation Value
of the Substitute Term Loan D Aircraft or Engine, less any
applicable Collateral Reserve, and (ii) the amount, if any, by
which (A) $1,600,000.00 MINUS all repayments of principal made,
or required to have been made on or prior to the date of such
advance in accordance with SCHEDULE 2.3D hereto exceeds (B) the
outstanding principal balance of Term Loan D on such date (prior
to the making of such advance). Each such advance, if any, shall
be made in the sole and absolute discretion of the Lender and
shall be deemed to comprise part of Term Loan D for all purposes
hereunder and shall increase the Term Loan D Facility on a
dollar-for-dollar basis. From and after the making of such
advance the outstanding principal balance of Term Loan D shall
include the amount of such advance, interest shall be payable on
such amount, and the amount of each remaining scheduled principal
repayment shall be increased by an amount equal to (x) the amount
of such advance TIMES (y) a fraction the numerator of which is an
amount equal to such scheduled principal repayment and the
denominator of which is the aggregate amount of all remaining
scheduled principal repayments."
A.AMENDMENTS TO SECTION 3.3. Paragraph (b) of Section 3.3 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
"(b) (i) If on any date on which a Borrowing Base
Certificate is required to be delivered pursuant to Section
6.2(c), the aggregate outstanding principal amount of the
Term Loans exceeds an amount equal to the sum of the Term
Loan Borrowing Bases and the Revolver Reserve, the Borrower
shall immediately prepay the Term Loans in an aggregate
amount equal to the amount of such excess. The amount of
such payment shall reduce the Term Loan Facilities on a
dollar-for-dollar basis and shall be applied (A) first
against the repayment of Term Loan A to the extent that the
outstanding principal amount of Term Loan A exceeds the Term
Loan A Borrowing Base, then against the repayment of Term
Loan B to the extent that the outstanding principal amount
of Term Loan B exceeds the Term Loan B Borrowing Base, then
against the repayment of Term Loan C to the extent that the
outstanding principal amount of Term Loans C exceeds the
Term Loan C Borrowing Base, and then against the repayment
of Term Loan D, and (B) in each such case, against scheduled
repayments of principal on a PRO RATA basis.
*a) WITHOUT IN ANY WAY LIMITING THE PROVISIONS OF
CLAUSE (I) OF THIS SECTION 3.3(B), IF AT ANY TIME DURING THE
PERIOD COMMENCING WITH AND INCLUDING MONTH 25 AND ENDING
WITH AND INCLUDING MONTH 35, IN EACH CASE AS SET FORTH ON
SCHEDULE 2.3B hereto, the outstanding principal amount of
Term Loan B exceeds the sum of (i) the Term Loan B Borrowing
Base, (ii) the excess if any of the Term Loan A Borrowing
Base over the outstanding principal amount of Term Loan A,
(iii) the excess, if any, of the Term Loan C Borrowing Base
over the outstanding principal amount of Term Loan C, and
(iv) the excess, if any, of the Term Loan D Borrowing Base
over the outstanding principal amount of Term Loan D, the
Borrower shall immediately prepay Term Loan B in an amount
equal to such deficiency.
*b) WITHOUT IN ANY WAY LIMITING THE PROVISIONS OF
CLAUSE (I) OF THIS SECTION 3.3(B), IF AT ANY TIME DURING THE
PERIOD COMMENCING WITH AND INCLUDING MONTH 22 AND ENDING
WITH AND INCLUDING MONTH 26, IN EACH CASE AS SET FORTH ON
SCHEDULE 2.3C hereto, the outstanding principal amount of
Term Loan C exceeds the sum of (i) the Term Loan C Borrowing
Base, (ii) the excess if any of the Term Loan A Borrowing
Base over the outstanding principal amount of Term Loan A,
(iii) the excess if any of the Term Loan B Borrowing Base
over the outstanding principal amount of Term Loan B, and
(iv) the excess if any of the Term Loan D Borrowing Base
over the outstanding principal amount of Term Loan D, the
Borrower shall immediately prepay Term Loan C in an amount
equal to such deficiency.
