EXHIBIT 10.31
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (the "Amendment") is made and
entered as of the 30th day of July, 1998, by and among HEICO CORPORATION, a
Florida corporation (together with its successors and permitted assigns,
"Borrower"), the lenders which are or may in the future be listed on the
signature pages to the Credit Agreement (as hereinafter defined) and hereto
(together with their successors and permitted assigns, individually a "Lender"
and collectively, the "Lenders"), and SUNTRUST BANK, SOUTH FLORIDA, NATIONAL
ASSOCIATION, as agent for the Lenders (together with any successor agent
appointed pursuant to the provisions herein, the "Agent").
BACKGROUND
The Borrower, the Lenders and the Agent are parties to a Credit
Agreement dated as of July 30, 1998 (the "Credit Agreement") and all of the
parties now desire to amend the Credit Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants, and conditions herein, Borrower, the Lenders, and Agent
agree as follows:
1. SECTION 1.1 (DEFINED TERMS) of the Credit Agreement shall be amended
by adding thereto the following definition:
"DOCUMENTATION AGENT" shall mean First Union National Bank.
2. SECTION 1.1 (DEFINED TERMS) of the Credit Agreement shall be amended
in the paragraph thereof defining "Guarantors" by deleting the word "and" before
the words "PTM Acquisition Corporation, a Florida corporation", and by adding
immediately after such words and immediately before the words "as to all of the
Obligations (as herein defined)", the words: "and McClain International, Inc., a
Georgia corporation".
3. SECTION 2.7 (REVOLVING CREDIT TERMINATION DATE) of the Credit
Agreement shall be amended to read in its entirety as follows:
(a) REVOLVING CREDIT TERMINATION DATE; REQUEST FOR
EXTENSION. "All Borrowings outstanding under the Revolving
Credit Facility shall be due and payable in full on the
Revolving Credit Termination Date. The Borrower shall not
request and the Lenders will not be required to make or
consider requests for Revolving Credit Advances after the
Revolving Credit Termination Date. The Borrower may, by
written notice to the Agent (which shall promptly deliver a
copy to each of the Lenders), given not more than one hundred
twenty (120) days nor less than ninety (90) days prior to the
first anniversary date
of the Closing Date, and again not more than one hundred
twenty (120) days nor less than ninety (90) days prior to the
second anniversary date of the Closing Date, request that the
Lenders extend the then scheduled Revolving Credit Termination
Date. Upon delivery of such notice by the Borrower, the
Lenders shall determine, in their sole and absolute
discretion, by decision of not less than all of the Lenders
(except as provided in paragraphs (b) and (c) of this Section
2.7), whether to extend the Revolving Credit Termination Date
for one (1) additional year on the same terms and conditions
as set forth in this Agreement, and Agent shall give written
notice to Borrower on or before the anniversary date of the
Closing Date prior to which such notice from the Borrower was
delivered, as to whether the Lenders have elected so to extend
the Revolving Credit Termination Date for one (1) additional
year.
(b) OPTIONS TO EXTEND REVOLVING CREDIT TERMINATION
DATE BY REPLACING NON-RENEWING LENDERS. In the event that
after delivery of a renewal notice by Borrower as provided in
paragraph (a) of this Section 2.7, one or more Lenders decide
not to extend the Revolving Credit Termination Date on the
first anniversary date of the Closing Date or on the second
anniversary date of the Closing Date, as the case may be, for
an additional one (1) year period, the Agent shall first offer
the Lenders who agree to extend the Revolving Credit
Termination Date the right to replace the non-renewing
Lender(s). Any such existing Lender(s) who agree to replace
the non-renewing Lender(s) shall assume all of the rights and
obligations of the non-renewing Lender(s) hereunder as of the
first or second anniversary date of the Closing Date, as the
case may be, pursuant to Section 13.17 of this Agreement and
one or more Assignment and Assumption Agreements as provided
therein. In its renewal notice delivered to Agent pursuant to
paragraph (a) of this Section 2.7, Borrower will have the
right to designate proposed new lender(s) to replace any
non-renewing Lender(s), and if the extension is not
accomplished in the manner set forth in the preceding
sentence, then if such designated new lender(s) are acceptable
to the Agent and agree(s) to become a party to this Agreement
as Lender(s) hereunder, then as of the first or second
anniversary date of the Closing Date, as the case may be, the
non-renewing Lender(s) shall assign all of its or their rights
and obligations under this Agreement to such designated new
lender(s), who shall assume all of such rights and
obligations, pursuant to Section 13.17 of this Agreement and
one or more Assignment and Assumption Agreements as provided
therein. Such new lender(s) shall thereby replace the
non-renewing Lender(s) as Lender(s) under and party to this
2
Agreement and shall have all the rights and obligations of
such non-renewing assigning Lender(s) under the Loan Documents
to the same extent as if such new Lender(s) were original
parties thereto.
