<PAGE> 1
EXHIBIT 10.1
FIFTH AMENDMENT AND FORBEARANCE AGREEMENT
THIS FIFTH AMENDMENT AND FORBEARANCE Agreement (this "Agreement") is
made and entered into as of the 30th day of June, 2000, by and among BANK OF
AMERICA, N.A., formerly NationsBank, N.A., as agent (the "Agent") for the
lenders (the "Lenders") from time to time party to the Loan Agreement (as
hereafter defined), the Lenders, AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a
Delaware corporation ("AAS"), and the Subsidiaries of AAS party to the Loan
Agreement as borrowers (together with AAS, the "Borrowers").
W I T N E S S E T H :
WHEREAS, the Agent, the Lenders and the Borrowers entered into that
certain Loan and Security Agreement, dated as of May 25, 1999 (as amended from
time to time, the "Loan Agreement"), pursuant to which the Agent and the Lenders
agreed to extend certain financial accommodations to the Borrowers; and
WHEREAS, pursuant to the Loan Agreement, the Borrowers agreed, among
other things, to maintain the outstanding loan balance within a borrowing base
and to comply with certain minimum availability and financial covenants; and
WHEREAS, the Borrowers have allowed the outstanding loan balance to
exceed the borrowing base and have violated and continue to violate the minimum
availability and financial covenants set forth in the Loan Agreement; and
WHEREAS, the Borrowers' agreements to maintain the outstanding loan
balance within a borrowing base, and to comply with certain minimum availability
and financial covenants, were material inducements to the Agent's and the
Lenders' agreement to enter into the Loan Agreement, and the Lenders would not
have agreed to make loans available to the Borrowers without the assurance that
the Borrowers would comply with such agreements; and
WHEREAS, as a result of such material defaults by the Borrowers, the
Agent and the Lenders have the right, as set forth in the Loan Agreement and the
other Loan Documents, to immediately accelerate all of the Secured Obligations
and exercise all of their rights and remedies with respect to the Collateral,
all without notice to the Borrowers; and
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WHEREAS, the Borrowers have asked the Agent and the Lenders to
temporarily forbear from exercising certain of their rights and remedies with
respect to the defaults described above; and
WHEREAS, the Agent and the Lenders are willing to grant such temporary
forbearance, subject to the terms and conditions set forth herein, including the
terms and conditions set forth herein with respect to certain amendments to the
Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. All capitalized terms used herein and not otherwise expressly
defined herein shall have the respective meanings given to such terms in the
Loan Agreement.
2. The Borrowers acknowledge that they are in default under (a) SECTION
2A.3(B) of the Loan Agreement, for periods up to and including the date hereof,
as a result of the fact that the unpaid principal amount of the Revolving Credit
Loans has exceeded, and continues to exceed, the Borrowing Base, (b) SECTION
11.1(B) of the Loan Agreement for the fiscal quarter ending on March 31, 2000,
as a result of the Borrowers' failure to maintain the Consolidated Funded
Indebtedness to Consolidated EBITDA ratio set forth therein, (c) SECTION 11.1(C)
of the Loan Agreement for the fiscal quarter ending on March 31, 2000, as a
result of the Borrowers' failure to maintain the Consolidated fixed charge
coverage ratio set forth therein, (d) SECTION 11.5 of the Loan Agreement for
fiscal year 2000, as a result of the Borrowers' failure to comply with the
Capital Expenditure limit set forth therein, and (e) SECTION 11.17 of the Loan
Agreement for periods up to and including the date hereof, as a result of the
Borrowers' failure to comply with the minimum Availability covenant set forth
therein (collectively, the "Specified Existing Defaults"). The Borrowers
acknowledge that, because of the Specified Existing Defaults, the Agent and the
Lenders have the right, among other things, to declare all of the Secured
Obligations to be immediately due, payable and performable, and to enforce
collection of the Secured Obligations by repossessing and disposing of any
interest in the Collateral thereunder, as more fully set forth in ARTICLE 12 of
the Loan Agreement.
