EXECUTION COPY
FIRST AMENDMENT, WAIVER AND AGREEMENT
FIRST AMENDMENT, WAIVER AND AGREEMENT, dated as of March 24, 1997
(this "AMENDMENT"), to the Existing Credit Agreement (as hereinafter
defined), by and among INTERNATIONAL AIRLINE SUPPORT GROUP, INC., a
Delaware corporation (the "BORROWER"), and BNY FINANCIAL CORPORATION, a New
York corporation (the "LENDER").
RECITALS
The Borrower and the Lender have entered into the Existing Credit
Agreement, pursuant to which the Lender is providing to the Borrower (i) an
$11,000,000.00 revolving credit facility (the "REVOLVER FACILITY") and a
$3,000,000.00 term loan facility (as specifically defined below, the "TERM
LOAN A FACILITY"), which is secured by accounts receivable, inventory and
other collateral of the Borrower. The Borrower has requested that the
Lender provide an additional $3,750,000.00 term loan facility (as
specifically defined below, the "TERM LOAN B FACILITY") for the acquisition
of three (3) Boeing 727-100 aircraft (bearing manufacturer's serial numbers
18892, 18903 and 18905, respectively) (the "AIRCRAFT ACQUISITION"). The
Borrower has also requested that the Lender increase the maximum amount
available under the Revolver Facility to $13,000,000.00. Subject to the
terms and conditions hereof, the Lender is willing (i) to provide the Term
Loan B Facility to the Borrower, (ii) to increase the maximum amount
available under the Revolver Facility to $13,000,000.00 and (iii) to amend
and waive certain provisions of the Existing Credit Agreement in order to
effectuate the foregoing.
In consideration of the foregoing and of the mutual covenants and
undertakings herein contained, the parties hereto hereby agree that the
Existing Credit Agreement is amended as hereinafter provided.
****ARTII.
Definitions
A.DEFINITIONS. (a) In addition to the definitions set forth in
the heading and the recitals to this Amendment, the following definitions
shall apply to this Amendment:
"AGREEMENT": means the Credit Agreement, dated as of September
30, 1996, between the Borrower and the Lender, as amended, supplemented or
otherwise modified from time to time up to and including this Amendment.
"EXISTING CREDIT AGREEMENT": means the Credit Agreement, dated as
of September 30, 1996, between the Borrower and the Lender, as the same may
have been amended, supplemented or modified from time to time up to but not
including the effectiveness of this Amendment.
"FIRST AMENDMENT DOCUMENTS": the First Amendment, Amendment No. 1
to Borrower Security Agreement, the Pledge Agreement, the Xxxxx Consent and
Agreement, the Term Loan B Aircraft Chattel Mortgages, the Xxxxx Leases,
the Xxxxx Aircraft Lease Supplements, Term Note B, and any other
agreements, instruments and documents executed or delivered pursuant to or
in connection with the First Amendment and the transactions contemplated
thereby.
(b) Unless otherwise indicated, capitalized terms that are used
but not defined herein shall have the meanings ascribed to them in the
Existing Credit Agreement.
****ARTII.
Representations
A.REPRESENTATIONS. The Borrower hereby represents and warrants
as follows:
*a)It (A) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (B) has
the power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (C) is duly qualified and in
good standing under the laws of each jurisdiction where its ownership,
lease or operation of property or the conduct of its business requires such
qualification and (D) is in compliance with all Requirements of Law except
to the extent that the failure to comply therewith reasonably could not, in
the aggregate, be expected to have a Material Adverse Effect.
*a)It has the power and authority, and the legal right, to make,
deliver and perform this Amendment and the other First Amendment Documents
to which it is a party and to borrow under the Agreement and has taken all
necessary action to authorize the borrowings on the terms and conditions of
the Agreement and this Amendment and to authorize the execution, delivery
and performance of the First Amendment Documents to which it is a party.
No consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required
in connection with the borrowings under the Agreement or with the
execution, delivery, performance, validity or enforceability of the First
Amendment Documents to which it is a party. Each First Amendment Document
to which the Borrower is a party has been or will be duly executed and
delivered on behalf of the Borrower. Each First Amendment Document to
which the Borrower is a party when executed and delivered will constitute a
legal, valid and binding obligation of the Borrower enforceable against it
in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at
law) and an implied covenant of good faith and fair dealing.
*a)The conditions contained in Article V hereof have been
satisfied.
*1.The Borrower represents that each of the Credit Documents is
on the date hereof in full force and effect.
****ARTII.
Amendments to Existing Credit Agreement
A.AMENDMENTS TO SECTION 1. Section 1.1 of the Existing Credit
Agreement is hereby amended by inserting the following new definitions
therein in alphabetical order:
"AMENDMENT NO. 1 TO BORROWER SECURITY AGREEMENT": that
certain Amendment No. 1 to Borrower Security Agreement, dated as of
the First Amendment Effective Date, from the Borrower to the Lender.
"XXXXX": Xxxxx Worldwide Airlines, Inc., a Nevada
corporation.
"XXXXX AIRCRAFT LEASE SUPPLEMENTS": the collective reference
to the Lease Assignment Assumption and Releases, dated as of March 24,
1997 by and among AAR Engine Group, Inc., the Borrower and Xxxxx,
pursuant to which the Borrower becomes the lessor under each of the
Xxxxx Leases.
"XXXXX CONSENT AND AGREEMENT": that certain Consent and
Agreement, dated as of the date hereof, by and among Xxxxx, the
Borrower and the Lender, in respect of the Xxxxx Leases.
"XXXXX LEASES": the collective reference to each Aircraft
Least Agreement in respect of a Term Loan B Aircraft, dated as of
February 17, 1994 September 22, 1993 and September 23, 1993,
respectively, and each of which is between Xxxxx (as lessee) and the
Borrower (as successor lessor), as the same may be amended,
supplemented or modified from time to time.
"FIRST AMENDMENT": that certain First Amendment, Waiver and
Agreement, dated as of March 24, 1997, between the Borrower and the
Lender.
"FIRST AMENDMENT DOCUMENTS": the First Amendment, Amendment
No. 1 to Borrower Security Agreement, the Pledge Agreement, the Xxxxx
Consent and Agreement, the Term Loan B Aircraft Chattel Mortgages, the
Xxxxx Leases, the Xxxxx Aircraft Lease Supplements, Term Note B, and
any other agreements, instruments and documents executed or delivered
pursuant to or in connection with the First Amendment and the
transactions contemplated thereby.