*c) WITHOUT IN ANY WAY LIMITING THE PROVISIONS OF
CLAUSE (I) OF THIS SECTION 3.3(B), IF AT ANY TIME DURING THE
PERIOD COMMENCING WITH AND INCLUDING MONTH 22 AND ENDING
WITH AND INCLUDING MONTH 26, IN EACH CASE AS SET FORTH ON
SCHEDULE 2.3D hereto, the outstanding principal amount of
Term Loan D exceeds the sum of (i) the Term Loan D Borrowing
Base, (ii) the excess if any of the Term Loan A Borrowing
Base over the outstanding principal amount of Term Loan A,
(iii) the excess if any of the Term Loan B Borrowing Base
over the outstanding principal amount of Term Loan B, and
(iv) the excess if any of the Term Loan C Borrowing Base
over the outstanding principal amount of Term Loan C, the
Borrower shall immediately prepay Term Loan D in an amount
equal to such deficiency."
B.AMENDMENTS TO SECTION 3.5(G). SECTION 3.5(G) OF THE EXISTING CREDIT
AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED BY THE FOLLOWING:
"(G) THE BORROWER AGREES THAT, UPON THE REQUEST BY THE
LENDER, THE BORROWER WILL EXECUTE AND DELIVER TO THE LENDER
(I) A PROMISSORY NOTE OF THE BORROWER EVIDENCING TERM LOAN A
OF THE LENDER, IN FORM AND SUBSTANCE ACCEPTABLE TO THE
LENDER ("TERM NOTE A"), (ii) a promissory note of the
Borrower evidencing Term Loan B of the Lender, in form and
substance acceptable to the Lender ("TERM NOTE B"), (iii) a
promissory note of the Borrower evidencing Term Loan C of
the Lender, in form and substance acceptable to the Lender
("TERM NOTE C"), (iv) a promissory note of the Borrower
evidencing Term Loan D of the Lender, in form and substance
acceptable to the Lender ("TERM NOTE D"), an/or (v) a
promissory note of the Borrower evidencing the Revolver
Advances of the Lender in form and substance acceptable to
the Lender (a "REVOLVER NOTE")."
A.AMENDMENTS TO SECTION 6.2(C). SECTION 6.2(C) IS HEREBY DELETED IN
ITS ENTIRETY AND REPLACED BY THE FOLLOWING:
"(C) PRIOR TO 2:00 P.M., NEW YORK CITY TIME ON EACH
BUSINESS DAY, A BORROWING BASE CERTIFICATE SHOWING THE
REVOLVER BORROWING BASE, THE TERM LOAN A BORROWING BASE, THE
TERM LOAN B BORROWING BASE, THE TERM LOAN C BORROWING BASE
AND THE TERM LOAN D BORROWING BASE (BUT ONLY, (I) IN THE
CASE OF THE TERM LOAN A BORROWING BASE, IN CONNECTION WITH
THE DELIVERY OF THE FIRST SUCH CERTIFICATE HEREUNDER AND IN
EACH CASE THAT THE TERM LOAN A BORROWING BASE CHANGES FROM
THE AMOUNT THEREOF MOST RECENTLY REPORTED, (II) IN THE CASE
OF THE TERM LOAN B BORROWING BASE IN CONNECTION WITH THE
DELIVERY OF SUCH CERTIFICATE ON THE FIRST AMENDMENT
EFFECTIVE DATE AND IN EACH CASE THAT THE TERM LOAN B
BORROWING BASE CHANGES FROM THE AMOUNT THEREOF MOST RECENTLY
REPORTED), (III) IN THE CASE OF THE TERM LOAN C BORROWING
BASE, IN CONNECTION WITH THE DELIVERY OF SUCH CERTIFICATE ON
THE SECOND AMENDMENT EFFECTIVE DATE AND IN EACH CASE THAT
THE TERM LOAN C BORROWING BASE CHANGES FROM THE AMOUNT
THEREOF MOST RECENTLY REPORTED AND (IV) IN THE CASE OF THE
TERM LOAN D BORROWING BASE, IN CONNECTION WITH THE DELIVERY
OF SUCH CERTIFICATE ON THE THIRD AMENDMENT EFFECTIVE DATE
AND IN EACH CASE THAT THE TERM LOAN D BORROWING BASE CHANGES
FROM THE AMOUNT THEREOF MOST RECENTLY REPORTED), IN EACH
CASE AS OF THE IMMEDIATELY PRECEDING BUSINESS DAY, CERTIFIED
AS COMPLETE AND CORRECT BY A RESPONSIBLE OFFICER OR ANY VICE
PRESIDENT ON BEHALF OF THE BORROWER, WHICH BORROWING BASE
CERTIFICATE SHALL DISCLOSE DAILY UPDATES OF THE AMOUNT OF
ELIGIBLE ACCOUNTS AND ELIGIBLE LEASE PAYMENT RECEIVABLES,
WEEKLY UPDATES OF THE AMOUNT OF ELIGIBLE INVENTORY AND THE
FORCED LIQUIDATION VALUE OF APPROVED AIRCRAFT WHEN
REQUIRED;"
A.AMENDMENTS TO SCHEDULE I. SCHEDULE I TO THE EXISTING CREDIT
AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS IS SET FORTH ON
SCHEDULE I HERETO.