3. In consideration of the Borrowers' timely and strict compliance with
their agreements set forth in the Loan Agreement, and in reliance upon the
representations, warranties, agreements and covenants of the Borrowers set forth
herein (including without limitation paragraph 4 of this Agreement), the Agent
and the Lenders agree to forbear until the Forbearance Termination Date from
exercising their rights and remedies under the Loan Agreement and the related
Loan Documents as a result of (a) the Specified Existing Defaults and (b) any
continuing default by the Borrowers under SECTIONS 2A.3(B), 11.1 and 11.17 of
the Loan Agreement prior to the Forbearance Termination Date (collectively, the
"Specified Anticipated Defaults"; the Specified Existing Defaults and the
Specified Anticipated Defaults are sometimes collectively referred to as the
"Specified Defaults"). Notwithstanding the foregoing, the Agent and the Lenders
reserve their rights and remedies at all times with respect to any Default or
Event of Default under the Loan Agreement or this Agreement (including without
limitation paragraph 4 hereof) other than a
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Specified Default, whether presently existing or occurring hereafter. At any
time on or after the Forbearance Termination Date, the Agent and the Lenders may
exercise any of their rights and remedies under or with respect to the Loan
Agreement, the related Loan Documents or this Agreement, whether relating to a
Specified Default or otherwise. As used herein, "Forbearance Termination Date"
means the earlier of (x) August 1, 2000, (y) the occurrence on or after the date
hereof of an Event of Default, other than a Specified Anticipated Default, and
(z) the default or breach by the Borrowers in any of the covenants, agreements,
representations and warranties set forth in this Agreement (including without
limitation paragraph 4 hereof).
4. To induce the Agent and the Lenders to enter into this Agreement and
grant the accommodations set forth herein, the Borrowers agree with the Agent
and the Lenders as follows:
(a) So long as any Default or Event of Default exists
(including, without limitation, the Specified Defaults), the Borrowers
shall provide to the Agent and the Lenders a Borrowing Base Certificate
on each Business Day, prepared as of the close of business on the
immediately preceding Business Day to reflect information with respect
to Receivables (including, without limitation, sales and collections)
as of such immediately preceding Business Day; provided, however, that
information on such Borrowing Base Certificates with respect to
Inventory shall only be required to be updated as of the close of
business on the last Business Day of each calendar month within fifteen
Business Days of the end of such calendar month.
(b) So long as any Default or Event of Default exists
(including, without limitation, the Specified Defaults), the Borrowers
shall have no right to request or receive, and the Lenders shall have
no obligation to make, any LIBOR Rate Loans (nor shall any existing
Loan be converted to or continued as a LIBOR Rate Loan) or Capital
Expenditure Loans.
(c) So long as any Default or Event of Default exists
(including, without limitation, the Specified Defaults), each Borrower
agrees that it shall not return $50,000 (based on such Borrower's cost
therefor) or more of Inventory to any vendor for any reason without the
prior written consent of the Agent and the Lenders.
(d) So long as any Default or Event of Default exists
(including, without limitation, the Specified Defaults), no Receivable
included in any Borrowing Base Certificate on or after the date hereof
in excess of $250,000 shall constitute an Eligible Receivable until
approved by the Agent. For each such Receivable, the Borrowers shall
provide the Agent with true and complete copies of the invoice and
purchase order with respect thereto (such copies to be sent to the
attention of both Byron Turner and John Bohan (facsimile number
404-607-6437)). With respect to any Receivable that is not approved by
the Agent pursuant to this paragraph, the Agent agrees to notify the
Borrowers' Agent of such disapproval on the Business Day following the
actual receipt by the Agent of the applicable invoice and purchase
order for such Receivable and, if such notification is not sent to the
Borrowers' Agent on such following Business Day,
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and such Receivable would otherwise constitute an Eligible Receivable,
such Receivable shall be included in the Borrowing Base.
(e) It shall constitute an immediate Event of Default if AAS
does not receive, following the date hereof, at least $2,000,000 of
equity or Subordinated Indebtedness by July 31, 2000 (such equity or
subordinated indebtedness is hereafter referred to as "Additional
Capital") on terms and conditions (including all applicable legal
documents) acceptable to the Agent and the Lenders in their discretion.
