Contract
Exhibit
10.1
EXECUTION VERSION
FOURTH
AMENDMENT, dated as of March 19, 2008 (this “Amendment”) to the
Credit Agreement (2006-B), dated as of December 15, 2006 (as heretofore amended,
the “Agreement”), by and
among AIRCASTLE LIMITED, an exempted company organized and existing under the
laws of Bermuda (“Parent”), AIRCASTLE HOLDING CORPORATION LIMITED, an exempted
company organized and existing under the laws of Bermuda (“AHCL”), AIRCASTLE
IRELAND HOLDING LIMITED a limited liability company incorporated in Ireland
(“AIHL”, and together with AHCL, the “Borrowers”), JPMORGAN CHASE BANK, N.A., as
administrative agent (the “Administrative
Agent”) and certain lenders from time to time parties
thereto. Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings set forth in the Agreement and the rules of
interpretation set forth therein shall apply to this Amendment.
W I T N E S S E T
H:
WHEREAS,
Parent, the Borrowers, the Lenders and the Administrative Agent are parties to
the Agreement;
WHEREAS,
the Borrowers have requested that the Lenders amend the Agreement, as more fully
described herein; and
WHEREAS,
the Lenders are willing to agree to such amendment, but only upon the terms and
subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Amendment to Section 1.1 of the
Agreement.
(a) Section
1.1 of the Agreement is hereby amended by amending and restating the following
defined terms:
(i) “Applicable Margin” means:
(a) with respect to the Eurodollar Rate, 2.00%;
and
(b) with respect to the Base Rate,
1.00%;
(ii) “Stated Termination Date” means December 11,
2008; and
(iii) “Total Revolving Credit Commitment” means a
principal amount equal to (a) on any date occurring before June 30, 2008,
$150,000,000, (b) on any date occurring on or after June 30, 2008 to and
including August 30, 2008, $100,000,000, (c) on any date occurring on or after
August 31, 2008, to and including September 29, 2008, $80,000,000, (d) on any
date occurring on or after September 30, 2008, to and including October 30,
2008, $60,000,000 and (e) on any date occurring on or after October 31, 2008,
$40,000,000, in each case as may be reduced from time to time in accordance with
Section
2.7.
(b) The
following term is added to Section 1.1 of the Agreement:
(i) “Fourth
Amendment” means the Fourth Amendment dated as of March 19, 2008 to the
Agreement, among Parent, the Borrowers, the Lenders and the Administrative
Agent.
(c) Exhibit A to the Agreement is amended and
restated in its entirety as set forth in Exhibit A hereto.
2.
Outstanding
Loans. Upon the effectiveness of this Amendment, (a) the
Borrowers shall be deemed to have repaid, immediately prior to the effectiveness
of this Amendment, to the Lenders an amount equal to $45,000,000, which amount
represents the total amount of outstanding Loans existing as of such time,
(b) JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., as
Lenders, shall be deemed to have made, as of the effectiveness of this
Amendment, Loans to the Borrowers in the amount of $45,000,000, each in the
amount of its pro rata share, determined according to such Lender’s Applicable
Commitment Percentage of such Loans and (c) each of JPMorgan Chase
Bank, N.A. and Citicorp North America, Inc., as Lenders, shall pay to Bear
Xxxxxxx Corporate Lending Inc. its Applicable Commitment Percentage of the
$15,000,000 in principal amount owing to Bear Xxxxxxx Corporate Lending Inc. as
of the date hereof under the Agreement.
3. Bear
Xxxxxxx. Bear Xxxxxxx Corporate Lending Inc. shall be a party
to the Agreement solely to confirm that, as of the effectiveness of this
Amendment: (a) it has no further obligation to make Loans under the Agreement,
(b) it has no further right to receive repayment of principal of any Loans made
under the Agreement (other than the amount to be paid to it by JPMorgan Chase
Bank, N.A. and Citicorp North America, Inc. pursuant to Section 2 (c) above) ,
(c) the Applicable Commitment Percentage applicable to it is zero and (d) it is
no longer a Lender under the Agreement.