"FIRST AMENDMENT EFFECTIVE DATE": the date on which all of
the conditions precedent to the effectiveness of the First Amendment
set forth in Article V of the First Amendment are first satisfied or
waived.
"PLEDGE AGREEMENT": that certain Borrower Pledge Agreement,
dated as of the First Amendment Effective Date, from the Borrower to
the Lender pursuant to which the Borrower pledges to the Lender 100%
of the outstanding Capital Stock of IASG-Virgin Islands, Inc., its
wholly-owned subsidiary.
"TERM LOAN A": as defined in Section 2.3(a) (together with
any advance made in connection with the substitution of a Term Loan A
Aircraft or a Term Loan A Aircraft Engine pursuant to Section 2.5(a)).
"TERM LOAN A AIRCRAFT": means each Aircraft owned from time
to time by the Borrower and listed as a Term Loan A Aircraft and
described on SCHEDULE I hereto, as the same may be amended or modified
from time to time in accordance with this Agreement.
"TERM LOAN A AIRCRAFT ENGINE": means each Aircraft Engine
owned from time to time by the Borrower and listed as a Term Loan A
Aircraft Engine and described on SCHEDULE I hereto, as the same may be
amended or modified from time to time in accordance with this
Agreement.
"TERM LOAN A BORROWING BASE": at any time, an amount equal
to (i) 80% (or such other percentage as the Lender shall determine in
its sole discretion) of the Forced Liquidation Value, after deduction
of any applicable Collateral Reserves, at such time, of all Term
Loan A Aircraft domiciled in jurisdictions other than Kenya and all
Term Loan A Aircraft Engines and (ii) 50% (or such other percentage as
the Lender shall determine in its sole discretion) of the Forced
Liquidation Value, after deduction of any applicable Collateral
Reserves, at such time, of all Term Loan A Aircraft domiciled in
Kenya.
"TERM LOAN A FACILITY": at any time, the obligation of the
Lender to make Term Loan A in accordance with the provisions of this
Agreement, which shall not exceed an amount equal to $3,000,000.00
MINUS the aggregate amount of repayments of principal then required to
have been made in accordance with SCHEDULE 2.3A.
"TERM LOAN B": as defined in Section 2.3(b) (together with
any advance made in connection with the substitution of a Term Loan B
Aircraft or a Term Loan B Aircraft Engine pursuant to Section 2.5(b)).
"TERM LOAN B AIRCRAFT": means each Aircraft owned from time
to time by the Borrower and listed as a Term Loan B Aircraft and
described on SCHEDULE I hereto, as the same may be amended or modified
from time to time in accordance with this Agreement.
"TERM LOAN B AIRCRAFT ENGINE": means each Aircraft Engine
owned from time to time by the Borrower and listed as a Term Loan B
Aircraft Engine and described on SCHEDULE I hereto, as the same may be
amended or modified from time to time in accordance with this
Agreement.
"TERM LOAN B AIRCRAFT CHATTEL MORTGAGES": the collective
reference to each Aircraft Chattel Mortgage, dated as of the First
Amendment Effective Date, from the Borrower to the Lender with respect
to a Term Loan B Aircraft.
"TERM LOAN B BORROWING BASE": at any time, an amount equal
to 80% (or such other percentage as the Lender shall determine in its
sole discretion) of the Forced Liquidation Value, after deduction of
any applicable Collateral Reserves, at such time, of all Term Loan B
Aircraft and all Term Loan B Aircraft Engines.
"TERM LOAN B FACILITY": at any time, the obligation of the
Lender to make Term Loan B in accordance with the provisions of this
Agreement, which shall not exceed an amount equal to $3,750,000.00
MINUS the aggregate amount of repayments of principal then required to
have been made in accordance with SCHEDULE 2.3B.
"TERM LOAN BORROWING BASES": the collective reference to
the Term Loan A Borrowing Base and the Term Loan B Borrowing Base.
"TERM LOAN FACILITIES": the collective reference to the
Term Loan A Facility and the Term Loan B Facility.
"TERM LOANS": the collective reference to Term Loan A and
Term Loan B.
"TERM NOTE A": a promissory note of the Borrower evidencing
Term Loan A, in form and substance acceptable to the Lender.
"TERM NOTE B": a promissory note of the Borrower evidencing
Term Loan B, in form and substance acceptable to the Lender.
*1.The definition of the term "Approved Aircraft" in Section 1.1
of the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
""APPROVED AIRCRAFT": means the collective reference to the
Term Loan A Aircraft, the Term Loan A Aircraft Engines, the Term
Loan B Aircraft and the Term Loan B Aircraft Engines."
*1.The definition of the term "Credit Documents" in Section 1.1
of the Existing Credit Agreement is hereby deleted in its entirety and
replaced by the following:
""CREDIT DOCUMENTS": this Agreement, the First Amendment,
the Security Documents, the Republic Intercreditor Agreement, each
Consent and Agreement, Term Note A, Term Note B, any Revolver Note and
any other documents, agreements or instruments executed and delivered
to the Lender pursuant to Section 6.11."
*1.The definition of the term "Facilities" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
""FACILITIES": the collective reference to the Revolver
Facility and the Term Loan Facilities."
*1.Clause I of the definition of "Revolver Borrowing Base" in
Section 1.1 of the Existing Credit Agreement is hereby deleted in its
entirety and replaced by the following:
"I. the sum of (a) 85% (or such other percentage as the
Lender shall determine in its sole and absolute discretion) of the
total outstanding balance, after subtracting any Collateral Reserves,
of then Eligible Accounts and Eligible Lease Payment Receivables, (b)
100% (or such other percentage as the Lender shall determine in its
sole and absolute discretion) of the aggregate amount of all
maintenance reserves held in a restricted account pursuant to Section
3.5(f), and (c) the least of (i) 100 % (or such other percentage as
the Lender shall determine in its sole and absolute discretion) of the
total cost, after subtracting any Collateral Reserves, of then
Eligible Inventory plus $500,000.00, (ii) 75% (or such other
percentage as the Lender shall determine in its sole and absolute
discretion) of the Forced Liquidation Value, after subtracting any
Collateral Reserves, of such Eligible Inventory and
(iii) $9,500,000.00;"
*1.The definition of "Revolver Facility" in Section 1.1 of the
Existing Credit Agreement is hereby amended by deleting in the third line
thereof the number "$11,000,000.00" and replacing it with the number
"$13,000,000.00".