B.AMENDMENTS TO SCHEDULE 1.1. SCHEDULE 1.1 TO THE EXISTING CREDIT
AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS IS SET FORTH ON
SCHEDULE 1.1 HERETO,
C.AMENDMENTS TO SCHEDULES 2.3A, 2.3B AND 2.3C. SCHEDULES 2.3A, 2.3B
AND 2.3C ARE HEREBY AMENDED TO INCLUDE SCHEDULE 2.3D, WHICH SHALL READ AS
IS SET FORTH ON SCHEDULE 2.3D HERETO.
****ARTIII.
Conditions to Effectiveness
This Amendment, and the modification to the Credit Agreement provided
for herein, shall become effective on the date (the "THIRD AMENDMENT
EFFECTIVE DATE") on which all of the following conditions have been (or are
concurrently being) satisfied:
A.THE FOLLOWING DOCUMENTS SHALL HAVE BEEN EXECUTED AND DELIVERED BY
EACH PARTY THERETO:
*a) THIS AMENDMENT;
*b) THE TERM LOAN D AIRCRAFT CHATTEL MORTGAGE;
*c) THE SUN JET AIRCRAFT LEASE;
*d) THE SUN JET CONSENT AND AGREEMENT;
*e) THE TERM NOTE D; AND
*f) ALL UNIFORM COMMERCIAL CODE FINANCING STATEMENTS ON FORM UCC-
1 AND UCC-3 REQUIRED BY THE LENDER.
B.THE LENDER SHALL HAVE RECEIVED EXECUTED LEGAL OPINIONS OF KING &
SPALDING, SPECIAL COUNSEL TO THE BORROWER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDER AND TAKING INTO ACCOUNT THIS AMENDMENT AND THE
MATTERS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, OPINIONS WITH
RESPECT TO THE VALIDITY OF THE THIRD AMENDMENT DOCUMENTS AND THE
EFFECTIVENESS OF UCC FILINGS IN EACH STATE WHERE COLLATERAL DESCRIBED
THEREIN IS LOCATED). SUCH LEGAL OPINION SHALL COVER SUCH MATTERS INCIDENT
TO THE TRANSACTION CONTEMPLATED BY THIS AMENDMENT AND THE OTHER THIRD
AMENDMENT DOCUMENTS AS THE LENDER MAY REASONABLY REQUIRE.
C.THE LENDER SHALL HAVE RECEIVED THE EXECUTED LEGAL OPINION OF XXXXX &
XXXXXXX, SPECIAL FAA COUNSEL TO THE BORROWER, IN FORM AND SUBSTANCE
SATISFACTORY TO THE LENDER TAKING INTO ACCOUNT THIS AMENDMENT AND THE
MATTERS CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, OPINIONS AS TO
THE EFFECTIVENESS OF THE FILING OF THE SUN JET AIRCRAFT LEASE WITH THE
FAA). SUCH LEGAL OPINION SHALL COVER SUCH MATTERS INCIDENT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND THE OTHER THIRD AMENDMENT
DOCUMENTS AS THE LENDER MAY REASONABLY REQUIRE.
