EXHIBIT 10.3
AMENDMENT
TO
SUNBANK REIMBURSEMENT AGREEMENT
This Amendment to SunBank Reimbursement Agreement, dated as of the 1st
day of March, 1995, by and between HEICO AEROSPACE CORPORATION, a Florida
corporation, f/k/a HEICO CORPORATION, a Florida corporation (the "Company"), and
SUNBANK/SOUTH FLORIDA, NATIONAL ASSOCIATION (the "Bank").
W I T N E S S E T H:
WHEREAS, the Company and the Bank executed that certain SunBank
Reimbursement Agreement dated as of the 28th day of February, 1994 (the
"Agreement"); and
WHEREAS, the parties have agreed to certain modifications to the
Agreement, as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the parties hereto agree as follows:
1. All capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Agreement.
2. Section 1, DEFINITIONS, is amended as follows:
(A) The definition of "GUARANTORS" shall be deleted and the
following inserted in its place:
"GUARANTORS" means (collectively) JET AVION
CORPORATION, a Florida corporation, JET AVION HEAT TREAT
CORPORATION, a Florida corporation, LPI INDUSTRIES
CORPORATION, a Florida corporation, AIRCRAFT TECHNOLOGY, INC.,
a Florida corporation, MEDITEK HEALTH CORPORATION, a Florida
corporation, MEDITEK INDUSTRIES, INC., a Florida corporation,
HEICO CORPORATION, a Florida corporation, and HEICO-NEWCO,
INC., a Florida corporation.
(B) The definition of "MORTGAGE" shall be deleted and the
following inserted in its place:
"MORTGAGE" means the Mortgage and Security Agreement
dated as of March 1, 1988, executed by the Company in favor of
Broward County, Florida, and NCNB National Bank of North
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Carolina, in accordance with the Indenture and Loan Agreement,
and recorded on March 30, 1988, in Official Records Book
15307, Page 520, Broward County's interest being assigned to
Mellon Bank, N.A., by Broward County, Florida, by instrument
dated March 1, 1988, and recorded on March 30, 1988, in
Official Records Book 15307, Page 544, as assigned to Bank by
virtue of Assignment of Mortgage from NCNB dated February 28,
1994, as modified by a Mortgage Modification Agreement dated
February 28, 1994, recorded on March 3, 1994, in Official
Records Book 21825, Page 1 (all of the foregoing recording
information referring to the Public Records of Broward County,
Florida), and any further modifications thereto."
(C) The definition of "PLEDGE AGREEMENT" shall be deleted and
the following inserted in its place:
"PLEDGE AGREEMENT" means the Pledge and Security
Agreement dated as of March 1, 1988 by and among the Company,
the Custodian, and NationsBank, as assigned by NationsBank to
the Bank pursuant to an Assignment dated as of February 28,
1994, as amended by an Amendment to Pledge and Security
Agreement dated as of February 28, 1994, as further amended by
a Second Amendment to Pledge and Security Agreement dated as
of March 1, 1995, and any further amendments and modifications
thereto, which provides that Pledged Bonds shall be released
only upon delivery of a notice of reinstatement to the
Custodian."
(D) The definition of "REMARKETING AGREEMENT" shall be deleted
and the following inserted in its place:
"REMARKETING AGREEMENT" means the Remarketing
Agreement dated as of March 1, 1988, as amended by an
Amendment to Remarketing Agreement dated as of February 28,
1994, and any further amendments and modifications thereto,
among the Issuer, the Company, and the Remarketing Agent."
(E) The definition of "SECOND MORTGAGE" shall be deleted and
the following inserted in its place:
"SECOND MORTGAGE" means the Second Mortgage Deed and
Security Agreement dated as of February 28, 1994, executed by
the Company in favor of the Bank in the amount of
$2,000,000.00 which is a second lien on the Property, recorded
on March 3, 1994, in Official Records Book 21825, Page 121, of
the Public Records of Broward County, Florida, as modified by
that certain
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Mortgage Modification Agreement (Second Mortgage) executed by
the Company and the Bank, dated as of March 1, 1995, and any
further modifications thereto."
(F) The following definition of "SECURITY AGREEMENTS" is
hereby added:
"SECURITY AGREEMENTS" means the Security Agreements
dated February 28, 1994, from the Company and each of the
Guarantors (other than HEICO-Newco, Inc.) to the Bank, and the
Security Agreement dated as of March 1, 1995 from HEICO-Newco,
Inc. to the Bank, as the same may be modified or reaffirmed
from time to time."
(G) The definition of "SUNBANK LOAN AGREEMENT" shall be
deleted and the following inserted in its place:
"SUNBANK LOAN AGREEMENT" collectively means the Loan
Agreement between the Bank, Heico Corporation and the Company,
dated as of February 28, 1994, as amended by a First Amendment
to Loan Agreement and Reaffirmation Agreement dated as of
October 13, 1994, and a Second Amendment to Loan Agreement
dated as of March 1, 1995, and any further modifications
thereto."