*1.The definition of "Revolver Reserve" in Section 1.1 of the
Existing Credit Agreement is hereby deleted in its entirety and replaced by
the following:
""REVOLVER RESERVE": as of any date, an amount equal to the
lesser of (i) the amount, if any, by which the sum determined in
accordance with clause I of the definition of Revolver Borrowing Base
on such date exceeds the aggregate outstanding Revolver Advances on
such date and (ii) the amount, if any, by which the sum of the Term
Loan A Facility (without regard to any Term Loan A borrowings made
prior to or on such date) on such date and the Term Loan B Facility
(without regard to any Term Loan B borrowings made prior to or on such
date) on such date exceeds the sum of the Term Loan A Borrowing Base
on such date and the Term Loan B Borrowing Base on such date."
*1.The definition of "Security Documents" in Section 1.1 of the
Existing Credit Agreement is hereby amended by adding in the second line
thereof the words "Amendment No. 1 to Borrower Security Agreement, the
Pledge Agreement," after the words "Borrower Security Agreement,".
*1.The term "Term Loan Borrowing Base" and its related definition
in Section 1.1 of the Existing Credit Agreement are hereby deleted in their
entirety.
*1.The term "Term Loan Facility" and its related definition in
Section 1.1 of the Existing Credit Agreement are hereby deleted in their
entirety.
*1.The term "Term Note" and its related definition in Section 1.1
of the Existing Credit Agreement are hereby deleted in their entirety.
A.AMENDMENTS TO SECTION 2.3. Section 2.3 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced by the following:
"2.3 TERM LOAN FACILITIES. (a) Subject to the terms and
conditions hereof, the Lender agrees to make a term loan to the
Borrower in one advance (such advance, together with any advances made
in connection with the substitution of Term Loan A Aircraft or a Term
Loan A Aircraft Engine pursuant to Section 2.5(a) hereof, "TERM
LOAN A") on the Closing Date in the principal amount of the lesser of
(a) the Term Loan A Facility on such date and (b) the Term Loan A
Borrowing Base on such date plus the Revolver Reserve on such date
(without regard to the Term Loan B Facility or the Term Loan B
Borrowing Base). Term Loan A shall be dated the Closing Date, stated
to mature in the installments and amounts payable on the dates set
forth in SCHEDULE 2.3A hereto, and bear interest for the period from
the Closing Date on the unpaid principal amount thereof at the
applicable interest rates per annum specified in Section 3. 1. All
payments of principal thereof shall reduce the Term Loan A Facility on
a dollar-for-dollar basis.
(b) Subject to the terms and conditions hereof, the Lender
agrees to make a term loan to the Borrower in one advance (such
advance, together with any advances made in connection with the
substitution of Term Loan B Aircraft or Term Loan B Aircraft Engines
pursuant to Section 2.5(b) hereof, "TERM LOAN B") on the First
Amendment Effective Date in the principal amount of the lesser of (a)
the Term Loan B Facility on such date and (b) the Term Loan B
Borrowing Base on such date. Term Loan B shall be dated the First
Amendment Effective Date, stated to mature in the installments and
amounts payable on the dates set forth in SCHEDULE 2.3B hereto, and
bear interest for the period from the First Amendment Effective Date
on the unpaid principal amount thereof at the applicable interest
rates per annum specified in Section 3.1. Notwithstanding the
foregoing, no payment of principal of Term Loan B scheduled to be made
during the period commencing with and including month 25 and ending
with and including month 35, in each case as set forth on SCHEDULE
2.3B shall be required if at the time such payment is scheduled to be
made the Forced Liquidation Value of the Term Loan B Aircraft and the
Term Loan B Aircraft Engines equals or exceeds 125% of the outstanding
principal balance of Term Loan B. All payments of principal thereof
shall reduce the Term Loan B Facility on a dollar-for-dollar basis."
A.AMENDMENTS TO SECTION 2.4. Section 2.4 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced by the following:
"2.4 PROCEDURE FOR TERM LOAN BORROWING. The Borrower shall
give the Lender irrevocable notice, which notice must be received by
the Lender prior to 12:00 noon, New York City time, on the requested
Borrowing Date for each Term Loan, other than any advance requested to
be made in connection with the substitution of Approved Aircraft
pursuant to Section 2.5 (each such advance, a "Substitution Advance"),
and at least ten (10) Business Days prior to the requested Borrowing
Date for any Substitution Advance, in each case requesting that the
Lender make such advance on the requested Borrowing Date. The amount
of each such advance (including any Substitution Advance) shall be
made available to the Borrower by wire transfer of immediately
available funds to the Borrower's account at First Union National
Bank, Jacksonville, Florida, Account No. 2090000628791, ABA No.
063000-021."
A.AMENDMENTS TO SECTION 2.5. Section 2.5 of the Existing Credit
Agreement is hereby deleted in its entirety and replaced by the following:
"2.5 DISCRETIONARY TERM LOAN ADVANCE UPON SUBSTITUTION OF
APPROVED AIRCRAFT. (a) At the request of the Borrower and after
substitution of a Term Loan A Aircraft or a Term Loan A Aircraft
Engine (the "SUBSTITUTE TERM LOAN A AIRCRAFT OR ENGINE") for a Term
Loan A Aircraft or a Term Loan A Aircraft Engine which has been sold
or has suffered an Event of Loss within six months after repayment of
Term Loan A to the extent and as required by Section 3.3(d) hereof,
the Lender may make an advance in an amount equal to the lesser of (i)
80% (or such other percentage as the Lender shall determine in its
sole discretion) of the Forced Liquidation Value of the Substitute
Term Loan A Aircraft or Engine, less any applicable Collateral
Reserve, and (ii) the amount, if any, by which (A) $3,000,000.00 MINUS
all repayments of principal made, or required to have been made on or
prior to the date of such advance in accordance with SCHEDULE 2.3A
hereto exceeds (B) the outstanding principal balance of Term Loan A on
such date (prior to the making of such advance). Each such advance,
if any, shall be made in the sole and absolute discretion of the
Lender and shall be deemed to comprise part of Term Loan A for all
purposes hereunder and shall increase the Term Loan A Facility on a
dollar-for-dollar basis. From and after the making of such advance
the outstanding principal balance of Term Loan A shall include the
amount of such advance, interest shall be payable on such amount, and
the amount of each remaining scheduled principal repayment shall be
increased by an amount equal to (x) the amount of such advance TIMES
(y) a fraction the numerator of which is an amount equal to such
scheduled principal repayment and the denominator of which is the
aggregate amount of all remaining scheduled principal repayments.
