EXHIBIT 10.20.2
THIRD AMENDMENT AGREEMENT
This Third Amendment Agreement is made as of the ___ day of May, 2001,
by and between AIRCRAFT SERVICE INTERNATIONAL GROUP, INC., a Delaware
corporation ("Borrower"), and KEY CORPORATE CAPITAL INC. ("Lender"):
WHEREAS, Borrower and Lender are parties to a certain Credit and
Security Agreement dated as of April 2, 1998, as amended and as it may from
time to time be further amended, restated or otherwise modified, that
provides, among other things, for a Revolving Loan facility and a Term Loan
facility, all upon certain terms and conditions stated therein (the "Credit
and Security Agreement");
WHEREAS, Borrower and Lender desire to amend the Credit and Security
Agreement to increase the Letters of Credit sublimit and to modify certain
other provisions thereof; and
WHEREAS, each term used herein shall be defined in accordance with the
Credit and Security Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower and Lender
agree as follows:
1. Article 2.1(B) of the Credit and Security Agreement is hereby
amended to delete the first paragraph of that section there from and to
insert in place thereof the following:
B. Letters of Credit. Subject to the terms and conditions of this
Agreement, during the Commitment Period, Lender shall issue such
Letters of Credit for the account of Borrower or any Guarantor of
Payment, as Borrower may from time to time request. Borrower
shall not request any Letter of Credit (and Lender shall not be
obligated to issue any Letter of Credit) if, after giving effect
thereto, (a) the aggregate undrawn face amount of all issued and
outstanding Letters of Credit would exceed Ten Million Dollars
($10,000,000) or (b) the sum of (i) the aggregate outstanding
principal amount of all Revolving Loans, plus (ii) the aggregate
undrawn face amount of all issued and outstanding Letters of
Credit would exceed the Revolving Credit Commitment.
2. Concurrently with the execution of this Third Amendment
Agreement, Borrower shall:
(a) cause each Guarantor of Payment to consent, agree to and
acknowledge the terms of this Third Amendment Agreement and
such Guarantor Acknowledgment shall be in the form of
Exhibit 1. attached hereto;
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(b) pay to Lender, on the date hereof, an amendment fee in
an amount equal to Eight Thousand Dollars ($8,000); and
(c) pay all reasonable legal fees and expenses of Lender
incurred in connection with this Third Amendment
Agreement.
5. Borrower hereby represents and warrants to Lender that (a) Borrower
has the legal power and authority to execute and deliver this Third
Amendment Agreement; (b) the officer executing this Third Amendment
Agreement has been duly authorized to execute and deliver the same and bind
Borrower with respect to the provisions hereof; (c) the execution and
delivery hereof by Borrower and the performance and observance by Borrower
of the provisions hereof do not violate or conflict with the organizational
agreements of Borrower or any law applicable to Borrower or result in a
breach of any provision of or constitute a default under any other
agreement, instrument or document binding upon or enforceable against
Borrower; (d) no Unmatured Event of Default or Event of Default exists
under the Credit and Security Agreement, nor will any occur immediately
alter the execution and delivery of this Third Amendment Agreement or by
the performance or observance of any provision hereof (e) Borrower has no
claim or offset against, or defense or counterclaim to, any of Borrower's
obligations or liabilities under the Credit and Security Agreement or any
Related Writing; and (f) this Third Amendment Agreement constitutes a valid
and binding obligation of Borrower in every respect, enforceable in
accordance with its terms.
6. In consideration of this Third Amendment Agreement, Borrower hereby
waives and releases Lender and its representative shareholders, directors,
officers, employees, attorneys, affiliates and subsidiaries from any and
all such claims, offsets, defenses and counterclaims of which Borrower is
aware, such waiver and release being with full knowledge and understanding
of the circumstances and effect thereof and after having consulted legal
counsel with respect thereto.
7. Each reference that is made in the Credit and Security Agreement
shall hereafter be construed as a reference to the Credit arid Security
Agreement as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit and Security Agreement shall remain
in full force and effect and be unaffected hereby.
8. This Third Amendment Agreement may be executed in any number of
counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each. of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute
but one and the same agreement.
9. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts
of laws.
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10. JURY TRIAL WAIVER. BORROWER AND LENDER WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN BORROWER AND LENDER, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE LIMIT, AMEND OR
MODIFY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY PROVISION CONTAINED
IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN BORROWER AND
LENDER.
AIRCRAFT SERVICE INTERNATIONAL GROUP, INC.
KEY CORPORATE CAPITAL INC
By:_______________________________
EXHIBIT 1
GUARANTOR ACKNOWLEDGMENT
The undersigned consent and agree to and acknowledge the terms of the
foregoing Third Amendment Agreement. The undersigned further agree that the
obligations of the undersigned pursuant to the Guaranty of Payment of Debt
executed by the undersigned shall remain in full force and be unaffected hereby.
IN WITNESS WHEREOF, the foregoing acknowledgment has been executed and
delivered as of May , 2001.
AIRCRAFT SERVICE INTERNATIONAL, INC.
By:_______________________________
ASIG FUELING MIAMI, INC.
By:_______________________________
ASIG MIAMI, INC.
By:_______________________________
ASIG GROUND SERVICES, INC.
By:_______________________________