D.THE LENDER SHALL HAVE RECEIVED A COPY, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE LENDER, OF THE CORPORATE RESOLUTIONS OF THE
BORROWER, AUTHORIZING THE AIRCRAFT ACQUISITION AND THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS AMENDMENT AND THE OTHER THIRD AMENDMENT DOCUMENTS
TO WHICH THE BORROWER IS A PARTY, CERTIFIED BY THE SECRETARY OR AN
ASSISTANT SECRETARY OF THE BORROWER AS OF THE THIRD AMENDMENT EFFECTIVE
DATE, WHICH CERTIFICATES SHALL STATE THAT THE RESOLUTIONS OR AUTHORIZATIONS
THEREBY CERTIFIED HAVE NOT BEEN AMENDED, MODIFIED, REVOKED OR RESCINDED AS
OF THE DATE OF SUCH CERTIFICATE.
E.THE LENDER SHALL HAVE RECEIVED A CERTIFICATE OF THE SECRETARY OR AN
ASSISTANT SECRETARY OF THE BORROWER, DATED THE THIRD AMENDMENT EFFECTIVE
DATE, AS TO THE INCUMBENCY AND SIGNATURE OF THE OFFICER(S) OF THE BORROWER
EXECUTING EACH THIRD AMENDMENT DOCUMENT TO WHICH IT IS A PARTY AND ANY
CERTIFICATE OR OTHER DOCUMENT TO BE DELIVERED BY IT PURSUANT HERETO,
TOGETHER WITH EVIDENCE OF THE INCUMBENCY OF SUCH SECRETARY OR ASSISTANT
SECRETARY.
F.THE LENDER SHALL HAVE RECEIVED CERTIFICATES FROM THE BORROWER,
STATING THAT ITS GOVERNING DOCUMENTS HAVE NOT BEEN AMENDED SINCE SEPTEMBER
30, 1996.
G.THE LENDER SHALL HAVE RECEIVED COPIES OF CERTIFICATES DATED AS OF A
RECENT DATE FROM THE SECRETARY OF STATE OR OTHER APPROPRIATE AUTHORITY OF
SUCH JURISDICTION, EVIDENCING THE GOOD STANDING OF THE BORROWER IN THE
STATE OF ITS ORGANIZATION AND IN EACH STATE WHERE THE OWNERSHIP, LEASE OR
OPERATION OF PROPERTY OR THE CONDUCT OF BUSINESS REQUIRES IT TO QUALIFY AS
A FOREIGN CORPORATION OR OTHER ENTITY EXCEPT WHERE THE FAILURE TO SO
QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
H.THE LENDER SHALL HAVE RECEIVED ALL CHATTEL PAPER ORIGINAL COPIES OF
THE SUN JET LEASE AND ALL DOCUMENTS REQUIRED TO BE DELIVERED UNDER ARTICLE
THREE OF THE TERM LOAN D AIRCRAFT CHATTEL MORTGAGE.
I.EACH OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE BORROWER IN
OR PURSUANT TO THE CREDIT DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON AND AS OF THE THIRD AMENDMENT EFFECTIVE DATE AS IF
MADE ON AND AS OF SUCH DATE (EXCEPT TO THE EXTENT THE SAME RELATE TO
ANOTHER, EARLIER DATE, IN WHICH CASE THEY SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF SUCH EARLIER DATE).
X.XX DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
K.ALL CORPORATE AND OTHER PROCEEDINGS, AND ALL DOCUMENTS, INSTRUMENTS
AND OTHER LEGAL MATTERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY
THE THIRD AMENDMENT DOCUMENTS, THE EXISTING CREDIT AGREEMENT, THE CREDIT
AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE REASONABLY SATISFACTORY
IN FORM AND SUBSTANCE TO THE LENDER, AND THE LENDER SHALL HAVE RECEIVED
SUCH OTHER DOCUMENTS IN RESPECT OF ANY ASPECT OR CONSEQUENCE OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AS IT SHALL REASONABLY REQUEST.
