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Exhibit 99.1
FOURTH AMENDMENT
THIS FOURTH AMENDMENT (this _AMENDMENT_) dated as of January 23 , 2001,
to the Credit Agreement referenced below, is by and among AVTEAM, INC., a
Florida corporation, the Subsidiaries of the Borrower identified as Guarantors
on the signature pages hereto, the lenders identified herein, and Bank of
America, N.A., a national banking association formerly known as NationsBank,
N.A., as Administrative Agent. Terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit Agreement.
RECITALS
A. A $70 million credit facility has been extended pursuant to the
terms of that Credit Agreement dated as of April 30, 1998 (as amended and
modified prior to the date hereof, the _CREDIT AGREEMENT_) among the Borrower,
the Subsidiaries of the Borrower identified as Guarantors therein, the Lenders
identified therein, and NationsBank, N.A. (now known as Bank of America, N.A.),
as Administrative Agent.
B. The Borrower has requested the Lenders to consent to certain
modifications to the Credit Agreement and grant waivers of certain covenant
violations.
C. The requested modifications and waivers require the consent of the
Required Lenders.
D. The Required Lenders have agreed to the requested modifications and
waivers on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS. The Credit Agreement is amended in the following
respects:
(a) INTEREST PAYMENT DATES. Notwithstanding the definition of
INTEREST PAYMENT DATE in the Credit Agreement or any other provisions of the
Credit Agreement or the other Credit Documents to the contrary, as of January 1,
2001, interest on all Loans outstanding or made on and after such date shall be
paid on the last day of each calendar month commencing January 31, 2001.
(b) NOTICE OF BORROWING. A new sentence shall be added at the
end of SECTION 2.1(C)(I) to read as follows: "Each Notice of Borrowing shall be
accompanied or preceded by a list of each Person to whom payment of $25,000 or
more will be made from the proceeds of the Working Capital Revolving Loan
requested in such Notice of Borrowing."
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2. COVENANT COMPLIANCE WAIVER. Lenders hereby waive, through February
2, 2001, the Borrower's noncompliance as of December 31, 2000 with the financial
covenants set forth in Sections 7.9(b), 7.9(c), 7.9(d), 7.9(f), and 7.9(g) of
the Credit Agreement (collectively, the _FINANCIAL COVENANTS_). Nothing herein
shall be deemed a waiver of the Borrower_s compliance with the Financial
Covenants at any time thereafter. Lenders and Avteam shall immediately commence
negotiations intended to restructure the Credit Agreement for an additional term
of six months; however, Avteam understands and acknowledges the Lenders have not
agreed or made any commitment in any respect to extend the term of the Credit
Agreement.
3. LETTER OF CREDIT FACILITY. The LOC Commitment is hereby terminated.
4. INVENTORY APPRAISAL. The Administrative Agent (or its agents)
intends to undertake an appraisal of the inventory and other revenue-producing
equipment of the Credit Parties (the _APPRAISAL_). The Credit Parties agree to
cooperate fully with the Administrative Agent (and its agents) in the conduct of
the Appraisal, providing reasonable access to all personnel, books and records
and facilities of the Credit Parties necessary for the conduct of the Appraisal,
so that the same may be completed as expeditiously as reasonably possible. The
Credit Parties shall promptly pay upon demand all reasonable costs, expenses and
fees incurred by the Administrative Agent and any of its agents and designees
related thereto. The Administrative Agent will use its reasonable best efforts
to keep such costs, expenses and fees to a minimum.
5. CHECKING ACCOUNTS AT OTHER BANKS. On or before the date of this
Amendment, all checking and other deposit accounts maintained by any of the
Credit Parties at any financial institution other than the Administrative Agent
shall have been or will be closed and evidence of such closure delivered to the
Administrative Agent. From and after the date of this Amendment, none of the
Credit Parties shall open or maintain any checking or other deposit accounts at
any financial institution other than the Administrative Agent.
6. PAYMENT OF PROFESSIONAL FEES AND EXPENSES. Within five (5) Business
Days after the date of this Amendment, the Borrower will pay all of the
reasonable professional fees and expenses to the Administrative Agent and the
Lenders set forth on SCHEDULE 1 to this Amendment. On or before February 19,
2001 the Borrower will pay all professional fees and expenses (including,
without limitation, the fees and expenses of appraisers and consultants and the
reasonable fees and expenses of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.) of the Administrative Agent and the Lenders incurred in
connection with the structuring, negotiation, preparation and execution of this
Amendment and the monitoring of the Credit Parties' performance thereof;
PROVIDED, HOWEVER, that the fees and expenses of PricewaterhouseCoopers for
services rendered from November 16, 2000 through January 31, 2001 for which the
Borrower shall be responsible under this section shall not exceed $110,000 in
the aggregate.