(b) At the request of the Borrower and after substitution
of a Term Loan B Aircraft or a Term Loan B Aircraft Engine (the
"SUBSTITUTE TERM LOAN B AIRCRAFT OR ENGINE") for a Term Loan B
Aircraft or a Term Loan B Aircraft Engine which has been sold or has
suffered an Event of Loss within six months after repayment of Term
Loan B to the extent and as required by Section 3.3(d) hereof, the
Lender may make an advance in an amount equal to the lesser of (i) 80%
(or such other percentage as the Lender shall determine in its sole
discretion) of the Forced Liquidation Value of the Substitute Term
Loan B Aircraft or Engine, less any applicable Collateral Reserve, and
(ii) the amount, if any, by which (A) $3,750,000.00 minus all
repayments of principal made, or required to have been made on or
prior to the date of such advance in accordance with SCHEDULE 2.3B
hereto exceeds (B) the outstanding principal balance of Term Loan B on
such date (prior to the making of such advance). Each such advance,
if any, shall be made in the sole and absolute discretion of the
Lender and shall be deemed to comprise part of Term Loan B for all
purposes hereunder and shall increase the Term Loan B Facility on a
dollar-for-dollar basis. From and after the making of such advance
the outstanding principal balance of Term Loan B shall include the
amount of such advance, interest shall be payable on such amount, and
the amount of each remaining scheduled principal repayment shall be
increased by an amount equal to (x) the amount of such advance TIMES
(y) a fraction the numerator of which is an amount equal to such
scheduled principal repayment and the denominator of which is the
aggregate amount of all remaining scheduled principal repayments."
A.AMENDMENTS TO SECTION 3.2(B). Section 3.2(b) of the Existing
Credit Agreement is hereby deleted in its entirety and replaced by the
following:
"(b) The Borrower may at any time and from time to time
prepay either or both of the Term Loans, in whole or in part, without
premium or penalty after giving to the Lender notice, which must be
received by the Lender no later than 12:00 noon, New York City time on
the date of such prepayment and which must specify the date and amount
of prepayment and identify the Term Loan as to which such prepayment
relates. If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein with
respect to the Term Loan specified therein and the amount of such
payments shall be applied against scheduled repayments of principal
thereof on a PRO RATA basis and shall reduce the related Term Loan
Facility on a dollar-for-dollar basis."
A.AMENDMENTS TO SECTION 3.3. Paragraphs (b), (c) and (d) of
Section 3.3 of the Existing Credit Agreement are hereby deleted in their
entirety and replaced by the following:
"(b) (i) If on any date on which a Borrowing Base
Certificate is required to be delivered pursuant to Section 6.2(c),
the aggregate outstanding principal amount of the Term Loans exceeds
an amount equal to the sum of the Term Loan Borrowing Bases and the
Revolver Reserve, the Borrower shall immediately prepay the Term Loans
in an aggregate amount equal to the amount of such excess. The amount
of such payment shall reduce the Term Loan Facilities on a dollar-for-
dollar basis and shall be applied (A) first against the repayment of
Term Loan A to the extent that the outstanding principal amount of
Term Loan A exceeds the Term Loan A Borrowing Base, and then against
the repayment of Term Loan B, and (B) in each such case, against
scheduled repayments of principal on a PRO RATA basis.
(ii) Without in any way limiting the provisions of clause
(i) of this Section 3.3(b), if on any day the Forced Liquidation Value
of the Term Loan B Aircraft and the Term Loan B Aircraft Engines is
less than 125% of the outstanding principal balance of Term Loan B on
such day, the Borrower shall immediately prepay Term Loan B in an
amount equal to such deficiency.
(c) Notwithstanding the provisions of paragraphs (a) and (b)
of this Section and subject to Section 3.1(b), the Lender may, in its
sole and absolute discretion and without waiver of any right
hereunder, permit the amount of the Revolver Advances to exceed the
Revolver Borrowing Base for such time and upon such terms and
conditions as it may determine.
(d) The Borrower shall (A) immediately upon each sale of an
Approved Aircraft either substitute, with the consent of the Lender
(in its sole and absolute, discretion), Approved Aircraft having an
aggregate Forced Liquidation Value at least equal to the Forced
Liquidation Value of such sold Approved Aircraft or prepay the related
Term Loan in an amount equal to the lesser of (x) 100% of the Net
Proceed thereof and (y) the sum of the Revolver Reserve and the amount
by which the related Term Loan Borrowing Base is reduced by such sale,
and (B) within two (2) Business Days after the occurrence of any Event
of Loss with respect to an Approved Aircraft prepay the related Term
Loan in an amount equal to the lesser of (x) the greater of 100% of
the Forced Liquidation Value of such Approved Aircraft immediately
prior to such Event of Loss and the insurance proceeds received or to
be received in respect thereof and (y) the sum of the Revolver Reserve
and the amount by which the related Term Loan Borrowing Base is
reduced by such Event of Loss. Amounts so paid shall be applied to
the scheduled repayments of principal on a PRO RATA basis and shall
reduce the applicable Term Loan Facility on a dollar-for-dollar
basis."
A.AMENDMENTS TO SECTION 3.5(E). The THIRD and FOURTH enumerated
paragraphs of Section 3.5(e) of the Existing Credit Agreement are hereby
deleted in their entirety and replaced by the following:
"THIRD, to the payment in full of the outstanding principal
of the Revolver Advances and, upon the occurrence and during the
continuance of an Event of Default, at the option of the Lender, to
the payment in full of the outstanding principal of either or both of
the Term Loans;
FOURTH, to the payment in full of all other Obligations then
due and payable (including, without limitation, any installment of
principal of either or both of the Term Loans then due and payable);
and"
A.AMENDMENTS TO SECTION 3.5(F). Clauses (ii) and (iii) of Section
3.5(f) of the Existing Credit Agreement are hereby amended by deleting the
term "Term Loan Borrowing Base" wherever it occurs therein and replacing it
with the term "Term Loan Borrowing Bases" in each such case.
A.AMENDMENTS TO SECTION 3.5(G). Section 3.5(g) of the Existing
Credit Agreement is hereby deleted in its entirety and replaced by the
following:
"(g) The Borrower agrees that, upon the request by the
Lender, the Borrower will execute and deliver to the Lender (i) a
promissory note of the Borrower evidencing Term Loan A of the Lender,
in form and substance acceptable to the Lender ("TERM NOTE A"), (ii) a
promissory note of the Borrower evidencing Term Loan B of the Lender,
in form and substance acceptable to the Lender ("TERM NOTE B"), and/or
(iii) a promissory note of the Borrower evidencing the Revolver
Advances of the Lender in form and substance acceptable to the Lender
(a "REVOLVER NOTE")."