(f) The proceeds from the Additional Capital described above,
together with the proceeds of any Asset Disposition with respect to the
stock or assets of AAS Aircraft Services, Inc. ("Aircraft Services";
any such Asset Disposition with respect to Aircraft Services is
sometimes referred to herein as an "Aircraft Services Disposition"),
shall be applied by the Borrowers to the partial repayment of the
then-outstanding Secured Obligations as provided in SECTION 4.9 of the
Loan Agreement; provided, however, that (i) the proceeds from the
Additional Capital shall be applied to the Secured Obligations on the
date such proceeds are received by the Borrowers; and (ii) (A) with
respect to the Additional Capital, such proceeds shall be applied first
to the outstanding Revolving Credit Loans to the extent thereof and
then to Capital Expenditure Loans to the extent thereof, and (B) with
respect to any Aircraft Services Disposition, the first $1,425,000 of
such proceeds shall be applied to the outstanding Capital Expenditure
Loans made to finance assets of Aircraft Services and then to the
outstanding Revolving Credit Loans to the extent thereof. Nothing
contained in this paragraph shall be construed to permit any Borrower
to consummate any Asset Disposition or other merger, consolidation or
asset sale (other than sales and leases of Inventory in the ordinary
course of business) without the prior written consent of the Required
Lenders.
(g) Notwithstanding anything to the contrary set forth in any
of the Loan Documents, it shall constitute an immediate Event of
Default if an Overadvance in excess of $7,200,000 exists during the
period from June 1, 2000 to and including July 31, 2000; provided,
however, that the Overadvance limit set forth above shall be
immediately and permanently reduced by an amount equal to the amount
applied to the Revolving Credit Loans as the result of the receipt of
Additional Capital or the proceeds from an Aircraft Services
Disposition; provided, further, that the Lenders shall not be obligated
to make any Loan to the Borrower if the making of such Loan would
create an Overadvance in excess of $7,000,000, it being understood that
the Agent intends to fund any Overadvance between $7,000,000 and
$7,200,000 as an Agent Advance under SECTION 4.7(D)(II) of the Loan
Agreement. As used herein, "Overadvance" shall mean, as of any date of
determination, the amount by which the outstanding principal balance of
Revolving Credit Loans exceeds the Borrowing Base. In the event an
Overadvance exists at any time from June 1, 2000 to and including July
31, 2000 in excess of the applicable limit, the Agent and the Lenders
may immediately exercise all of their rights and remedies under the
Loan Documents as a result thereof.
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<PAGE> 5
(h) The Borrowers, at their expense, shall cause a third-party
consultant reasonably acceptable to the Agent to review and evaluate
the Borrowers' business plan for the next six months and prepare a
written report of such consultant's review and recommendations, and
provide the Agent and the Lenders with copies of all reports and
recommendations of such consultant on or before June 30, 2000.
(i) No payment shall be made by AAS Technologies or any other
Borrower with respect to the AAS Technologies Indebtedness, nor shall
any Investment be made in AAS Technologies by any of the other
Borrowers for the purpose of repaying any of the AAS Technologies
Indebtedness, unless after giving effect to such payment the Borrowers
are in compliance with all of the terms and conditions of the Loan
Agreement, including without limitation the $1,000,000 minimum
Availability requirement set forth in SECTION 11.17 of the Loan
Agreement; provided, however, so long as no Event of Default other than
a Specified Default exists or would be caused thereby, AAS Technologies
may make regularly scheduled interest payments at the non-default
contract rate on the AAS Technologies Indebtedness.
(j) The Borrowers hereby acknowledge that, based on the
financial statements provided to the Agent and the Lenders for the
Borrowers' fiscal quarter ended March 31, 2000, the Revolving Credit
Loans and Capital Expenditure Loans shall bear interest at the maximum
Applicable Margin, effective May 1, 2000.
(k) AAS shall, within 15 days following the date of this
Agreement, (i) provide to the Agent the original stock certificates for
100% of the stock of AAS Aircraft Services, Inc.; and (ii) subject 100%
of the outstanding capital stock of AAS Technologies, Inc. to the
Agent's Security Interest, which shall be a first-priority Lien,
pursuant to documentation in form and substance satisfactory to the
Agent in its discretion (including without limitation, an amendment to
the Pledge Agreement and one or more stock powers executed in blank).