L.THE LENDER SHALL HAVE RECEIVED A BORROWING BASE CERTIFICATE SHOWING
THE REVOLVER BORROWING BASE, THE TERM LOAN A BORROWING BASE, THE TERM LOAN
B BORROWING BASE, THE TERM LOAN C BORROWING BASE, AND THE TERM LOAN D
BORROWING BASE, IN EACH CASE AS OF THE BUSINESS DAY IMMEDIATELY PRECEDING
THE THIRD AMENDMENT EFFECTIVE DATE, WITH APPROPRIATE INSERTIONS AND DATED
THE THIRD AMENDMENT EFFECTIVE DATE, SATISFACTORY IN FORM AND SUBSTANCE TO
THE LENDER, EXECUTED BY A RESPONSIBLE OFFICER OR ANY VICE PRESIDENT OF THE
BORROWER.
M.THE LENDER SHALL HAVE RECEIVED EVIDENCE IN FORM AN SUBSTANCE
SATISFACTORY TO IT THAT ALL OF THE REQUIREMENTS OF SECTION 6.6 OF THE
EXISTING CREDIT AGREEMENT AND SECTION 5(O) OF THE BORROWER SECURITY
AGREEMENT SHALL HAVE BEEN SATISFIED WITH RESPECT TO THE TERM LOAN D
AIRCRAFT.
N.THE LENDER SHALL HAVE RECEIVED EVIDENCE IN FORM AND SUBSTANCE
SATISFACTORY TO IT THAT ALL FILINGS, RECORDINGS, REGISTRATIONS AND OTHER
ACTIONS, INCLUDING, WITHOUT LIMITATION, THE FILING OF FINANCING STATEMENTS
ON FORMS UCC-1, NECESSARY OR, IN THE OPINION OF THE LENDER, DESIRABLE TO
PERFECT THE LIENS CREATED BY THE SECURITY DOCUMENTS WITH RESPECT TO THE
TERM LOAN D AIRCRAFT SHALL HAVE BEEN COMPLETED.
O.THE LENDER SHALL HAVE RECEIVED EACH ADDITIONAL DOCUMENT, INSTRUMENT,
LEGAL OPINION OR ITEM OF INFORMATION REASONABLY REQUESTED BY THE LENDER,
INCLUDING, WITHOUT LIMITATION, A COPY OF ANY DEBT INSTRUMENT, SECURITY
AGREEMENT OR OTHER MATERIAL CONTRACT TO WHICH THE BORROWER IS BE A PARTY.
****ARTIII.
Miscellaneous
A.CLOSING FEE; PAYMENT OF EXPENSES. (a) On the Third Amendment
Effective Date, the Borrower shall pay to the Lender in immediately
available funds a fee equal to $16,000.00 (which shall be in addition to
all fees paid to the Lender prior to the execution and delivery of this
Amendment). The Lender is hereby authorized to withhold the amount of such
fee from the proceeds of Term Loan D.
*1.WITHOUT LIMITING ITS OBLIGATIONS UNDER SECTION 9.5 OF THE EXISTING
AGREEMENT, THE BORROWER AGREES TO PAY OR REIMBURSE THE LENDER FOR ALL OF
ITS REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION WITH THIS
AMENDMENT AND THE OTHER THIRD AMENDMENT DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE COSTS AND EXPENSES OF CADWALADER, XXXXXXXXXX &
XXXX, COUNSEL TO THE LENDER AND EXPRESSLY ACKNOWLEDGE THAT THEIR
OBLIGATIONS HEREUNDER CONSTITUTE "OBLIGATIONS" WITHIN THE MEANING OF THE
EXISTING CREDIT AGREEMENT.
B.SUN JET AIRCRAFT LEASE SUPPLEMENT AND RECEIPTS. Borrower hereby
agrees that that it shall deliver to the Lender an original executed copy
of the Sun Jet Aircraft Lease Supplement and Receipt immediately upon its
execution and delivery by the Borrower and Sun Jet.
X.XX OTHER AMENDMENTS; CONFIRMATION. Except as expressly amended,
modified and supplemented hereby and by the documents related hereto, the
provisions of the Existing Credit Agreement and the other Credit Documents
shall remain in full force and effect.
D.ACKNOWLEDGEMENT. The Borrower hereby acknowledges that the Sun Jet
Consent and Agreement constitutes a Consent and Agreement under the
Agreement and the Term Loan D Aircraft Chattel Mortgage constitutes an
Aircraft Chattel Mortgage under the Agreement.
