EXHIBIT 10.35.2
AMENDMENT NO. 2 TO
LOAN AND SECURITY AGREEMENT
This Amendment No. 2 to Loan and Security Agreement (this
"Amendment") is made as of February 6, 1998, among DeCrane Aircraft Holdings,
Inc., a Delaware corporation ("Borrower"), Bank of America National Trust and
Savings Association, successor-by-merger to Bank of America Illinois,
individually as a lender ("BoA") and as agent ("Agent"), Comerica Bank -
California ("Comerica"), Mellon Bank, N.A. ("Mellon"), and Sumitomo Bank of
California ("Sumitomo"; Sumitomo, BoA, Comerica and Mellon being collectively
referred to as "Lenders").
Reference is made to that certain Loan and Security Agreement dated
as of April 15, 1997 among Borrower, Agent and Lenders (as amended or
otherwise modified to the date hereof, the "Loan Agreement"; capitalized
terms used herein without definition shall have the meanings ascribed to such
terms in the Loan Agreement).
Borrower has requested that all of the Lenders agree to amend the
Loan Agreement in certain respects.
NOW, THEREFORE, Agent, Lenders and Borrower agree as follows:
1. AMENDMENTS TO LOAN AGREEMENT. Subject to the conditions
precedent set forth in Section 4 of this Amendment, the Loan Agreement is
hereby amended as follows:
1.1. The definition of the term "Maximum Revolving Loan Amount" in
SECTION 1.1 of the Loan Agreement is hereby amended by adding the following
sentence to the end of such definition:
"Upon the satisfaction of the conditions precedent set forth
in that certain Amendment No. 2 to Loan and Security
Agreement dated as of February 6, 1998 among Borrower, Agent
and Lenders ("Amendment No. 2"), each Lender's then existing
Maximum Revolving Loan Amount shall automatically reduce on
the last day of each calendar month commencing January 31,
1999 by such Lender's Pro Rata Share (determined immediately
prior to the applicability of this sentence with respect to
any Lender for any applicable date) of $500,000."
1.2. The definition of the term "Revolving Credit Amount" in SECTION
1.1 of the Loan Agreement is hereby amended and restated as follows:
"Revolving Credit Amount" means the maximum amount of
Revolving Loans which Lenders will make available to
Borrower. Prior to the satisfaction of the
conditions precedent set forth in Amendment No. 2, the Revolving
Credit Amount shall be equal to $60,000,000. Upon the satisfaction
of the
conditions precedent set forth in Amendment No. 2,
the Revolving Credit Amount shall be equal to $75,000,000,
subject to automatic reduction by $500,000 on the last day
of each calendar month commencing January 31, 1999. The
Revolving Credit Amount shall be subject to reduction
pursuant to SECTION 2.1.2."
1.3. New SECTION 4.25 is hereby added to the Loan Agreement, which
section shall read as follows:
"4.25 YEAR 2000 COMPLIANCE.
The Borrower has conducted a comprehensive review and
assessment of the computer applications of the Borrower and
its Subsidiaries with respect to, among other things,
computer application errors (including date-sensitive
functions) anticipated to occur in connection with the
advent of the calendar year 2000 (herein, the "Year 2000
Problem"). As a result of the foregoing review and
assessment, the Borrower and its Subsidiaries are taking
certain steps, including the upgrading of substantially all
existing software to newer, off-the-shelf integrated
manufacturing and business application software which will
be year 2000 compliant by early 1999. Based on the
foregoing, the Companies reasonably believe that the Year
2000 Problem will not result in a material adverse change in
the Companies' business condition (financial or otherwise),
operations, properties or prospects, in each case measured
against the Companies taken as a whole, or ability to repay
Liabilities."
1.4. Subject to automatic reduction in accordance with the Loan
Agreement as amended hereby, the Maximum Revolving Loan Amount of each Lender
shall be amended and restated as set forth on the signature pages to this
Amendment.