A.AMENDMENTS TO SECTION 3.9(A). Section 3.9(a) of the Existing
Credit Agreement is hereby amended by deleting in the last line thereof the
words "the Term Loan" and replacing them with the words "Term Loan A".
A.Amendments to Section 5.1(e). Section 5.1(e) to the Existing
Credit Agreement is hereby amended by deleting in the second line thereof
the words "the Term Loan" and replacing them with the words "Term Loan A".
A.AMENDMENTS TO SECTION 6.2(C). Section 6.2(c) is hereby deleted
in its entirety and replaced by the following:
"(c) prior to 2:00 p.m., New York City time on each Business
Day, a Borrowing Base Certificate showing the Revolver Borrowing Base,
the Term Loan A Borrowing Base and the Term Loan B Borrowing Base (but
only, (i) in the case of the Term Loan A Borrowing Base, in connection
with the delivery of the first such certificate hereunder and in each
case that the Term Loan A Borrowing Base changes from the amount
thereof most recently reported and (ii) in the case of the Term Loan B
Borrowing Base, in connection with the delivery of such certificate on
the First Amendment Effective Date and in each case that the Term
Loan B Borrowing Base changes from the amount thereof most recently
reported), in each case as of the immediately preceding Business Day,
certified as complete and correct by a Responsible Officer or any vice
president on behalf of the Borrower, which Borrowing Base Certificate
shall disclose daily updates of the amount of Eligible Accounts and
Eligible Lease Payment Receivables, weekly updates of the amount of
Eligible Inventory and the Forced Liquidation Value of Approved
Aircraft when required;"
A.AMENDMENTS TO SECTION 9.2. Section 9.2 of the Existing Credit
Agreement is hereby amended by deleting the Borrower's address for notices
in its entirety and replacing it with the following:
"International Airline Support Group, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Fax: (000) 000-0000"
A.AMENDMENTS TO SCHEDULE I. Schedule I to the Existing Credit
Agreement is hereby amended in its entirety to read as is set forth on
Schedule I hereto.
A.AMENDMENTS TO SCHEDULE 1.1. Schedule 1.1 to the Existing Credit
Agreement is hereby amended in its entirety to read as is set forth on
Schedule 1.1 hereto.
A.AMENDMENTS TO SCHEDULE 2.3. Schedule 2.3 to the Existing Credit
Agreement is hereby deleted in its entirety and replaced with Schedule
2.3A, which shall read as is set forth on Schedule 2.3A hereto, and
Schedule 2.3B, which shall read as is set forth or Schedule 2.3B hereto.
A.AMENDMENTS TO SCHEDULE 4.19. Schedule 4.19 to the Existing
Credit Agreement is hereby amended in its entirety to read as is set forth
on Schedule 4.19 hereto.
****ARTII.
Waiver
A.WAIVER. The Lender hereby waives any Default or Event of
Default arising as a result of the failure by the Borrower to comply with
or to satisfy the requirements of Section 7.18 of the Existing Credit
Agreement, but only with respect to the Aircraft Acquisition.
****ARTII.
Conditions to Effectiveness
This Amendment, and the modifications to the Credit Agreement
provided for herein, shall become effective on the date (the "FIRST
AMENDMENT EFFECTIVE DATE") on which all of the following conditions have
been (or are concurrently being) satisfied:
A.The following documents shall have been executed and delivered
by each party thereto:
*a)this Amendment;
*a)Amendment No. I to Borrower Security Agreement;
*a)the Term Loan B Aircraft Chattel Mortgages;
*a)the Xxxxx Aircraft Lease Supplements;
*a)the Xxxxx Consent and Agreement;
*a)the Term B Note;
*a)the Pledge Agreement; and
*a)all Uniform Commercial Code financing statements on Form UCC-1
and UCC-3 required by the Lender.
A.The Lender shall have received executed legal opinions of King
& Spalding, special counsel to the Borrower, in form and substance
satisfactory to the Lender and taking into account this Amendment and the
matters contemplated hereby (including, without limitation, opinions with
respect to the validity of the First Amendment Documents and the
effectiveness of UCC filings in each state where Collateral described
therein is located). Such legal opinion shall cover such matters incident
to the transactions contemplated by this Amendment and the other First
Amendment Documents as the Lender may reasonably require.
A.The Lender shall have received the executed legal opinion of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, special FAA counsel to the Borrower, in form
and substance satisfactory to the Lender taking into account this Amendment
and the matters contemplated hereby (including, without limitation,
opinions as to the effectiveness of the filing of the Term Loan B Aircraft
Chattel Mortgages and the Xxxxx Aircraft Lease Supplements with the FAA).
Such legal opinion shall cover such matters incident to the transactions
contemplated by this Amendment and the other First Amendment Documents as
the Lender may reasonably require.
A.The Lender shall have received a copy, in form and substance
reasonably satisfactory to the Lender, of the corporate resolutions of the
Borrower, authorizing the Aircraft Acquisition and the execution, delivery
and performance of this Amendment and the other First Amendment Documents
to which the Borrower is a party, certified by the Secretary or an
Assistant Secretary of the Borrower as of the First Amendment Effective
Date, which certificates shall state that the resolutions or authorizations
thereby certified have not been amended, modified, revoked or rescinded as
of the date of such certificate.
A.The Lender shall have received a certificate of the Secretary
or an Assistant Secretary of the Borrower, dated the First Amendment
Effective Date, as to the incumbency and signature of the officer(s) of the
Borrower executing each First Amendment Document to which it is a party and
any certificate or other document to be delivered by it pursuant hereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary.
A.The Lender shall have received certificates from the Borrower,
stating that its Governing Documents have not been amended since September
30, 1996.
A.The Lender shall have received copies of certificates dated as
of a recent date from the Secretary of State or other appropriate authority
of such jurisdiction, evidencing the good standing of the Borrower in the
State of its organization and in each State where the ownership, lease or
operation of property or the conduct of business requires it to qualify as
foreign corporation or other entity except where the failure to so qualify
would not have a Material Adverse Effect.
A.The Lender shall have received all chattel paper original
copies of the Xxxxx Leases and all documents required to be delivered under
Article Three of each of the Term Loan B Aircraft Chattel Mortgages.