E.AFFIRMATION BY BORROWER. The Borrower hereby consents to the
execution and delivery of this Amendment and each of the other Third
Amendment Documents to which Borrower is a party and reaffirms its
obligations under the Credit Documents.
F.GOVERNING LAW; COUNTERPARTS. (a) This Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
*1.THIS AMENDMENT MAY BE EXECUTED BY ONE OR MORE OF THE PARTIES HERETO
ON ANY NUMBER OF SEPARATE COUNTERPART, AND ALL OF SAID COUNTERPARTS TAKEN
TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT. A SET
OF THE COUNTERPARTS OF THIS AMENDMENT SIGNED BY ALL THE PARTIES SHALL BE
LODGED WITH THE BORROWER AND THE LENDER. THIS AMENDMENT MAY BE DELIVERED
BY FACSIMILE TRANSMISSION OF THE RELEVANT SIGNATURE PAGES HEREOF.
[SIGNATURE PAGE FOLLOWS]
-1-
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AMENDMENT TO BE
DULY EXECUTED AND DELIVERED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
INTERNATIONAL AIRLINE SUPPORT GROUP,
INC.
BY
Name:
Title:
BNY FINANCIAL CORPORATION
By
Name:
Title:
-2-
SCHEDULE I
APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES
PERMITTED JURISDICTIONS AND PERMITTED LESSEES
TERM LOAN A AIRCRAFT:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. XxXxxxxxx Xxxxxxx DC9-14 N949L 45844
2. XxXxxxxxx Xxxxxxx DC9-15F N9357 47156
TERM LOAN A ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Whitney JT8D-7 654823
2. Xxxxx & Xxxxxxx JT8D-7 649055
3. Xxxxx & Whitney JT8D-7 653893
4. Xxxxx & Xxxxxxx JT8D-7 656961
5. Xxxxx & Whitney JT8D-7 653327
6. Xxxxx & Xxxxxxx JT8D-9 666227
-3-
TERM LOAN B AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. Boeing B-727-044F N94GS 18892
2. Boeing B-727-031F N210NE 18903
3. Boeing B-727-031F N220NE 18905
TERM LOAN B ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Whitney JT8D-7 654550
2. Xxxxx & Xxxxxxx JT8D-7 655463
3. Xxxxx & Whitney JT8D-7 649033
4. Xxxxx & Xxxxxxx JT8D-7 654150
5. Xxxxx & Whitney JT8D-7 654055
6. Xxxxx & Xxxxxxx JT8D-7 655321
7. Xxxxx & Whitney JT8D-7 648897
8. Xxxxx & Xxxxxxx JT8D-7 649406
9. Xxxxx & Whitney JT8D-7 649368
TERM LOAN C AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. XxXxxxxxx Xxxxxxx DC-9-51 N919PJ 47663
TERM LOAN C ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Whitney JT8D-17 P688741
2. Xxxxx & Xxxxxxx JT8D-17 P688116B
TERM LOAN D AIRCRAFT
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. XxXxxxxxx Xxxxxxx DC-9-51 N920PJ 47667
-4-
TERM LOAN D ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Xxxxxxx JT8D-17 P688724
2. Xxxxx & Whitney JT8D-17 P688721
APPROVED AIRCRAFT LEASES:
1. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: FEBRUARY 17, 1994 THROUGH MARCH 19, 1999, PLUS ONE DAY FOR EACH
DAY THAT THE
AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK REQUIRED TO COMPLY
WITH
THE "AGING AIRCRAFT" SERVICE BULLETINS IN ACCORDANCE WITH SECTION
6(D) OF THE
LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
2. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-031F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: SEPTEMBER 2, 1993 THROUGH JANUARY 22, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
3. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-031F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: SEPTEMBER 2, 1993 THROUGH FEBRUARY 1, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
4. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (2) XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTION 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
5. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (2) XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTION 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
-5-
SCHEDULE I (CONTINUED)
PERMITTED JURISDICTIONS:
WITH RESPECT TO APPROVED AIRCRAFT OTHER THAN TERM LOAN C AIRCRAFT AND
TERM LOAN D AIRCRAFT:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
United States of Mexico
WITH RESPECT TO TERM LOAN C AIRCRAFT AND TERM LOAN D AIRCRAFT:
Canada
Mexico
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