(l) The Borrowers shall provide to the Agent, by the third
Business Day of each week as of the close of business on the last
Business Day of the immediately preceding week, a contra report, in
form acceptable to the Agent, disclosing all Account Debtors to which
any Borrower owes any Indebtedness and the amounts owing by such
Account Debtors to the Borrowers and by the Borrowers to such Account
Debtors.
(m) The terms, conditions and provisions set forth in this
paragraph 4 may not be amended, modified or waived without the written
agreement of the Borrowers, the Agent and the Lenders.
(n) Any failure by any Borrower to comply with any of the
terms and conditions of any part of this paragraph 4 shall constitute
an immediate Event of Default.
5. The effectiveness of the Agent's and Lenders' agreement to
temporarily forbear, as set forth in paragraph 3 hereof, shall be conditioned
upon the payment by the Borrowers of
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$250,000 of the forbearance fee described in paragraph 7 below in consideration
of the accommodations set forth herein. The Borrowers authorize the Agent to
charge the Borrowers' Loan Account for such amount.
6. The Borrowers, the Lenders and the Agent hereby agree that (a)
SECTION 2B.3(C) of the Loan Agreement is amended by deleting the reference to
"July 1, 2000" contained therein and substituting "October 1, 2000" in lieu
thereof; (b) SECTION 12.1(O) of the Loan Agreement is amended by deleting the
reference to "Joseph Civiletto" contained therein, and (c) ANNEX 1 to the Loan
Agreement is deleted and replaced with ANNEX 1 attached hereto. Additionally,
the Borrowers, the Lenders and the Agent agree that, until this Agreement, as
amended from time to time, is no longer in effect, the Agent Advances under
SECTION 4.7(D)(II) of the Loan Agreement shall not exceed $250,000 at any one
time outstanding.
7. The Borrowers agree to pay (a) to the Agent, for the Ratable benefit
of the Lenders, a forbearance fee, in consideration of the accommodations set
forth herein, of $500,000, of which $250,000 is payable on the date hereof and
the remaining $250,000 is payable on September 1, 2000 (provided, however, that
the full $500,000 is fully earned on the date hereof and is not subject to
refund or rebate); and (b) on demand all costs and expenses of the Agent and the
Lenders in connection with the preparation, execution and delivery of this
Agreement, including, without limitation, the fees and out-of-pocket expenses of
legal counsel to the Agent and the Lenders. The Borrowers authorize the Agent to
charge the Borrowers' Loan Account for such fees. Such fees constitute fees for
services and are not, and shall not be deemed to be, interest or a charge for
the use of money. The Agent and the Lenders acknowledge that it is their present
intent that no fee shall be charged to the Borrowers for any subsequent
forbearance agreements or amendments to the Loan Documents entered into prior to
January 1, 2001; provided, however, that the Borrowers shall remain liable for
all costs and expenses of the Agent and/or the Lenders as provided in the Loan
Agreement and the other Loan Documents.
8. The Borrowers acknowledge and agree that, unless otherwise consented
to in writing by all of the Lenders and the Agent, the provisions of paragraphs
4(a), (b), (c), (d), (f), (g), (i), (j), (k), (l) and (n) hereof shall survive
the scheduled or earlier termination of the agreement to forbear set forth in
Paragraph 3 hereof.
9. To induce the Agent and each Lender to enter into this Agreement,
the Borrowers hereby represent and warrant that, as of the date hereof, and
after giving effect to the amendment to SECTION 12.1(O) of the Loan Agreement
set forth herein, except for the Specified Existing Defaults, there exists no
Default or Event of Default.
10. The Borrowers hereby restate, ratify, and reaffirm each and every
term, condition, representation and warranty heretofore made by each of them
under or in connection with the execution and delivery of the Loan Agreement and
the other Loan Documents, as fully as though such representations and warranties
had been made on the date hereof and with specific reference to this Agreement,
except to the extent that any such representation or warranty relates solely to
a prior date.