A.Each of the representations and warranties made by the Borrower
in or pursuant to the Credit Documents shall be true and correct in all
material respects on and as of the First Amendment Effective Date as if
made on and as of such date (except to the extent the same relate to
another, earlier date, in which case they shall be true and correct in all
material respects as of such earlier date).
A.Except as provided for in Article IV, no Default or Event of
Default shall have occurred and be continuing.
A.All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by the First Amendment Documents, the Existing Credit
Agreement, the Credit Agreement and the other Credit Documents shall be
reasonably satisfactory in form and substance to the Lender, and the Lender
shall have received such other documents in respect of any aspect or
consequence of the transactions contemplated hereby or thereby as it shall
reasonably request.
A.The Lender shall have received a Borrowing Base Certificate
showing the Revolver Borrowing Base, the Term Loan A Borrowing Base and the
Term Loan B Borrowing Base, in each case as of the Business Day immediately
preceding the First Amendment Effective Date, with appropriate insertions
and dated the First Amendment Effective Date, satisfactory in form and
substance to the Lender, executed by a Responsible Officer or any Vice
President of the Borrower.
A.The Lender shall have received evidence in form and substance
satisfactory to it that all of the requirements of Section 6.6 of the
Existing Credit Agreement and Section 5(o) of the Borrower Security
Agreement shall have been satisfied with respect to the Term Loan B
Aircraft.
A.The Lender shall have received evidence in form and substance
satisfactory to it that all filings, recordings, registrations and other
actions, including, without limitation, the filing of duly executed
Aircraft Chattel Mortgages with the FAA and financing statements on forms
UCC-1, necessary or, in the opinion of the Lender, desirable to perfect the
Liens created by the Security Documents with respect to the Term Loan B
Aircraft shall have been completed.
A.The Lender shall have received each additional document,
instrument, legal opinion or item of information reasonably requested by
the Lender, including, without limitation, a copy of any debt instrument,
security agreement or other material contract to which the Borrower is be a
party.
****ARTII.
Miscellaneous
A.CLOSING FEE; PAYMENT OF EXPENSES. On the First Amendment
Effective Date, the Borrower shall pay to the Lender in immediately
available funds a fee equal to $50,000.00 (which shall be in addition to
all fees paid to the Lender prior to the execution and delivery of this
Amendment). The Lender is hereby authorized to withhold the amount of such
fee from the proceeds of Term Loan B.
*1.Without limiting its obligations under Section 9.5 of the
Existing Agreement, the Borrower agrees to pay or reimburse the Lender for
all of its reasonable costs and expenses incurred in connection with this
Amendment and the other First Amendment Documents, including, without
limitation, the reasonable costs and expenses of Cadwalader, Xxxxxxxxxx &
Xxxx, counsel to the Lender and expressly acknowledge that their
obligations hereunder constitute "Obligations" within the meaning of the
Existing Credit Agreement.
X.XX OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended, modified and supplemented hereby and by the documents related
hereto, the provisions of the Existing Credit Agreement and the other
Credit Documents shall remain in full force and effect.
A.ACKNOWLEDGMENT. The Borrower hereby acknowledges that the
Xxxxx Consent and Agreement constitutes a Consent and Agreement under the
Agreement and each of the Term Loan B Aircraft Chattel Mortgages
constitutes an Aircraft Chattel Mortgage under the Agreement.
A.AFFIRMATION BY BORROWER. The Borrower hereby consents to the
execution and delivery of this Amendment and each of the other First
Amendment Documents to which Borrower is a party and reaffirms its
obligations under the Credit Documents.
A.GOVERNING LAW; COUNTERPARTS. This Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.
*1.This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
A set of the counterparts of this Amendment signed by all the parties shall
be lodged with the Borrower and the Lender. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
[SIGNATURE PAGE FOLLOWS ]
-1-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
INTERNATIONAL AIRLINE SUPPORT
GROUP, INC.
By:
Name:
Title:
BNY FINANCIAL CORPORATION
By:
Name:
Title:
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
INTERNATIONAL AIRLINE SUPPORT
GROUP, INC.
By:
Name:
Title:
BNY FINANCIAL CORPORATION
By:
Name:
Title:
-3-
SCHEDULE I
APPROVED AIRCRAFT, APPROVED AIRCRAFT LEASES,
PERMITTED JURISDICTIONS AND PERMITTED LESSEES
TERM LOAN A AIRCRAFT:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. Boeing B-727-100F N723JE 18896{1}
2. XxXxxxxxx Xxxxxxx XX0-00 X000X 00000
3. XxXxxxxxx Xxxxxxx DC9-15F N9357 47156
TERM LOAN A ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Xxxxxxx JT8D-7 657462
2. Xxxxx & Whitney JT8D-7 654823
3. Xxxxx & Xxxxxxx JT8D-7 649055
4. Xxxxx & Whitney JT8D-7 653893
5. Xxxxx & Xxxxxxx JT8D-7 656961
6. Xxxxx & Whitney JT8D-7 653327
7. Xxxxx & Xxxxxxx JT8D-7 655163{2}
8. Xxxxx & Whitney JT8D-7 654475{3}
9. Xxxxx & Xxxxxxx JT8D-7 653700{4}
10. Xxxxx & Whitney JT8D-9 666227{5}
11. Xxxxx & Xxxxxxx JT8D-9 687850{6}
12. Xxxxx & Whitney JT8D-9 687868{7}
13. Xxxxx & Xxxxxxx JT8D-9 687869{8}
TERM LOAN B AIRCRAFT
______________________
{1} Pending Sale
{2} Pending Sale
{3} Pending Sale
{4} Pending Sale
{5} Pending Purchase
{6} Pending Purchase
{7} Pending Purchase
{8} Pending Purchase
-4-
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. Boeing B-727-044F N94GS 18892
2. Boeing B-727-031 F N210NE 18903
3. Boeing B-727-031 F N220NE 18905
TERM LOAN B ENGINES
DESCRIPTION MANUFACTURER SERIAL NO.
1. Xxxxx & Whitney JT8D-7 654550
2. Xxxxx & Xxxxxxx JT8D-7 655463
3. Xxxxx & Whitney JT8D-7 649033
4. Xxxxx & Xxxxxxx JT8D-7 654150
5. Xxxxx & Whitney JT8D-7 654055
6. Xxxxx & Xxxxxxx JT8D-7 655321
7. Xxxxx & Whitney JT8D-7 648897
8. Xxxxx & Xxxxxxx JT8D-7 649406
9. Xxxxx & Whitney JT8D-7 649368
APPROVED AIRCRAFT LEASES:
1. Property subject to lease: (1) Boeing B-727-100F freighter
aircraft,{9} (3) Xxxxx & Xxxxxxx JT8D engines and other related
equipment.
