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Exhibit 10.32
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment") dated as of October 28, 1998,
to the Credit Agreement referenced below, is by and among AVTEAM, INC., a
Florida corporation, the subsidiaries and affiliates identified herein, the
lenders identified herein, and NATIONSBANK, N.A., as Administrative Agent.
Terms used but not otherwise defined shall have the meanings provided in the
Credit Agreement.
WITNESSETH
WHEREAS, a $70 million credit facility has been established in favor
of AVTEAM, Inc., a Florida corporation (the "Borrower"), pursuant to the terms
of that Credit Agreement dated as of April 30, 1998 (as amended and modified,
the "Credit Agreement") among the Borrower, the Guarantors and Lenders
identified therein, and NationsBank, N.A., as Administrative Agent;
WHEREAS, the Borrower desires to make an acquisition (the "M&M
Acquisition") of M&M Aircraft Services, Inc. for consideration of approximately
$34.8 million (consisting of approximately $30.0 million in cash, $2.5 million
in assumed debt and 350,000 shares of common stock of the Borrower), and has
requested certain modifications to the Credit Agreement in connection therewith;
WHEREAS, the requested modifications require the consent of the
Required Lenders;
WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. The Credit Agreement is amended in the following respects:
1.1 Notwithstanding anything to the contrary contained in the
Credit Agreement, for the period from the closing date of the M&M
Acquisition until the date 150 days following the closing date of the
M&M Acquisition, the "Applicable Percentage" under the Credit Agreement
shall be (i) one and one-half percent (1.50%), in the case of the Base
Rate Margin, (ii) two and three-quarters percent (2.75%), in the case
of the Eurodollar Margin and Letter of Credit Fee, and (iii) one-half
of one percent (0.50%) in the case of the Commitment Fee.
1.2 In Section 1.1, the following definitions are amended or
added to read as follows:
"Consolidated EBITDA" means for any period for the
Consolidated Group, the sum of (i) for the members of the
Consolidated Group other than those components which are the
subject of the M&M Acquisition, Consolidated Net Income PLUS
Consolidated Interest Expense PLUS all provisions for any
Federal, state or other domestic and foreign income taxes
PLUS depreciation and amortization, in each case on a
consolidated basis determined in accordance with GAAP applied
on a consistent basis, but excluding for purposes hereof
extraordinary gains and losses and related tax effects
thereon, and (ii) for the components which are the subject of
the M&M Acquisition, annualization of the foregoing
components of Consolidated EBITDA for the period beginning
January 1, 1998 (such that, (A) for the period ending June
30, 1998 the
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component shall be multiplied by 2.0, (B) for the period
ending September 30, 1998 the components shall be multiplied
by 1.33 and (C) for the period ending December 31, 1998 and
thereafter the components shall be for the period of four
consecutive fiscal quarters then ending) PLUS (A) for the
period ending June 30, 1998, $236,000 (representing excess
owner compensation for the first two fiscal quarters of 1998)
and (B) for the periods ending September 30, 1998 and December
31, 1998, $ 528,000 (representing excess owner compensation
for the first three fiscal quarters of 1998) PLUS in each case
for the periods ending on or before December 31, 1998,
$309,000 (representing the amount of a non-recurring claim
settlement made in the first two fiscal quarters of 1998).
Except as otherwise expressly provided, the applicable period
shall be for the four consecutive fiscal quarters ending as of
the date of determination.
"M&M Acquisition" shall have the meaning
given to such term in Amendment No. 1 to the Credit Agreement
dated as of October 28, 1998.