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<PAGE> 7
11. Except as expressly set forth herein, the Loan Agreement and the
other Loan Documents shall be and remain in full force and effect as originally
written, and shall constitute the legal, valid, binding and enforceable
obligations of the Borrowers to the Agent and the Lenders.
12. To induce the Agent and the Lenders to enter into this Agreement
and grant the accommodations set forth herein, each Borrower agrees that (a)
except as expressly set forth herein, neither the Agent nor any Lender has
agreed to (and has no obligation whatsoever to discuss, negotiate or agree to)
any other restructuring, modification, amendment, waiver or forbearance with
respect to the Secured Obligations or the Loan Agreement, (b) no understanding
with respect to any other restructuring, modification, amendment, waiver or
forbearance with respect to the Secured Obligations or the Loan Agreement shall
constitute a legally binding agreement or contract, or have any force or effect
whatsoever, unless and until reduced to writing and signed by authorized
representatives of each party hereto, and (c) the execution and delivery of this
Agreement has not established any course of dealing between the parties hereto
or created any obligation or agreement of the Agent or any Lender with respect
to any future restructuring, modification, amendment, waiver or forbearance with
respect to the Secured Obligations or the Loan Agreement.
13. To induce the Agent and the Lenders to enter into this Agreement
and grant the accommodations set forth herein, each Borrower (a) acknowledges
and agrees that no right of offset, defense, counterclaim, claim or objection
exists in favor of such Borrower against the Agent or any Lender arising out of
or with respect to the Loan Agreement, the other Loan Documents, the Secured
Obligations, or any other arrangement or relationship between the Agent, any
Lender and such Borrower, and (b) releases, acquits, remises and forever
discharges the Agent and each Lender and its affiliates and all of their past,
present and future officers, directors, employees, agents, attorneys,
representatives, successors and assigns from any and all claims, demands,
actions and causes of action, whether at law or in equity, whether now accrued
or hereafter maturing, and whether known or unknown, which such Borrower now or
hereafter may have by reason of any manner, cause or things to and including the
date of this Agreement with respect to matters arising out of or with respect to
the Loan Agreement, the other Loan Documents, the Secured Obligations, or any
other arrangement or relationship between the Agent or any Lender and such
Borrower.
14. The Borrowers agree to take such further action as the Agent shall
reasonably request in connection herewith to evidence the agreements herein
contained.
15. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same instrument.
16. This Agreement shall be binding upon and inure to the benefit of
the successors and permitted assigns of the parties hereto.
17. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Georgia, other than its laws respecting choice of
law.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Borrowers, the Agent and the Lenders have
caused this Agreement to be duly executed by their authorized officers in
several counterparts, all as of the date first above written.
BORROWERS:
AMERICAN AIRCARRIERS SUPPORT,
INCORPORATED
By: /s/ Karl F. Brown
--------------------------------------
Name: Karl F. Brown
--------------------------------------
Title: Chief Executive Officer
--------------------------------------
AAS ENGINE SERVICES, INC.
By: /s/ Karl F. Brown
--------------------------------------
Name: Karl F. Brown
--------------------------------------
Title: Chief Executive Officer
--------------------------------------
AAS LANDING GEAR SERVICES, INC.
By: /s/ Karl F. Brown
--------------------------------------
Name: Karl F. Brown
--------------------------------------
Title: Chief Executive Officer
--------------------------------------
AAS COMPLETE CONTROLS, INC.
By: /s/ Karl F. Brown
--------------------------------------
Name: Karl F. Brown
--------------------------------------
Title: Chief Executive Officer
--------------------------------------
AAS-AMJET, INC.
By: /s/ Karl F. Brown
--------------------------------------
Name: Karl F. Brown
--------------------------------------
Title: Chief Executive Officer
--------------------------------------
<PAGE> 10
AAS AIRCRAFT SERVICES, INC.
By: /s/ Karl F. Brown
--------------------------------------
Name: Karl F. Brown
--------------------------------------
Title: Chief Executive Officer
--------------------------------------
LENDERS:
BANK OF AMERICA, N.A., formerly
NationsBank, N.A.