Lessee: Custom Air Holdings, Inc.
Term: Month to Month
Amount: $40,000 per month plus engine reserves of $60 per engine per
flight hour or cycle, whichever is greater per engine (total of
$180 for all three engines), and airframe reserves of $70 per
flight hour.
2. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: February 17, 1994 through February 17, 1999, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
______________________
{9} Pending Sale
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: September 22, 1993 through September 22, 1998, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
4. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: September 23, 1993 through September 23, 1998, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
-5-
SCHEDULE I (CONTINUED)
PERMITTED JURISDICTIONS:
WITH RESPECT TO APPROVED AIRCRAFT:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii
and
the U.S. Virgin Islands
United States of Mexico
WITH RESPECT TO ELIGIBLE ACCOUNTS:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii
and
the U.S. Virgin Islands
WITH RESPECT TO ELIGIBLE LEASE PAYMENT RECEIVABLES:
Canada
United States of America (including the continental U.S. and
Alaska, Hawaii
and the
U.S. Virgin Islands
United States of Mexico
PERMITTED LESSEES:
1. Property subject to lease: (1) Boeing B-727-100F freighter aircraft
and (3) Xxxxx & Whitney JT8D engines and other related equipment
Lessee: Custom Air Holdings, Inc.
Term: Month to Month
Amount: $40,000 per month plus engine reserves of $60 per engine per
flight hour or cycle, whichever is greater per engine (total of
$180 for all three engines), and airframe reserves of $70 per
flight hour.
-6-
SCHEDULE I (CONTINUED)
2. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: February 17, 1994 through February 17, 1999, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Xxxx International Airlines
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: September 22, 1993 through September 22, 1998, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Xxxx International Airlines
4. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Tenn: September 23, 1993 through September 23, 1998, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Xxxx International Airlines
5. Add Express One
(See Schedule 1.1. Item 5)
-7-
SCHEDULE 1.1
AIRCRAFT, AIRCRAFT ENGINES AND AIRCRAFT LEASES
AIRCRAFT AND AIRCRAFT ENGINES:
DESCRIPTION REGISTRATION NO. MANUFACTURER SERIAL NO.
1. Aircraft:
Boeing B-727-100F{10} N723JE 18896
AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D engine{11} 655163
Xxxxx & Whitney JT8D engine{12} 654475
Xxxxx & Xxxxxxx JT8D engine{13} 653700
2. AIRCRAFT:
XxXxxxxxx Xxxxxxx DC9-14 N949L 45844
AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D engine 656961
Xxxxx & Whitney JT8D engine 653327
3. AIRCRAFT:
XxXxxxxxx Xxxxxxx DC9-15F N9357 47156
AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D engine 653893
Xxxxx & Xxxxxxx JT8D engine 649055
4. AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D engine 654823
Xxxxx & Xxxxxxx JT8D engine 657243
5. AIRCRAFT:
Boeing 727-044F N94GS 18892
AIRCRAFT ENGINE:
Xxxxx & Whitney JT8D-7 engine 654550
Xxxxx & Xxxxxxx JT8D-7 engine 655463
Xxxxx & Whitney JT8D-7 engine 649033
_________________________
{10} Pending Sale
{11} Pending Sale
{12} Pending Sale
{13} Pending Sale
-8-
6. AIRCRAFT:
Boeing 727-031F N210NE 18903
AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D-7 engine 654150
Xxxxx & Whitney JT8D-7 engine 654055
Xxxxx & Xxxxxxx JT8D-7 engine 655321
7. AIRCRAFT:
Boeing 727-031F N220NE 18905
AIRCRAFT ENGINES:
Xxxxx & Whitney JT8D-7 engine 648897
Xxxxx & Xxxxxxx JT8D-7 engine 649406
Xxxxx & Whitney JT8D-7 engine 649368
8. AIRCRAFT ENGINES:
Xxxxx & Xxxxxxx JT8D-9 engine {14} 666227
Xxxxx & Whitney JT8D-9 engine {15} 689850
Xxxxx & Xxxxxxx JT8D-9 engine {16} 687868
Xxxxx & Whitney JT8D-9 engine {17 } 687869
_______________________
{14} Pending Purchase
{15} Pending Purchase
{16} Pending Purchase
{17} Pending Purchase
-9-
SCHEDULE 1.1 (CONTINUED)
AIRCRAFT LEASES:
1. Property subject to lease: (1) Boeing B-727-100F freighter aircraft,
Serial No. 18996 and (3) Xxxxx & Xxxxxxx JT8D engines, Serial Nos.
655163, 654475 and 653700, and other related equipment
Lessee: Custom Air Holdings, Inc.
Term: Month to Month
Amount: $40,000 per month plus engine reserves of $60 per engine per
flight hour or cycle, whichever is greater per engine (total of
$180 for all three engines), and airframe reserves of $70 per
flight hour.
2. Property subject to lease: (1) Boeing 727-044F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: February 17, 1994 through February 17, 1999, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Xxxx International Airlines
3. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx &
Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: September 22, 1993 through September 22, 1998, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 flight hour.
Sublessee: Xxxx International Airlines
-10-
4. Property subject to lease: (1) Boeing 727-031F Aircraft, (3) Xxxxx
& Whitney JT8D-7 engines and other related equipment.
Lessee: Xxxxx Worldwide Airlines, Inc.
Term: September 23, 1993 through September 23, 1998, plus one day for
each day that the Aircraft is undergoing the First "C" Check and
work required to comply with the "Aging Aircraft" service
bulletins in accordance with Section 6(d) of the Lease.
Amount: $45,000 per month plus "D" check reserves of $75 per flight hour.
Sublessee: Xxxx International Airlines
5. Property subject to lease: (3) Xxxxx & Xxxxxxx JT8D-7 engines and
other related equipment.
Lessee: Express One International, Inc.
Term: _________ through ____________ in accordance with Section 2.2 of
the Lease.
Amount: $8,000 per engine per month plus $65 per operating cycle or hour
per engine (whichever is greater).