the Bahamas
Bermuda
Honduras
Guatemala
Belize
Costa Rica
Panama
Jamaica
Cayman Islands
Dominican Republic
Puerto Rico
British Virgin Islands
Turks and Caios Islands
Anguilla
Saint Xxxxxxx and Grenadines
Montserrat
Antigua and Barbuda
Guadeloupe
Dominica
Martinique
Barbados
Grenada
Aruba
Saint Lucia
Netherlands Antilles
Trinidad and Tobago
-6-
WITH RESPECT TO ELIGIBLE ACCOUNTS:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
WITH RESPECT TO ELIGIBLE LEASE PAYMENT RECEIVABLES:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii and the U.S. Virgin Islands)
United States of Mexico
PERMITTED LESSEES:
1. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-044F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: FEBRUARY 17, 1994 THROUGH MARCH 19, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTIONS 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
SUBLESSEE: XXXX INTERNATIONAL AIRLINES
2. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-031F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: SEPTEMBER 2, 1993 THROUGH JANUARY 22, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
SUBLESSEE: XXXX INTERNATIONAL AIRLINES
3. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-031F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: SEPTEMBER 2, 1993 THROUGH FEBRUARY 1, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
SUBLESSEE: XXXX INTERNATIONAL AIRLINES
4. PROPERTY SUBJECT TO LEASE: (5) XXXXX & XXXXXXX JT8D-7 ENGINES AND
OTHER RELATED EQUIPMENT.
LESSEE: EXPRESS ONE INTERNATIONAL INC.
TERM: MARCH 3, 1997 THROUGH _______________ IN ACCORDANCE WITH SECTION 2.2
OF THE LEASE.
AMOUNT: $8,000 PER ENGINE PER MONTH PLUS $65 PER OPERATING CYCLE OR HOUR
PER ENGINE (WHICHEVER IS GREATER).
5. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (20 XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTION 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
6. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (2) XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT..
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTION 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
-7-
SCHEDULE 1.1
AIRCRAFT, AIRCRAFT ENGINES AND AIRCRAFT LEASES
AIRCRAFT AND AIRCRAFT ENGINES:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. AIRCRAFT:
XXXXXXXXX XXXXXXX DC9-14 N949L 45844
AIRCRAFT ENGINES:
XXXXX & XXXXXXX JT8D ENGINE 656961
XXXXX & WHITNEY JT8D ENGINE 653327
2. AIRCRAFT:
XXXXXXXXX XXXXXXX DC9-15F N9357 47156
AIRCRAFT ENGINES:
XXXXX & WHITNEY JT8D ENGINE 653893
XXXXX & XXXXXXX JT8D ENGINE 649055
3. AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D engine 654823
1. AIRCRAFT:
BOEING 727-044F N94GS 18892
AIRCRAFT ENGINE:
XXXXX & XXXXXXX JT8D-7 ENGINE 654550
XXXXX & WHITNEY JT8D-7 ENGINE 655463
XXXXX & XXXXXXX JT8D-7 ENGINE 649033
2. AIRCRAFT:
BOEING 727-031F N210NE 18903
AIRCRAFT ENGINES:
XXXXX & WHITNEY JT8D-7 ENGINE 654150
XXXXX & XXXXXXX JT8D-7 ENGINE 654055
XXXXX & WHITNEY JT8D-7 ENGINE 655321
3. AIRCRAFT:
BOEING 727-031F N220NE 18905
AIRCRAFT ENGINES:
XXXXX & XXXXXXX JT8D-7 ENGINE 648897
XXXXX & WHITNEY JT8D-7 ENGINE 649406
XXXXX & XXXXXXX JT8D-7 ENGINE 649368
4. AIRCRAFT ENGINES:
XXXXX & WHITNEY JT8D-9 ENGINE 666227
5. AIRCRAFT
XXXXXXXXX XXXXXXX DC-9-51 N919PJ 47663
6. AIRCRAFT ENGINES:
XXXXX & WHITNEY JT8D-17 P688741
XXXXX & XXXXXXX JT8D-17 P688116B
7. AIRCRAFT
XXXXXXXXX XXXXXXX DC-9-51 N920PJ 47667
8. AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D-17 P688724
Xxxxx & Whitney JT8D-17 P688721
-8-
SCHEDULE 1.1 (CONTINUED)
AIRCRAFT LEASES:
1. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-044F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: FEBRUARY 17, 1994 THROUGH MARCH 19, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
SUBLESSEE: XXXX INTERNATIONAL AIRLINES
2. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-031F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: SEPTEMBER 2, 1993 THROUGH JANUARY 22, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 FLIGHT HOUR.
