EXHIBIT 10.1
THIRD LOAN MODIFICATION AGREEMENT
This Second Loan Modification Agreement (the "Agreement") is made and entered
into this 6th day February, 1998, effective December 31, 1997 (the "Effective
Date"), by and among Eagle Bank of Miami, a national banking association with
its principal place of business at c/o Ada Cabrera-Tekse, 701 Brickell Avenue,
Suite 1250, Miami, Florida 33131 ("Lender"), and HEICO Corporation, Heico
Aerospace Corporation, Jet Avion Corporation, Jet Avion Heat Treat /
Corporation, LPI Industries Corporation, and Aircraft Technology, Inc., each a
Florida corporation (collectively the "Original Borrowers"), Trilectron
Industries, Inc., a New York corporation, Heico Aviation Products Corp. and
Northwings Accessories Corp. each a Florida corporation (the "Additional
Borrowers; the Original Borrowers and the Additional Borrowers are hereinafter
collectively referred to as the "Borrowers" and individually a "Borrower")
WITNESSETH
WHEREAS, on or about March 31, 1994 Lender and Original Borrowers
entered into that certain Loan Agreement (the "Loan Agreement") pursuant to
which Lender provided Borrowers a credit facility in the aggregate principal
amount of One Million, Six Hundred Thousand Dollars ($1,600,000.00) (the "Credit
Facility") for the purpose of making term loans to Borrowers for purchasing or
refinancing equipment to be used in Borrowers' business operations; and
WHEREAS, Original Borrowers requested and Lender agreed to a
modification of the terms and conditions of the Loan Agreement, in accordance
with the terms and conditions of that certain Loan Modification Agreement dated
August 9, 1995 (the "First Modification"); and
WHEREAS, Borrowers requested and Lender agreed to a modification of the
terms and conditions of the Loan Agreement and First Modification Agreement, in
accordance with the terms and conditions of that certain Second Loan
Modification Agreement dated February 27, 1997 (the "Second Modification"); and
WHEREAS, Borrowers have requested and Lender has agreed to a
modification of the terms and conditions of the Loan Agreement, the First
Modification, and the Second Modification in accordance with the terms and
conditions of this Agreement (this Agreement, the Loan Agreement, the First
Modification, and the Second Modification shall hereafter be referred to as the
"Modified Agreement");
NOW, THEREFORE, in consideration of the premises, the mutual covenants
set forth below and the sum of $10.00, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, Borrowers and
Lender agree as follows:
TERMS
1. AFFIRMATION OF LOAN AGREEMENT. Except as modified hereby, all of the
terms and conditions of the Loan Agreement and the First Modification Agreement,
as well as all other documents and instruments executed and delivered by
Borrowers to Lender in connection therewith, are hereby ratified, affirmed and
approved in all respects and shall remain in full force and effect.
2. DEFINITIONS. Unless otherwise defined all capitalized terms of this
Agreement shall have the same meaning as in the Loan Agreement.
3. THE CREDIT FACILITY. Lender agrees, pursuant to the terms of this
Agreement, to extend the period of time the Credit Facility to March 1, 1999
(the "Termination Date"). The terms for each Equipment Loan shall remain as set
forth in the Loan Agreement, except to the extent modified by this Agreement.
4. CREDIT FACILITY FEE. Borrowers agree to pay Lender a non-refundable
credit facility fee in the amount of Four Thousand and 00/100 Dollars
($4,000.00) upon the execution of this Agreement. The facility fee is paid to
Lender as compensation for committing to make funds available to Borrowers under
the Credit Facility, as set forth in paragraph 3 above, and is not paid as
compensation for the Credit Facility or for any other purpose.
5. COMMITMENT. Paragraph 1.1 of the Loan Agreement is hereby modified
to read as follows:
"1.1 The proceeds of each Equipment Loan shall be used exclusively for
the purpose of purchasing equipment to be used in the applicable Borrower's
business or to refinance existing equipment purchased not earlier than September
1, 1996 and used in the applicable Borrower's business."