(c) OPTION TO PRE-PAY NON-RENEWING LENDERS AND EXTEND
REVOLVING CREDIT TERMINATION DATE AS TO REDUCED REVOLVING
CREDIT COMMITMENTS. In the event that after delivery of a
renewal notice by Borrower as provided in paragraph (a) of
this Section 2.7, the Required Lenders decide to extend, but
one or more Lenders decide not to extend, the Revolving Credit
Termination Date on the first anniversary date of the Closing
Date or on the second anniversary date of the Closing Date, as
the case may be, for an additional one (1) year period, and in
the event that pursuant to the provisions of Section 2.7(b)
all non-renewing Lenders are not replaced with existing
Lenders or new Lenders, the Borrower will have the right, if
so elected in writing in the renewal notice, to prepay, in
whole and not in part, and terminate the Revolving Credit
Commitments of the non-renewing Lenders who have not been so
replaced subject to the provisions of Section 2.10, except
that the provisions of Section 2.10(b)(i) shall not apply. The
Required Lenders who elected to extend may thereupon
unanimously extend the Revolving Credit Termination Date as to
the remaining aggregate Revolving Credit Commitments of such
Lenders for one (1) additional year.
(d) DOCUMENTATION FOR EXTENSIONS OF REVOLVING CREDIT
TERMINATION DATE. If all of the Lenders (including any such
new Lender(s) who become parties hereto pursuant to Section
2.7(b)), or the Required Lenders in the event of a pre-payment
and termination of the Revolving Credit Commitments of
non-renewing Lenders pursuant to Section 2.7(c), elect to make
any such extension of the Revolving Credit Termination Date,
assuming Borrower elects to accept such extension, Borrower,
at its expense, shall, and shall cause its Subsidiaries to,
execute such amendments to this Agreement and other documents
as shall be reasonably required by Agent on behalf of the
Lenders in connection with any such extension. Nothing
contained herein shall obligate the Lenders to make any such
extension of the Revolving Credit Termination Date."
4. SECTION 2.10(B) (REDUCTION OF REVOLVING CREDIT COMMITMENTS) shall be
amended by deleting the "(c)" at the beginning of the first paragraph thereof,
and by adding at the beginning of subsection (i) thereof, the words: "Except as
provided in Section 2.7(c),".
3
5. SECTION 9.10 (HEICO AEROSPACE HOLDINGS CORP.) of the Credit
Agreement shall be amended by adding at the end thereof, the following language:
"Notwithstanding this Section 9.10, upon obtaining the prior
written consent of the Agent in each case on a case by case
basis, which consent shall not be unreasonably withheld, the
Borrower or the direct Subsidiaries of HEICO Aerospace
Holdings Corp. (i) may on the closing date of any Permitted
Acquisition made by HEICO Aerospace Holdings Corp. fund
through HEICO Aerospace Holdings Corp. the cash portion of the
acquisition purchase price to be paid at the closing of such
Permitted Acquisition, provided that Borrower shall cause
HEICO Aerospace Holdings Corp. to pay such cash acquisition
price immediately upon receipt of any such funds, such that no
such cash shall remain in HEICO Aerospace Holdings Corp. for
longer than twenty-four (24) hours, and (ii) no more
frequently than quarterly, may fund any payment of taxes
required to be made directly by HEICO Aerospace Holdings
Corp., provided that Borrower shall cause HEICO Aerospace
Holdings Corp. to pay such taxes immediately upon receipt of
any such funds, such that no cash remains in HEICO Aerospace
Holdings Corp. for longer than one (1) hour."
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the day and
year first above written.
4
SIGNATURE PAGE
Amendment No. 1 to Credit Agreement among HEICO Corporation, SunTrust
Bank, South Florida, National Association, as Agent, and the Lenders party
thereto.
Witness: HEICO CORPORATION,
a Florida corporation
By:
- --------------------------- ---------------------------------
Name: Thomas S. Irwin
Title: Executive Vice President and
Chief Financial Officer
(SEAL)
Address:
HEICO CORPORATION
3000 Taft Street
Hollywood, Florida 33021
Attn: Thomas S. Irwin
Executive Vice President and
Chief Financial Officer
Fax No. (954) 987-8228
Confirming Tel. No. (954) 987-4000
5
SIGNATURE PAGE
Amendment No. 1 to Credit Agreement among HEICO Corporation, SunTrust
Bank, South Florida, National Association, as Agent, and the Lenders party
thereto.
Witness: SUNTRUST BANK, SOUTH FLORIDA,
NATIONAL ASSOCIATION
a National Banking Association,
as Agent
By:
- --------------------------- ---------------------------------
Name: Dorman Parrish
Title: Vice President
Address of Lending Office for Notice:
501 East Las Olas Boulevard, 7th Floor
Corporate Banking Division
Fort Lauderdale, Florida 33301
Attn: Dorman Parrish
Vice President
Corporate Banking Division
Fax No. (954) 765-7301
Confirming Tel. No. (954) 765-7311
6
SIGNATURE PAGE
Amendment No. 1 to Credit Agreement among HEICO Corporation, SunTrust
Bank, South Florida, National Association, as Agent, and the Lenders party
thereto.
Witness: SUNTRUST BANK, SOUTH FLORIDA,
NATIONAL ASSOCIATION,
a National Banking Association,
as Lender
By:
- --------------------------- ---------------------------------
Name: Dorman Parrish
Title: Vice President
Address of Lending Office for Notice:
501 East Las Olas Boulevard, 7th Floor
Corporate Banking Division
Fort Lauderdale, Florida 33301
Attn: Dorman Parrish
Vice President
Corporate Banking Division
Fax No. (954) 765-7301
Confirming Tel. No. (954) 765-7311
Revolving Credit Commitment: $120,000,000.00
7