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7. EFFECTIVENESS OF AMENDMENT. This Amendment shall be effective as of
the date hereof upon (i) it being executed and delivered by the Borrower to the
Administrative Agent, (ii) the execution and delivery to the Administrative
Agent of counterpart copies hereof executed by the Required Lenders, and (iii)
receipt by the Administrative Agent of evidence of payment of all fees and
expenses of the Administrative Agent in connection with this Amendment,
including without limitation the fees and disbursements of special counsel to
the Lenders.
8. NO OTHER AMENDMENTS. Except as modified hereby, all of the terms and
provisions of the Credit Agreement and the other Credit Documents (including
schedules and exhibits thereto) shall remain in full force and effect.
9. REPRESENTATIONS AND WARRANTIES OF CREDIT PARTIES. Each Credit Party
hereby represents and warrants that (a) after giving effect to this Amendment,
each of the representations and warranties contained in the Credit Agreement and
the other Credit Documents are true and correct as of the date hereof (except
those which expressly relate to an earlier period), (b) except as set forth on
SCHEDULE 2 to this Amendment, no Credit Party is in default under or with
respect to any Contractual Obligation (including, without limitation, any
Operating Lease or any Capital Lease), and (c) no Credit Party has any claims,
counterclaims, offsets or defenses to the Credit Documents and the performance
of its obligations thereunder, including but not limited to the repayment of the
Obligations.
10. ACKNOWLEDGMENT AND CONSENT OF GUARANTORS; REAFFIRMATIONS. Each of
the Guarantors (i) acknowledges and consents to all of the terms and conditions
of this Amendment, (ii) affirms all of its obligations under the Credit
Documents and (iii) agrees that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge the Guarantors_
obligations under the Credit Agreement or the other Credit Documents.
11. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS. In consideration of
the Lenders_ willingness to enter into this Amendment, each of the Credit
Parties hereby releases the Administrative Agent, the Lenders, and the
Administrative Agent_s and the Lender_s respective officers, employees,
representatives, agents, counsel, trustees and directors from any and all
actions, causes of action, claims, demands, damages and liabilities of whatever
kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected, to the extent that any of the foregoing arises from any action or
failure to act on or prior to the date of this Amendment.
12. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Amendment to
produce or account for more than one such counterpart.
13. GOVERNING LAW. This Amendment shall be deemed to be a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of Florida.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Fourth Amendment to be duly executed and delivered as of the date first
above written.
BORROWER: AVTEAM, INC.
a Florida corporation
By:
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Name:
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Title:
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GUARANTORS: AVTEAM AVIATION FIELD SERVICES, INC.
a Florida corporation
By:
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Name:
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Title:_
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LENDERS: BANK OF AMERICA, N.A., a national banking association formerly
known as NationsBank, N.A., individually in its capacity as a
Lender and in its capacity as Administrative Agent
By:
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Name:
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Title:
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[Lenders signatures continue on following page]
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SOUTHTRUST BANK
By:
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Name:
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Title:
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NATIONAL CITY BANK OF KENTUCKY
By:
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Name:
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Title:
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NATIONAL BANK OF CANADA
By:
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Name:
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Title:
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BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC.
By:
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Name:
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Title:
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WILLIAM E. SIMON & SONS SPECIAL SITUATION
PARTNERS, L.P.
by assignment from CITIZENS BANK OF MASSACHUSETTS,
as successor to USTRUST)
By:
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Name:
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Title:
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BANK LEUMI LE-ISRAEL B.M. MIAMI AGENCY
By:
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Name:
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Title:
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SCHEDULE 1 TO FOURTH AMENDMENT
LIST OF UNPAID PROFESSIONAL FEES AND EXPENSES
Fees Expenses Total Due
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PricewaterhouseCoopers: $31,754.00 $184.00 $31,938.00
(November 16, 2000 - December 15, 2000)
Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.: $11,900.00 $15.71 $11,915.71
(December 1, 2000- January 17, 2001)
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SCHEDULE 2 TO FOURTH AMENDMENT
DEFAULTS UNDER CONTRACTUAL OBLIGATIONS
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