UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 27, 2007
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FIRST AVIATION SERVICES INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-21995 06-1419064
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(Commission File Number) (IRS Employer Identification No.)
15 RIVERSIDE AVENUE
WESTPORT, CONNECTICUT 06880-4214
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(Address of Principal Executive Offices) (Zip Code)
(203) 291-3300
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 27, 2007, Aerospace Products International Inc. (the "Borrower")
and Aerospace Produits International LTEE (d/b/a Aerospace Products
International Ltd.) ("Affiliate Guarantor"), each a direct wholly-owned
subsidiary of First Aviation Services Inc. (the "Registrant") entered into a
Master Affirmation and Amendment No. 1 to Loan Documents (the "Amendment") with
TD Banknorth, N.A. (the "Lender"), which amends the Second Amended and Restated
Loan and Security Agreement among the Borrower, the Affiliate Guarantor and the
Lender, dated January 11, 2007 (the "Agreement").
Pursuant to the Amendment, the Lender waives the Borrower's violation of
its financial covenants for the three months ended January 31, 2007. The
Borrower and the Lender also agree to terminate the Term Loan Facility,
effective April 27, 2007, and the Borrower agrees to immediately repay on such
date any balances owing under the Term Loan Facility.
The Amendment also modifies the debt service coverage ratios, minimum
Tangible Capital Base, and interest rate pricing provided under the Agreement,
and further allows the Borrower to select an interest period of twelve months
for up to $15 million of the outstanding Revolving Loan Facility. The interest
rate pricing as set forth in the Amendment ranges from LIBOR plus 1.5% to LIBOR
plus 2.25%, depending on debt service coverage ratios.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The disclosure required by this item is included in Item 1.01 and is
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST AVIATION SERVICES INC.
By: /s/ Robert Malachowski
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Name: Robert Malachowski
Title: Secretary
Date: May 3, 2007
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