EXHIBIT 10.32
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (the "Amendment") is made and
entered this 12th day of May, 1999, 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), as amended, 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 of the Credit Agreement, the "Agent").
BACKGROUND
The Borrower, the Lenders and the Agent are parties to a Credit
Agreement dated as of July 30, 1998, as amended by Amendment No. 1 to Credit
Agreement, dated as of July 30, 1998 (the "Credit Agreement"); the Lenders
listed on the signature pages hereto other than SunTrust Bank, South Florida,
National Association ("SunTrust") became Lenders and parties to the Credit
Agreement pursuant to Assignment And Acceptance Agreements, each dated October
7, 1998, between SunTrust and such respective Lenders; and
Pursuant to Section 2.7(a) of the Credit Agreement, the Borrower has
requested by notice given within the required period prior to the first
anniversary date of the Closing Date, and the Lenders have determined, by
unanimous decision of all of the Lenders signatory hereto, to extend the
Revolving Credit Termination Date for one (1) additional year on the terms and
conditions set forth in the Credit Agreement, as amended hereby; 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. THE DEFINITION OF "REVOLVING CREDIT TERMINATION DATE" UNDER SECTION
1.1 (DEFINED TERMS) of the Credit Agreement shall be amended to read in its
entirety as follows:
"REVOLVING CREDIT TERMINATION DATE" means the date four (4)
years after the Closing Date hereunder (or such later date as
may be agreed to by the Lenders pursuant to Section 2.7), or,
if such day is not a Business Day, the next succeeding
Business Day, or such earlier date on which all amounts
outstanding hereunder and under the Revolving Credit Notes
shall be due and payable pursuant to the terms hereof.
2. SECTION 1.1 (DEFINED TERMS) of the Credit Agreement shall be amended
in the paragraph thereof defining "Guarantors" by adding immediately before the
words "as to all of the Obligations (as herein defined)", the words: "and
Associated Composite, Inc., a Florida corporation, Radiant Power Corp., a
Florida corporation, Northwings Accessories Corp., a Florida corporation,
Rogers-Dierks, Inc., a Florida corporation, Air Radio & Instruments Corp., a
Florida corporation and HNW Building Corp., a Florida corporation."
3. SECTION 4.2 (LETTER OF CREDIT FEES) of the Credit Agreement shall be
amended to read in its entirety as follows:
"In consideration for the issuance of each Letter of Credit,
the Borrower shall pay:
(a) FOR STANDBY LETTERS OF CREDIT:
(i) to the Agent for its own account, an
application, processing and facing fee (A) with respect to
each new standby Letter of Credit issued, in the amount of the
greater of (i) 0.10% of the face amount of such Letter of
Credit or (ii) $250.00, which fee shall be due and payable on
the date of issuance of each such Letter of Credit, and (B)
with respect to each amendment to a standby Letter of Credit,
in the amount of the greater of (i) 0.05% of the face amount
of such Letter of Credit or (ii) $125.00, which fee shall be
due and payable on the date of amendment of each such Letter
of Credit; and
(ii) to the Agent for the account of the
Agent and the Lenders in accordance with their Pro Rata
Portions, with respect to each standby Letter of Credit, a
letter of credit fee, payable quarterly in advance, on the
first day of each fiscal quarter of the Borrower, in an amount
equal to the Applicable Revolver Margin for LIBOR Rate
Advances multiplied by (on the basis of actual days elapsed in
a 360-day year) the amount available to be drawn under such
Letter of Credit from day to day during the previous quarter.
(b) FOR COMMERCIAL LETTERS OF CREDIT: to the Agent for its own
account and/or for the account of the Agent and the Lenders in
accordance with their Pro Rata Portions, with respect to each
commercial letter of credit issued or amended, such fees,
including without limitation any and all application,
processing, facing, issuance, negotiation, amendment or other
fees, as shall be charged by the Agent in accordance with the
Agent's then standard pricing for commercial Letters of
Credit."
4. CONTINUING FULL FORCE AND EFFECT OF CREDIT AGREEMENT. Except as
amended by this Amendment, the Credit Agreement remains in full force and
effect, without change, modification or amendment thereto.
5. COUNTERPARTS; FAXED SIGNATURES; EFFECTIVE DATE. This Amendment may
be executed in multiple counterparts, and by facsimile transmission of signed
counterparts, in any number, each of which shall be deemed an original, no one
of which need contain all of the signatures of the parties, and as many of such
counterparts as shall together contain all of the signatures of the parties
shall be deemed to constitute one and the same instrument. A set of the
counterparts of this Amendment signed by all parties hereto shall be lodged with
Agent. This Amendment shall become effective upon receipt by Agent of original
signed counterparts or facsimile confirmation of signed counterparts of this
Amendment, each of which shall be deemed an original, from each of the parties
hereto.
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.
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SIGNATURE PAGE
Amendment No. 2 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, FL 33021
Attn: Thomas S. Irwin
Executive Vice President and
Chief Financial Officer
Fax No. (954) 987-8228
Confirming Tel. No. (954) 987-4000
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SIGNATURE PAGE
Amendment No. 2 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: Carol F. Fine
Title: Vice President
Address of Lending Office for Notice:
501 East Las Olas Boulevard
7th Floor
Corporate Banking Division
Fort Lauderdale, FL 33301
Attn: Carol F. Fine
Vice President
Corporate & Investment Banking
Fax No. (954) 765-7240
Confirming Tel. No. (954) 765-7151
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