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EXHIBIT 10.2
WAIVER AND AMENDMENT NO. 4 dated as of May 10, 2001,
to the Credit Agreement dated as of August 12, 1999, as
amended (the "Credit Agreement"), among WFS HOLDINGS, INC., a
Delaware corporation ("Holdings"), WORLDWIDE FLIGHT SERVICES,
INC., a Delaware corporation (the "Borrower"), the lenders
party thereto (the "Lenders"), THE CHASE MANHATTAN BANK, a New
York banking corporation, as Administrative Agent, and DLJ
CAPITAL FUNDING, INC., as Syndication Agent.
The Borrower has requested that the Lenders grant a limited waiver of
compliance with, and amend certain provisions of, the Credit Agreement in the
manner provided for in this Waiver and Amendment, and the undersigned Lenders
are willing to agree to such waiver and amendment, each as provided for in this
Waiver and Amendment.
Accordingly, on the terms and subject to the conditions set forth
herein, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings given to them in the Credit Agreement.
SECTION 2. Waiver of Section 6.13 of the Credit Agreement (Leverage
Ratio). The Lenders hereby expressly waive any Default arising from the failure
to comply with, including any Default attributable to representations and
warranties made or affirmed by the Borrower upon any Credit Event regarding
compliance with, the requirement of Section 6.13 of the Credit Agreement that
the Leverage Ratio for the fiscal quarter ended March 31, 2001 not exceed 5.25
to 1.0.
SECTION 3. Amendment to Section 6.13 of the Credit Agreement (Leverage
Ratio). Section 6.13 of the Credit Agreement is hereby amended by replacing the
table therein in its entirety with the following:
Period Ratio
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September 30, 1999 through March 30, 2001 5.25 to 1.0
March 31, 2001 through June 28, 2001 6.0 to 1.0
June 29, 2001 through September 29, 2001 5.25 to 1.0
September 30, 2001 through September 29, 2002 5.0 to 1.0
September 30, 2002 through September 29, 2003 4.75 to 1.0
September 30, 2003 and thereafter 4.5 to 1.0
SECTION 4. Representations and Warranties. Each of Holdings and the
Borrower represents and warrants to each of the Lenders that:
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(a) This Waiver and Amendment has been duly authorized, executed and
delivered by each of Holdings and the Borrower.
(b) After giving effect to this Waiver and Amendment, the
representations and warranties of each of Holdings and the Borrower set
forth in the Loan Documents are true and correct in all material respects
on and as of the date hereof, in each case with the same effect as though
made on and as of the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(c) On the date hereof and immediately after giving effect to this
Waiver and Amendment, no Default has occurred and is continuing.
SECTION 5. Conditions to Effectiveness. This Waiver and Amendment shall
become effective on the date (the "Amendment Effective Date") when (a) the
Administrative Agent shall have received counterparts of this Waiver and
Amendment that, when taken together, bear the signatures of Holdings, the
Borrower and the Required Lenders, (b) the Borrower shall have paid, to the
extent invoiced, all out-of-pocket expenses (including fees and charges of
counsel for the Administrative Agent) of the Administrative Agent required to be
paid or reimbursed by the Borrower under the Credit Agreement and (c) the
Administrative Agent shall have received payment of all fees payable by the
Borrower in connection with this Waiver and Amendment, including the fees
described in Section 9 below.
SECTION 6. Credit Agreement. Except as specifically amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof. After the date hereof,
any reference to the Credit Agreement shall mean the Credit Agreement as amended
hereby. This Waiver and Amendment shall be a Loan Document for all purposes.
SECTION 7. APPLICABLE LAW. THIS WAIVER AND AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Waiver and Amendment may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one agreement. Delivery of an
executed counterpart of a signature page of this Waiver and Amendment by
facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Waiver and Amendment.
SECTION 9. Amendment Fees. The Borrower agrees to pay to the
Administrative Agent, for the account of each Lender that delivers an executed
counterpart to this Waiver and Amendment prior to 5:00 p.m., New York City time,
on May 10, 2001 (or, if later, on the Amendment Effective Date), an amendment
fee equal to 0.125% of the sum of (a) the aggregate unpaid principal amount of
Term Loans held by such Lender as of 5:00 p.m., New York City time, on May 10,
2001, and (b) such Lender's Revolving Commitment in effect as of 5:00 p.m., New
York City time, on May 10, 2001; provided that the foregoing fee shall not be
payable unless this Waiver and Amendment becomes effective as provided in
Section 5 above.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
WFS HOLDINGS, INC.,
By: /s/ X.X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
Title: Vice President
WORLDWIDE FLIGHT SERVICES, INC.,
By: /s/ X. X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
individually and as Administrative Agent,
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
THE BANK OF NOVA SCOTIA,
By: /s/ F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
Title: Senior Manager
Loan Operations
THE CIT GROUP/EQUIPMENT
FINANCING, INC.,
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Senior Credit Analyst
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CITIZENS BANK OF MASSACHUSETTS
By: /s/ C. Xxxxxx Xxxxxxxx
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Name: C. Xxxxxx Xxxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Managing Director
UNION BANK OF CALIFORNIA,
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
By: /s/ Xxxxxx X. York
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Name: Xxxxxx X. York
Title: Senior Vice President