3. Subparagraph (c)(ix) of Section 2, APPLICATION, REIMBURSEMENT
AND OTHER PAYMENTS, shall be deleted and the following shall be inserted in its
place:
"(ix) on each anniversary date of this Agreement (the
"Anniversary Date"), a fee equal to 1.25% of the excess, if
any, of the stated amount of the Letter of Credit over the
balance in the Yield Restricted Account on the Anniversary
Date;
4. Subparagraph (b) of Section 25, SECURITY AND CASH COLLATERAL
ACCOUNT, shall be deleted and the following inserted in its place:
"(b) Company agrees to deposit into the Cash
Collateral Account the sum of Sixteen Thousand, Five Hundred
Dollars ($16,500.00) on the 28th day of February, 1994, and on
like date each month thereafter until the 28th day of June,
1995. Commencing on the 28th day of July, 1995, the Company
agrees to deposit into the Cash Collateral Account the sum of
Eight Thousand, Two Hundred Fifty Dollars ($8,250.00) and
further agrees to deposit like amount on the 28th day of each
month thereafter until the Letter of Credit is terminated and
all Payment Obligations to the Bank are paid in full."
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5. Except as hereinabove amended, the Agreement shall continue
in full force and effect.
6. AS A MATERIAL INDUCEMENT FOR THE BANK TO AMEND THE AGREEMENT
PURSUANT TO THIS AMENDMENT, THE COMPANY COVENANTS WITH AND WARRANTS UNTO THE
BANK, AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS,
DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSETS AGAINST THE BANK RELATING IN
ANY WAY TO THE INDENTURE, THE AGREEMENT OR OTHER ASSOCIATED LOAN DOCUMENTS,
THROUGH THE DATE HEREOF, OR THE OBLIGATION OF THE COMPANY TO PAY OR PERFORM ALL
OBLIGATIONS TO THE BANK EVIDENCED BY THE AGREEMENT OR OTHERWISE.
7. AS A MATERIAL INDUCEMENT FOR THE BANK TO AMEND THE AGREEMENT
PURSUANT TO THIS AMENDMENT, THE COMPANY DOES HEREBY RELEASE, WAIVE, DISCHARGE,
COVENANT NOT TO XXX, ACQUIT, SATISFY AND FOREVER DISCHARGE THE BANK, ITS
OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS AND ITS AFFILIATES AND
ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS,
CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS
WHATSOEVER, IN LAW OR IN EQUITY, WHICH THE COMPANY EVER HAD, NOW HAS OR WHICH
ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF THE COMPANY HEREAFTER
CAN, SHALL OR MAY HAVE AGAINST THE BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES,
ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF
ANY MATTER, CAUSE OR THING WHATSOEVER RELATING IN ANY WAY TO THE INDENTURE, THE
AGREEMENT AND OTHER ASSOCIATED LOAN DOCUMENTS, THROUGH THE DATE HEREOF. THE
COMPANY FURTHER EXPRESSLY AGREES THAT THE FOREGOING RELEASE AND WAIVER AGREEMENT
IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF THE
STATE OF FLORIDA.
8. THE BANK AND THE COMPANY HEREBY MUTUALLY, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE
AGREEMENT AND ANY AGREEMENT CONTEMPLATED OR TO BE EXECUTED IN CONJUNCTION
THEREWITH, UNDER ANY ASSOCIATED LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY. THE
COMPANY ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO
THE BANK IN ACCEPTING THIS AMENDMENT, AND THAT THE BANK WOULD NOT HAVE ACCEPTED
THIS AMENDMENT WITHOUT THIS JURY TRIAL WAIVER. THE COMPANY ACKNOWLEDGES THAT THE
COMPANY HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT
WITH AN ATTORNEY REGARDING THIS JURY TRIAL WAIVER, AND UNDERSTANDS THE LEGAL
EFFECT
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OF THIS JURY TRIAL WAIVER. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE,
CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO
EXCEPTIONS. THE BANK HAS IN NO WAY AGREED WITH OR REPRESENTED TO THE COMPANY OR
ANY OTHER PARTY THAT THE PROVISIONS OF THIS JURY TRIAL WAIVER WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers and authorized
representatives thereunto duly authorized as of the date first above written.
Signed, sealed and delivered
in the presence of: HEICO AEROSPACE CORPORATION, a
Florida corporation f/k/a HEICO
CORPORATION, a Florida
corporation
______________________________ By /S/ XXXXXX X. XXXXX
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Its: VICE CHAIRMAN AND TREASURER
______________________________
(SEAL)
SUNBANK/SOUTH FLORIDA, NATIONAL
ASSOCIATION
______________________________ By: /S/ XXXXXX X. XXXXXXX
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Its: VICE PRESIDENT
_______________________________
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