SUBLESSEE: XXXX INTERNATIONAL AIRLINES
3. PROPERTY SUBJECT TO LEASE: (1) BOEING 727-031F AIRCRAFT, (3) XXXXX &
WHITNEY JT8D-7 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: XXXXX WORLDWIDE AIRLINES, INC.
TERM: SEPTEMBER 2, 1993 THROUGH FEBRUARY 1, 1999, PLUS ONE DAY FOR EACH DAY
THAT THE AIRCRAFT IS UNDERGOING THE FIRST "C" CHECK AND WORK
REQUIRED TO COMPLY WITH THE "AGING AIRCRAFT" SERVICE BULLETINS IN
ACCORDANCE WITH SECTION 6(D) OF THE LEASE.
AMOUNT: $45,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR.
SUBLESSEE: XXXX INTERNATIONAL AIRLINES
4. PROPERTY SUBJECT TO LEASE: (5) XXXXX & XXXXXXX JT8D-7 ENGINES AND
OTHER RELATED EQUIPMENT.
LESSEE: EXPRESS ONE INTERNATIONAL, INC.
TERM: MARCH 3, 1997 THROUGH ____________ IN ACCORDANCE WITH SECTION 2.2 OF
THE LEASE.
AMOUNT: $8,000 PER ENGINE PER MONTH PLUS $65 PER OPERATING CYCLE OR HOUR
PER ENGINE (WHICHEVER IS GREATER)
-9-
5. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (2) XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTION 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
6. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (2) XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTIONS 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
7. PROPERTY SUBJECT TO LEASE: (1) XXXXXXXXX XXXXXXX DC-9-51 AIRCRAFT,
TWO (2) XXXXX & XXXXXXX JT8D-17 ENGINES AND OTHER RELATED EQUIPMENT.
LESSEE: SUN JET INTERNATIONAL, INC.
TERM: FROM NOT LATER THAN OCTOBER 1, 1997 THROUGH THE EARLIER OF
(I) OCTOBER 1, 1999 AND (II) THE DATE ON WHICH THE NEXT SCHEDULED
"D" CHECK IS DUE IN ACCORDANCE WITH SECTION 3(B) OF THE LEASE.
AMOUNT: $60,000 PER MONTH PLUS "D" CHECK RESERVES OF $75 PER FLIGHT HOUR,
$55 PER ENGINE FLIGHT HOUR PER ENGINE AND $25 PER AIRFRAME FLIGHT
HOUR FOR APU OVERHAUL.
-10-
SCHEDULE 2.3D
TERM LOAN D PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PAYMENT DATE PRINCIPAL AMOUNT DUE
October 31, 1997 $ 60,000.00
November 30, 1997 $ 60,000.00
December 31, 1997 $ 60,000.00
January 31, 1998 $ 60,000.00
February 28, 1998 $ 60,000.00
March 31, 1998 $ 60,000.00
April 30, 1998 $ 60,000.00
May 31, 1998 $ 60,000.00
June 30, 1998 $ 60,000.00
July 31, 1998 $ 60,000.00
August 31, 1998 $ 60,000.00
September 30, 1998 $ 60,000.00
October 31, 1998 $ 60,000.00
November 30, 1998 $ 60,000.00
December 31, 1998 $ 60,000.00
January 31, 1999 $ 60,000.00
February 28, 1999 $ 60,000.00
March 31, 1999 $ 60,000.00
April 30, 1999 $ 60,000.00
May 1, 1999 $ 60,000.00
June 30, 1999 $ 60,000.00
July 31, 1999 $0.00
August 31, 1999 $0.00
September 30, 1999 $0.00
October 31, 1999 $0.00
November 30, 1999 $0.00
December 31, 1999 $ 340,000.00
-11-