6. CONDITIONS PRECEDENT TO EQUIPMENT LOAN. Paragraph 2.4 of the Loan
Agreement is hereby modified to read as follows:
"2.4 The Lender shall have received from SUNTRUST BANK, N.A. (formerly
known as SUNBANK/SOUTH FLORIDA, N.A.), ("Suntrust") or First Union National Bank
of Florida ("First Union"), a Subordination Agreement in form and substance
satisfactory to Lender and its counsel substantially in the form of Exhibit "C"
attached hereto and made a part hereof whereby Suntrust or First Union shall
fully subordinate its interest in equipment purchased or refinanced with the
proceeds of the proposed Equipment Loan.
7. CONFLICT. The provisions of this Agreement shall control in the
event of any conflict between it and any of the Loan Documents, except that the
provisions of the Notes and security agreements (given pursuant to paragraph 2.3
of the Loan Agreement, the "Security Agreements) shall control in the event of
any conflict between the Notes or the Security Agreements and this Agreement.
8. TIME. Time is of the essence with respect to all matters set forth
herein.
9. WAIVER MODIFICATION OR CANCELLATION. Any waiver, alteration or
modification of any of the provisions of this Agreement shall not be valid
unless in writing and signed by the parties hereto.
10. WAIVER OF CLAIMS OR DEFENSES. Borrowers hereby covenant that they
have no claims or defenses against Lender that could give rise to any defense,
off-set or counterclaim in connection with the enforcement of the Loan
Agreement, as modified hereby or any Equipment Loans.
11. WAIVER OF JURY TRIAL. ALL PARTIES TO THIS AGREEMENT HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, OR COUNTERCLAIM BASED UPON, OR ARISING
OUT OF THIS AGREEMENT, THE EQUIPMENT LOANS, THE LOAN DOCUMENTS AND ANY AGREEMENT
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AGREEMENT AND TO MAKE THE
EQUIPMENT LOANS.
12. FURTHER ASSURANCES. At all times following the date of this
Agreement, Borrowers agree to execute and deliver, or to cause to be executed
and delivered, such documents and to do, or cause to be done, such other acts
and things as might be reasonably requested by Lender to effectuate the terms
and provisions of this Agreement and the transactions contemplated herein to
assure that the benefits of this Agreement are realized by the parties hereto.
IN WITNESS WHEREOF, Borrowers (Parent and Subsidiaries) and Lender have
hereunto caused these presents to be executed on this date first above written.
WITNESSES: LENDER:
_____________________________ EAGLE NATIONAL BANK OF MIAMI, a
National banking association
_____________________________ By: ___________________________
Print Name:___________________________
Title: ___________________________
WITNESSES: PARENT:
______________________________ HEICO CORPORATION, a Florida
corporation
______________________________ By: ___________________________
Print Name:___________________________
Title: ___________________________
WITNESSES: SUBSIDIARIES:
______________________________ JET AVION CORPORATION,
a Florida corporation
______________________________ By: ___________________________
Print Name:___________________________
Title: ___________________________
______________________________ HEICO AEROSPACE
CORPORATION, a
______________________________ Florida corporation
By: ____________________________
Print Name:____________________________
Title: ____________________________
______________________________ JET AVION HEAT TREAT
CORPORATION, a Florida
______________________________ corporation
By: ___________________________
Print Name:___________________________
Title: ___________________________
______________________________ LPI INDUSTRIES
CORPORATION,
______________________________ a Florida corporation
By: ___________________________
Print Name:___________________________
Title: ___________________________
______________________________ AIRCRAFT TECHNOLOGY,
INC., a Florida corporation
______________________________ By: ___________________________
Print Name:___________________________
Title: ___________________________
______________________________ TRILECTRON INDUSTRIES,
INC., a New York corporation
By: ___________________________
Print Name:___________________________
Title: ___________________________
______________________________ HEICO AVIATION PRODUCTS CORPORATION,
a Florida corporation
______________________________ By: ___________________________
Print Name:___________________________
Title: ___________________________
______________________________ NORTHWINGS ACCESSORIES CORPORATION,
a Florida corporation
______________________________ By: ___________________________
Print Name:___________________________
Title: ___________________________