1.3 Clause (ii) of Section 2.1(b)(iii) is amended to read as
follows:
"(ii) demonstrates a Consolidated Senior
Leverage Ratio of less than 4.5:1.0 for the period from the
date of Amendment No. 1 (being October 28, 1998) to the date
150 days from the closing date of the M&M Acquisition, and
2.5:1.0 thereafter, in each case, on a Pro Forma Basis after
giving effect to the acquisition and"
1.4 Section 7.9(b) regarding the Senior Leverage Ratio is
amended to read as follows:
(b) Consolidated Senior Leverage Ratio. As
of the end of each fiscal quarter to occur during the periods
shown, the Consolidated Senior Leverage Ratio shall not be
greater than:
<TABLE>
<CAPTION>
<S> <C>
Closing Date until the closing date of the M&M Acquisition 3.5:1.0
Closing date of the M&M Acquisition until the date
150 days from the closing date of the M&M Acquisition 4.5:1.0
The date 150 days from the closing date of the M&M
Acquisition to October 31, 1999 3.5:1.0
Thereafter 3.0:1.0
</TABLE>
1.5 Section 8.4(c)(ii)(A) is amended to read as follows:
"(A) the Cost of Acquisition for all such
acquisitions shall not exceed (i) the cost of the M&M
Acquisition, which shall be approximately $34.8 million
(consisting of approximately $30.0 million in cash, $2.5
million in assumed debt and 350,000 shares of common stock of
the Borrower), in fiscal year 1998, and (ii) $12 million in
the aggregate in any fiscal year thereafter;"
2. This Amendment shall be effective upon satisfaction of the following
conditions:
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(a) completion of an asset based field audit of the M&M
Acquisition with findings and results acceptable to the Administrative
Agent;
(b) execution of this Amendment by the Credit Parties and the
Required Lenders;
(c) receipt by the Administrative Agent of legal opinions of
counsel to the Credit Parties relating to this Amendment;
(d) receipt by the Administrative Agent of conformed copies
of the acquisition agreements relating to the M&M Acquisition and
other documents relating thereto; and
(e) receipt by the Administrative Agent for the ratable
benefit of the consenting Lenders of an Amendment Fee of 15 basis
points (0.15%) on the aggregate amount of Commitments held by each of
the Lenders consenting to this Amendment.
3. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (including Schedules and Exhibits) shall remain in full force
and effect.
4. The Borrower agree to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including without limitation the reasonable fees and
expenses of Moore & Van Allen, PLLC.
5. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and it
shall not be necessary in making proof of this Amendment to produce or account
for more than one such counterpart.
6. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with the laws of the State of
Florida.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
BORROWER: AVTEAM, INC.,
a Florida corporation
By: /s/ Donald A. Graw
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Name: Donald A. Graw
Title: President and CEO
GUARANTORS: AVTEAM AVIATION FIELD SERVICES, INC.
a Florida corporation
By: /s/ Donald A. Graw
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Name: Donald A. Graw
Title: Chairman
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LENDERS NATIONSBANK, N.A.
individually in its capacity as a
Lender and in its capacty as Administative Agent
By: /s/ Steven C. Mayer
---------------------------------------------
Name: Steven C. Mayer
Title: Vice President
SOUTHTRUST BANK, NATIONAL ASSOCIATION
By: /s/ Steven W. Davis
---------------------------------------------
Name: Steven W. Davis
Title: VP
NATIONAL CITY BANK OF KENTUCKY
By: /s/
---------------------------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By: /s/ Frank H. D'Alto
---------------------------------------------
Name: Frank H. D'Alto
Title: Vice President
BANK AUSTRIA CREDITANSTALT AG
CORPORATE FINANCE, INC.
By: /s/ John G. Taylor
---------------------------------------------
Name: John G. Taylor
Title: Senior Associate
By: /s/ Carl G. Drake
---------------------------------------------
Name: Carl G. Drake
Title: Vice President
CREDITANSTALT AG
By:
----------------------------------------------
Name:
Title:
USTRUST
By: /s/ Thomas F. Molina
---------------------------------------------
Name: Thomas F. Molina
Title: Vice President
BANK LEUMI LE-ISRAEL B.M., MIAMI AGENCY
By: /s/ Joseph F. Realini
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Name: Joseph F. Realini
Title: V.P. Chief Lending Officer
