EXHIBIT 10.8
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT ("Amendment") is made and
entered into on December 1, 1997, by and among HEICO CORPORATION, a Florida
corporation ("Heico"), HEICO AEROSPACE CORPORATION, a Florida corporation, f/k/a
Heico Corporation, a Florida corporation ("Aerospace") (collectively with Heico,
the "Borrower") and SUNTRUST BANK, SOUTH FLORIDA, NATIONAL ASSOCIATION, f/k/a
SunBank/South Florida, National Association ("Lender").
RECITALS
WHEREAS, Borrower and Lender have previously entered into that certain
Loan Agreement dated February 28, 1994, as previously amended by that certain
First Amendment to Loan Agreement and Reaffirmation Agreement dated as of
October 13, 1994, and that certain Second Amendment to Loan Agreement dated as
of March 1, 1995, and that Third Amendment to Loan Agreement dated as of
September 16, 1997 (collectively, the "Loan Agreement") pursuant to which Heico
obtained extensions of credit of up to Seven Million and 00/100 Dollars
($7,000,000.00) ("Loan"); and
WHEREAS, Borrower and Lender wish to extend the maturity date of the
Loan, and to modify the Loan Agreement to reflect the extended maturity date.
NOW, THEREFORE, for good and valuable consideration, and in
consideration of the extension of the Loan made for the benefit of the Borrower,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:
1. The foregoing recitals are hereby acknowledged to be true
and correct and are incorporated herein by this reference.
2. All capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Loan Agreement.
3. Subsection 1.2(dd) of the Loan Agreement is hereby amended
and restated as follows to reflect and extend the maturity date of the Loan:
(dd) "MATURITY DATE": As to the Loan, February 28,
1998, unless extended pursuant to Section 2.6 hereof. As to the Letter of
Credit, five (5) years from the date of the issuance of the Letter of Credit.
4. Subsection 1.2(ff) of the Loan Agreement is hereby
amended and restated to read as follows:
(ff) "NOTE": a Renewal Master Revolving Promissory
Note in the principal amount of Seven Million and 00/100 Dollars ($7,000,000.00)
from Heico to Lender dated December 1, 1997, and any modifications, amendments
or renewals thereof, evidencing the Loan, which Note renews that certain Renewal
Master Revolving Promissory Note in the principal face amount of Seven Million
and 00/100 Dollars ($7,000,000.00) from Heico to Lender dated September 16,
1997.
5. Borrower warrants and represents that all representations
and warranties contained the Loan Agreement are true and correct on the date
hereof as if made on the date hereof, and that Borrower is not in default on the
date hereof under any of the terms of the Loan Agreement or any of the Loan
Documents to which it is a party. Heico further acknowledges and agrees that the
outstanding principal balance of the Loan as of December 1, 1997, is $ 0.00.
6. In the event of any inconsistencies between the terms of
the Loan Agreement and the terms of this Amendment, the terms and provisions of
this Amendment shall control. Except as modified herein, the terms and
provisions of the Loan Agreement are hereby ratified and confirmed in all
respects and shall remain unchanged and in full force and effect from and after
the date hereof.
7. AS A MATERIAL INDUCEMENT FOR LENDER TO EXTEND THE LOAN AS
PROVIDED IN THIS AMENDMENT, BORROWER COVENANTS WITH AND WARRANTS TO LENDER, AND
ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES,
OBJECTIONS, OFFSETS OR CLAIMS OF OFFSETS AGAINST LENDER RELATING IN ANY WAY TO
THE NOTE, LOAN AGREEMENT OR OTHER RELATED LOAN DOCUMENTS, THROUGH THE DATE
HEREOF, OR THE OBLIGATION OF BORROWER TO PAY THE INDEBTEDNESS TO THE LENDER
EVIDENCED BY THE NOTE OR OTHERWISE.
8. AS A MATERIAL INDUCEMENT FOR LENDER TO AMEND THE LOAN
AGREEMENT AS SET Forth IN THIS AMENDMENT, BORROWER DOES HEREBY RELEASE, WAIVE,
DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND FOREVER DISCHARGE LENDER,
ITS OFFICERS, DIRECTORS, EMPLOYEES ATTORNEYS AND AGENTS AND ITS AFFILIATES AND
ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS,
CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS
WHATSOEVER, IN LAW OR IN EQUITY, WHICH BORROWER EVER HAD, NOW HAS OR WHICH ANY
SUCCESSOR OR ASSIGN OF BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST LENDER,
ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND
ASSIGNS, FOR, UPON OR BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER
RELATING IN ANY WAY TO THE NOTE, THE LOAN AGREEMENT AND OTHER LOAN DOCUMENTS,
THROUGH THE DATE HEREOF. BORROWER FURTHER EXPRESSLY AGREES THAT THE FOREGOING
RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS
PERMITTED BY THE LAWS OF THE SATE O FLORIDA.
9. LENDER AND BORROWER HEREBY MUTUALLY, KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THE LOAN AGREEMENT AND ANY AGREEMENT CONTEMPLATED OR TO BE EXECUTED IN
CONJUNCTION THEREWITH, UNDER ANY OF THE LOAN DOCUMENTS, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS
OF ANY PARTY. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL
INDUCEMENT TO LENDER IN ACCEPTING THIS AMENDMENT, AND THAT LENDER WOULD NOT HAVE
ACCEPTED THIS AMENDMENT WITHOUT THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES
THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO
CONSULT WITH AN ATTORNEY REGARDING THIS JURY TRIAL
WAIVER, AND UNDERSTANDS THE LEGAL EFFECT OF THIS JURY TRIAL WAIVER. THE WAIVER
CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND
SHALL BE SUBJECT TO NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH OR
REPRESENTED TO BORROWER OR ANY OTHER PARTY THAT THE PROVISIONS OF THIS JURY
TRIAL WAIVER WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the respective dates set Forth below, to be effective as of the date first above
written.
Witnesses:
HEICO CORPORATION
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- -------------------------------- By:
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Name:
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Title:
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Date: December 17, 1997
HEICO AEROSPACE
CORPORATION
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- -------------------------------- By:
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Name:
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Title:
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Date: December 17, 1997
SUNTRUST BANK, SOUTH
FLORIDA, NATIONAL
ASSOCIATION
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- -------------------------------- By:
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Name:
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Title:
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Date: December 17, 1997