EXHIBIT 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (the "Amendment") is made and
entered as of the 23rd day of June, 2000, by and among HEICO CORPORATION, a
Florida corporation (together with its successors and permitted assigns,
"Borrower"), the lenders which are or may in the future be listed on the
signature pages to the Credit Agreement (as hereinafter defined), as amended,
and hereto (together with their successors and permitted assigns, individually a
"Lender" and collectively, the "Lenders"), and SUNTRUST BANK (formerly known as
SunTrust Bank, South Florida, National Association), as agent for the Lenders
(together with any successor agent appointed pursuant to the provisions of the
Credit Agreement, the "Agent").
BACKGROUND
The Borrower, the Lenders and the Agent are parties to a Credit
Agreement dated as of July 30, 1998, as amended by Amendment No. 1 to Credit
Agreement, dated as of July 30, 1998, and as further amended by Amendment No. 2
to Credit Agreement, dated as of May 12, 1999 (the "Credit Agreement"); the
Lenders listed on the signature pages hereto other than SunTrust Bank (formerly
known as SunTrust Bank, South Florida, National Association) ("SunTrust") became
Lenders and parties to the Credit Agreement pursuant to Assignment And
Acceptance Agreements, each dated October 7, 1998, between SunTrust and such
respective Lenders; and
The Borrower has requested, and the Lenders have determined, by
unanimous decision of all of the Lenders signatory hereto, to extend the
Revolving Credit Termination Date for one (1) additional year on the terms and
conditions set forth in the Credit Agreement, as amended hereby; and all of the
parties now desire to amend the Credit Agreement and to set forth the terms of
such consent as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants, and conditions herein, Borrower, the Lenders, and Agent
agree as follows:
1. The Definition of "Revolving Credit Termination Date" under Section
1.1 (Defined Terms) of the Credit Agreement shall be amended to provide in its
entirety as follows:
"Revolving Credit Termination Date" means July 30, 2003 (or
such later date as may be agreed to by the Lenders) or, if
such day is not a Business Day, the next succeeding Business
Day, or such earlier date on which all amounts outstanding
hereunder and under the Revolving Credit Notes shall be due
and payable pursuant to the terms hereof.
2. The definition of "Guarantors" under Section 1.1 (Defined Terms) of
the Credit Agreement shall be amended to provide in its entirety as follows:
"Guarantor(s)" means individually and collectively, all present and all
hereafter acquired or formed direct or indirect Subsidiaries of the
Borrower, with the current Subsidiaries set forth on Schedule 1 hereto.
As each new entity becomes a Subsidiary, the Borrower agrees that
Schedule 1 will be deemed automatically amended without further action
to include such entity, provided, however, the failure to include an
entity on such schedule
<PAGE>
shall not affect the status of an entity as a Subsidiary or Guarantor.
All Guarantors jointly and severally guarantee the payment, collection
and performance of all of the Obligations.
3. Continuing Full Force and Effect of Credit Agreement. Except as
amended by this Amendment, the Credit Agreement remains in full force and
effect, without change, modification or amendment thereto.
4. Counterparts; Faxed Signatures; Effective Date. This Amendment may
be executed in multiple counterparts, and by facsimile transmission of signed
counterparts, in any number, each of which shall be deemed an original, no one
of which need contain all of the signatures of the parties, and as many of such
counterparts as shall together contain all of the signatures of the parties
shall be deemed to constitute one and the same instrument. A set of the
counterparts of this Amendment signed by all parties hereto shall be lodged with
Agent. This Amendment shall become effective upon receipt by Agent of original
signed counterparts or facsimile confirmation of signed counterparts of this
Amendment, each of which shall be deemed an original, from each of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the day and
year first above written.
SIGNATURE PAGE
Amendment No. 3 to Credit Agreement among HEICO Corporation, SunTrust
Bank, as Agent, and the Lenders party thereto.
Witness: HEICO CORPORATION,
a Florida corporation
By:
--------------------------- ------------------------------------
Name: Thomas S. Irwin
Title: Executive Vice President and
Chief Financial Officer
(SEAL)
Address:
HEICO CORPORATION
3000 Taft Street
Hollywood, FL 33021
Attn: Thomas S. Irwin
Executive Vice President and
Chief Financial Officer
Fax No. (954) 987-8228
Confirming Tel. No. (954) 987-4000
<PAGE>
SIGNATURE PAGE
Amendment No. 3 to Credit Agreement among HEICO Corporation, SunTrust
Bank, as Agent, and the Lenders party thereto.
Witness: SUNTRUST BANK (formerly known as
SunTrust Bank, South Florida,
National Association),
a Georgia banking corporation,
as Agent
By:
--------------------------- ------------------------------------
Name:
Title:
Address of Lending Office for Notice:
501 East Las Olas Boulevard, 7th Floor
Corporate Banking Division
Fort Lauderdale, FL 33301
Attn: Carol F. Fine
Vice President
Corporate & Investment Banking
Fax No. (954) 765-7240
Confirming Tel. No. (954) 765-7151