4. Fees. Upon
the effectiveness of this Amendment, the Borrowers shall pay to each Lender a
one time fee equal to 0.25% of such Lender’s Revolving Credit Commitment as of
such date.
5. Effectiveness. This
Amendment shall become effective upon the execution of this Amendment by the
duly authorized representatives of the Parent, the Borrower and the
Lenders.
6. Fees and
Expenses. The Borrower shall pay all accrued and unpaid fees,
costs and expenses in connection with this Amendment and the transactions
contemplated thereby to the extent then due and payable, together with the
reasonable legal fees and expenses of the Administrative Agent.
7.
Continuing Effect of Loan
Documents. This Amendment shall not constitute an
amendment or waiver of any provision of the Agreement not expressly referred to
herein and shall not be construed as an amendment, waiver or consent to any
further or future action on the part of the Credit Parties that would require an
amendment, waiver or consent of the Lenders or Administrative
Agent. Except as expressly amended hereby, the provisions of the
Agreement are and shall remain in full force and effect.
8. Counterparts. This
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts (including by facsimile), and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument
9.
Severability. Any
provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
10. Integration. This
Amendment and the other Loan Documents represent the agreement of the Credit
Parties, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent or any Lender relative to the subject
matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.
11.
GOVERNING
LAW. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
AIRCASTLE
LIMITED, as Parent
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By:
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/s/ Xxx Xxxxxxxx | |
Name: Xxx
Xxxxxxxx
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Title:
Chief Executive Officer
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AIRCASTLE
HOLDING CORPORATION LIMITED, as Borrower
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By:
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/s/ Xxx Xxxxxxxx | |
Name: Xxx
Xxxxxxxx
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Title:
Chairman and Chief Executive
Officer
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AIRCASTLE
IRELAND HOLDING LIMITED, as Borrower
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By:
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/s/ Xxx Xxxxxxxx | |
Name: Xxx
Xxxxxxxx
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Title:
Director
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JPMORGAN
CHASE BANK, N.A., as Agent and as a Lender
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X.
Xxxxxx
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Title:
Managing Director
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BEAR
XXXXXXX CORPORATE LENDING INC., as a Lender
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By:
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/s/ Xxxxx X. Xxxxxx | |
Name: Xxxxx X.
Xxxxxx
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Title:
Vice President
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CITICORP
NORTH AMERICA, INC.,
as
a Lender
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By:
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/s/ Xxxxxx Xxxxxxxx | |
Name: Xxxxxx
Xxxxxxxx
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Title:
VP
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EXHIBIT
A
Applicable Commitment
Percentages
Revolving
Credit
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Applicable
Commitment
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|
Lenders
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Commitment
|
Percentage
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on
any date occurring before June 30, 2008:
JPMorgan
Chase Bank, N.A.
|
$75,000,000
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50.00%
|
Citicorp
North America, Inc.
|
$75,000,000
|
50.00%
|
on
any date occurring on or after June 30, 2008 to and including August 30,
2008:
JPMorgan
Chase Bank, N.A.
|
$50,000,000
|
50.00%
|
Citicorp
North America, Inc.
|
$50,000,000
|
50.00%
|
on
any date occurring on or after August 31, 2008, to and including September 29,
2008:
JPMorgan
Chase Bank, N.A.
|
$40,000,000
|
50.00%
|
Citicorp
North America, Inc.
|
$40,000,000
|
50.00%
|
on
any date occurring on or after September 30, 2008, to and including October 30,
2008:
JPMorgan
Chase Bank, N.A.
|
$30,000,000
|
50.00%
|
Citicorp
North America, Inc.
|
$30,000,000
|
50.00%
|
on
any date occurring on or after October 31, 2008:
JPMorgan
Chase Bank, N.A.
|
$20,000,000
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50.00%
|
Citicorp
North America, Inc.
|
$20,000,000
|
50.00%
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