2. CONDITIONS PRECEDENT. The amendments to the Loan Agreement set
forth in Section 1 of this Amendment shall become effective as of the date of
this Amendment upon the satisfaction of the following conditions precedent:
2.1. Borrower shall have executed and delivered to Agent for
distribution to the Lenders amended and restated Revolving Credit Notes in form
and substance substantially similar to Revolving Credit Notes previously
executed by the Borrower in connection with the execution of the Loan Agreement,
each in an amount equal to each Lender's then existing Maximum Revolving Loan
Amount;
2.2. The Subsidiaries of Borrower shall have executed and delivered a
certain Reaffirmation of Guaranties, in the form of EXHIBIT A to this Amendment;
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2.3. No Event of Default or Unmatured Event of Default shall have
occurred and be continuing;
2.3. Borrower shall have delivered to Agent a certificate in form
and substance satisfactory to Agent of Borrower's Secretary or an Assistant
Secretary as to Borrower's certificate of incorporation and by-laws, the
incumbency of Borrower's officers and corporate resolutions adopted by
Borrower's board of directors with respect to this Amendment;
2.5. Agent shall have received an opinion of Borrower's legal
counsel, in form and substance substantially similar to a legal opinion
delivered by such counsel to Agent in connection with the execution and
delivery of the Loan Agreement; and
2.6. Agent shall have received, for the benefit of the Lenders
based on each Lender's pro rata share of the increase in the Revolving Credit
Amount pursuant to the terms of this Amendment, an amendment fee in the
amount of $30,000.
3. LOAN REALLOCATION. Effective immediately upon satisfaction of
the conditions precedent set forth in Section 2, (i) each of BoA and Sumitomo
shall be deemed automatically to have sold and assigned to Comerica and
Mellon, without recourse and without representation and warranty, and each of
Comerica and Mellon shall be deemed automatically to have purchased and
assumed from BoA and Sumitomo, that interest in Revolving Loans funded by BoA
and Sumitomo immediately prior to the satisfaction of such conditions
precedent so that, after giving effect to such purchase and sale, the ratio
of the amount of Revolving Loans funded by each Lender to the aggregate
outstanding amount of Revolving Loans equals such Lender's Pro Rata Share
after giving effect to the amendments contemplated by this Amendment and (ii)
upon request by Agent, each of Comerica and Mellon shall promptly wire
transfer to Agent for further reallocation to BoA and Sumitomo immediately
available funds requested by Agent in full satisfaction of the purchases and
sales contemplated by the preceding clause (i).
4. MISCELLANEOUS.
4.1. EXPENSES. Borrower agrees to pay on demand all costs and
expenses of Agent (including Attorneys' Fees) in connection with the
preparation, negotiation, execution, delivery and administration of this
Amendment and all other instruments or documents provided for herein or
delivered or to be delivered hereunder or in connection herewith. In
addition, Borrower agrees to pay, and save Agent and each Lender harmless
from all liability for, any stamp or other taxes which may be payable in
connection with the execution or delivery of this Amendment, the borrowings
under the Loan Agreement, as amended hereby, and the execution and delivery
of any instruments or documents provided for herein or delivered or to be
delivered hereunder or in connection herewith. All obligations provided in
this Section 4.1 shall survive any termination of this Amendment or the Loan
Agreement as amended hereby.
4.2. GOVERNING LAW. This Amendment shall be a contract made under
and governed by the internal laws of the State of Illinois.
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4.3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same Amendment.
4.4. REFERENCE TO LOAN AGREEMENT. Except as herein amended, the
Loan Agreement shall remain in full force and effect and is hereby ratified
in all respects. On and after the effectiveness of the amendments to the
Loan Agreement accomplished hereby, each reference in the Loan Agreement to
"this Agreement," "hereunder," "hereof," "herein" or words of like import,
and each reference to the Loan Agreement in any note and in any Related
Agreements, or other agreements, documents or other instruments executed and
delivered pursuant to the Loan Agreement, shall mean and be a reference to
the Loan Agreement, as amended by this Amendment.
4.5. SUCCESSORS. This Amendment shall be binding upon Borrower, each
Lender, Agent and their respective successors and assigns, and shall inure to
the benefit of Borrower, each Lender, Agent and their respective successors and
assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers thereunto duly authorized and
delivered at Chicago, Illinois as of the date first above written.
DECRANE AIRCRAFT HOLDINGS, INC.,
as Borrower
By /s/
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Its
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, successor-by-merger
to Bank of America Illinois, as Agent
By /s/
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Its
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, successor-by-merger
to Bank of America Illinois, as a Lender
By /s/
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Its
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Maximum Revolving Loan Amount: $27,000,000
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COMERICA BANK - CALIFORNIA, as a Lender
By______________________________________
Its_____________________________________
Maximum Revolving Loan Amount: $18,000,000
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MELLON BANK, N.A., as a Lender
By______________________________________
Its_____________________________________
Maximum Revolving Loan Amount: $18,000,000
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SUMITOMO BANK OF CALIFORNIA, as a Lender
By______________________________________
Its_____________________________________
Maximum Revolving Loan Amount: $12,000,000
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