-11-
SCHEDULE 2.3A
TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE: AMOUNT DUE:
October 31, 1996 $33,333.00
November 30, 1996 $33,333.00
December 31, 1996 $33,333.00
January 31, 1997 $33,333.00
February 28, 1997 $33,333.00
March 31, 1997 $33,333.00
April 30, 1997 $33,333.00
May 31, 1997 $33,333.00
June 30, 1997 $33,333.00
July 31, 1997 $33,333.00
August 31, 1997 $33,333.00
September 30, 1997 $33,333.00
October 31, 1997 $41,666.00
November 30, 1997 $41,666.00
December 31, 1997 $41,666.00
January 31, 1998 $41,666.00
February 28, 1998 $41,666.00
March 31, 1998 $41,666.00
April 30, 1998 $41,666.00
May 31, 1998 $41,666.00
June 30, 1998 $41,666.00
July 31, 1998 $41,666.00
August 31, 1998 $41,666.00
September 30, 1998 $41,666.00
October 31, 1998 $50,000.00
November 30, 1998 $50,000.00
December 31, 1998 $50,000.00
January 31, 1999 $50,000.00
February 28, 1999 $50,000.00
March 31, 1999 $50,000.00
April 30, 1999 $50,000.00
May 31, 1999 $50,000.00
June 30, 1999 $50,000.00
July 31, 1999 $50,000.00
August 31, 1999 $50,000.00
-12-
SCHEDULE 2.3A (CONTINUED)
TERM LOAN A PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE: AMOUNT DUE:
September 30, 1999 $50,000.00
October 31, 1999 $58,333.00
November 30, 1999 $58,333.00
December 31, 1999 $58,333.00
January 31, 2000 $58,333.00
February 29, 2000 $58,333.00
March 31, 2000 $58,333.00
April 30, 2000 $58,333.00
May 31, 2000 $58,333.00
June 30, 2000 $58,333.00
July 31, 2000 $58,333.00
August 31, 2000 $58,333.00
September 30, 2000 $58,333.00
October 31, 2000 $66,666.00
November 30, 2000 $66,666.00
December 31, 2000 $66,666.00
January 31, 2001 $66,666.00
February 28, 2001 $66,666.00
March 31, 2001 $66,666.00
April 30, 2001 $66,666.00
May 31, 2001 $66,666.00
June 30, 2001 $66,666.00
July 31, 2001 $66,666.00
August 31, 2001 $66,666.00
September 30, 2001 $66,666.00
-13-
SCHEDULE 2-3B
TERM LOAN B PRINCIPAL REPAYMENT SCHEDULE
PRINCIPAL PRINCIPAL
PAYMENT DATE AMOUNT DUE
March 31, 1997
April 30, 1997 $85,000.00
May 31, 1997 $85,000.00
June 30, 1997 $85,000.00
July 31, 1997 $85,000.00
August 31, 1997 $85,000.00
September 30, 1997 $85,000.00
October 31, 1997 $85,000.00
November 30, 1997 $85,000.00
December 31, 1997 $85,000.00
January 31, 1998 $85,000.00
February 28, 1998 $85,000.00
March 31, 1998 $85,000.00
April 30, 1998 $95,000.00
May 31, 1998 $95,000.00
June 30, 1998 $95,000.00
July 31, 1998 $95,000.00
August 31, 1998 $95,000.00
September 30, 1998 $95,000.00
October 31, 1998 $95,000.00
November 30, 1998 $95,000.00
December 31, 1998 $95,000.00
January 31, 1999 $95,000.00
February 28, 1999 $95,000.00
March 31, 1999 $95,000.00
April 30, 1999 $0.00
May 1, 1999 $0.00
June 30, 1999 $0.00
July 31, 1999 $0.00
August 31, 1999 $0.00
September 30, 1999 $0.00
October 31, 1999 $0.00
November 30, 1999 $0.00
December 31, 1999 $0.00
January 31, 2000 $0.00
February 29, 2000 $0.00
-14-
PRINCIPAL PRINCIPAL
PAYMENT DATE AMOUNT DUE
March 31, 2000 $1,590,000.00
-1-
SCHEDULE 4.19
International Airline Support Group, Inc.
Schedule of Insurance Policies
1996-1997
COVERAGE LIMITS TERM EXPIRES BROKER INSURER POLICY NO
Aviation $10,000,000 1 07/01/97 Nation 100% National AP 3383087-
Premises/Products any one yr Air Union Fire 01
Liability accident Insurance Co.
combined
single limit
Aviation Parts $10,000,000 1 07/01/97 Nation 100% National AV 3383086-
Coverage any one yr Air Union Fire 01
occurrence Insurance Co.
Deductible $2,500
each and
every loss
Commercial Property 1 06/10/97 Xxxxxxxx 100% Xxxx & 505046326
- Florida yr. Xxxxxx Xxxxxxx
8095 NW 64th $650,000
St. $500,000
Real Property $100,000
Endorsement - $75,000
Building $75,000
Personal Property $125,000
Valuable Papers & 06/01/97 505046326
Records $10,000 Xxxxxxxx
EDP - Hardware Xxxxxx
EDP - Software 100% Xxxxx &
Extra Expense Xxxxxxx
Commercial Property
- Atlanta
Personal Property
Flood 1 09/16/97 100% Bankers 9000724613402
8095 NW 64th yr. Insurance Group
St. $250,000
Building $0
Contents
Worker's $100,000 1 08/19/97 100% 00914-000
Compensation & BI by yr. Riscorp/Commerce
Employers Liability Accident/Each Mutual
- Florida accident
$500,000
BI by
Disease/Policy
Limit
$100,000
BI by
Disease/Each
Employee
Commercial Auto - $1,000,000 1 06/01/97 Xxxxxxxx 100% Xxxx & BINDER46064
Florida Combined yr. Xxxxxx Xxxxxxx
single
Policy includes: limit/
FLORIDA each
80 Xxxx Flat Bed accident
#0140 (Liability $2,500
only) PIP - Texas
97 Chev Van #7168 $1,000,000
96 Chev 3/4 Ton P/U Uninsured
#0000 Xxxxxxxx-
Xx,Xx
$1,000,000
Hired &
nonowned
ACV
Comprehensive
& Collision
DEDUCTIBLE
$250 -
Comprehensive
$1,000 -
Collision
Crime Policy - $20,000 3 06/16/97 Fidelity & 3062974
Pension Plan Bond yrs. Deposit
Employee Dishonesty
- 401(k) Plan
Disability $5,640.00 Northwestern D921753
Insurance Policy Monthly Mutual Life
Benefit
-2-