By: /s/Byron J. Turner, III
-----------------------------------------
Byron J. Turner III
Vice President
NATIONAL BANK OF CANADA, a Canadian
chartered bank
By: /s/Bill Handley
-----------------------------------------
Name: Bill Handley
----------------------------------
Title: Vice President and Manager
---------------------------------
By: /s/Dan Shaw
-----------------------------------------
Name: Dan Shaw
----------------------------------
Title: Vice President
---------------------------------
THE CIT GROUP/BUSINESS CREDIT, INC.
By:/s/ Jay Nomina
------------------------------------------
Name: Jay Nomina
----------------------------------
Title: Vice President
---------------------------------
<PAGE> 11
AGENT:
BANK OF AMERICA, N.A., formerly
NationsBank, N.A.
By: /s/Byron J. Turner, III
-----------------------------------------
Byron J. Turner III
Vice President
<PAGE> 12
ANNEX I
PERFORMANCE PRICING MATRIX
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Revolver Cap. Ex. Loans
Ratio of Consolidated Funded ---------------------------------------------------------------
Indebtedness to Consolidated EBITDA Prime Rate LIBOR Rate Prime Rate LIBOR Rate
(trailing 12 months) Margin Margin Margin Margin
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Greater than 4.5 to 1 0.5% 2.75% 0.50% 3.0%
--------------------------------------------------------------------------------------------------------------------
Greater than 4.0 to 1 but less than or equal to 0.25% 2.5% 0.25% 2.75%
4.5 to 1
--------------------------------------------------------------------------------------------------------------------
Greater than 3.5 to 1 but less than or equal to 0% 2.25% 0% 2.5%
4.0 to 1
--------------------------------------------------------------------------------------------------------------------
Greater than 3.0 to 1 but less than or equal to 0% 2.0% 0% 2.25%
3.5 to 1
--------------------------------------------------------------------------------------------------------------------
Less than or equal to 3 to 1 0% 1.75% 0% 2.0%
--------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 13
NOTARY JURAT FOR EXECUTION OF
WRITTEN OBLIGATIONS TO PAY MONEY
BY FLORIDA BORROWERS
On this the 30th day of June, 2000, before me, the undersigned, a
Notary Public in and for the State of South Carolina, County of York, Karl F.
Brown personally appeared, personally known to me or proved to me on the basis
of satisfactory evidence to be the Chief Executive Officer of each of American
Aircarriers Support, Incorporated, AAS Engine Services, Inc., AAS-Amjet, Inc.,
AAS Landing Gear Services, Inc., AAS Complete Controls, Inc. and AAS Aircraft
Services, Inc., who, being by me first duly sworn, stated that:
1. He/She executed the foregoing Fifth Amendment and Forbearance Agreement on
behalf of such corporations pursuant to their by-laws or resolutions of
their boards of directors, said execution taking place in the State of
South Carolina, County of York; and
2. He/She has this day delivered the foregoing instrument to Bank of America,
N.A. at Fulton County, Georgia.
Signature of Borrowers' Officer:
By: /s/ Karl F. Brown
------------------------------------
Name: Karl F. Brown
----------------------------------
Sworn to and subscribed before me this 30th day of June, 2000:
/s/ Angela C. Gaskins
-------------------------------
Notary Signature
My Commission Expires:
November 26, 2006
-------------------------------
[Affix Notarial Seal]
<PAGE> 14
AFFIDAVIT REGARDING DELIVERY
On this the 22nd day of June, 2000, before me, the undersigned, a
Notary Public in and for the State of Georgia, County of Fulton, Byron J. Turner
III personally appeared, personally known to me or proved to me on the basis of
satisfactory evidence to be a Vice President of Bank of America, N.A., who,
being by me first duly sworn, stated that Bank of America, N.A., as Agent, has
received delivery of the foregoing Fifth Amendment and Forbearance Agreement in
the State of Georgia, County of Fulton.
/s/Byron J. Turner, III
--------------------------------------
Signature of Officer of Agent
Sworn to and subscribed before me this 22nd day of June, 2000:
/s/ Ellen Black
--------------------------------
Notary Signature
My Commission Expires:
05/05/00
--------------------------------
[Affix Notarial Seal]
