FIRST AMENDMENT TO CREDIT
AGREEMENT
THIS FIRST
AMENDMENT TO CREDIT AGREEMENT (the “ Amendment
”), dated as of August 5, 2009, by and among
BREEZE-EASTERN CORPORATION, a Delaware corporation (the “
Company ”), each of the other Loan Parties
under the Credit Agreement (as hereinafter defined), the LENDERS
(as defined under the Credit Agreement) parties hereto, and PNC
BANK, NATIONAL ASSOCIATION, in its capacity as agent for the
Lenders (the “ Agent ”).
WHEREAS, the
parties hereto are parties to that certain Credit Agreement, dated
as of August 28, 2008 (the “ Credit Agreement
”);
WHEREAS, the
parties hereto desire to amend the Credit Agreement and related
Security Agreement as provided herein.
NOW, THEREFORE,
the parties hereto, in consideration of their mutual covenants and
agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1.
DEFINED TERMS . Capitalized terms used herein unless
otherwise defined herein have the meanings ascribed to them in the
Credit Agreement as amended by this Amendment.
(a) The
proviso at the end of the definition of “ Fixed
Charges ” in Section 1.1 [Certain Definitions]
of the Credit Agreement is hereby amended and restated to read in
its entirety as follows:
“
provided , however , that for all periods of
measurement from and after the Closing Date, “Fixed
Charges” shall exclude one-time capital expenditures of up to
$5,500,000.00 in the aggregate related to moving Borrower’s
headquarters which are described in the attached
Schedule 1.1(C) and are, upon request by the
Administrative Agent, supported by invoices.”
(b)
Schedule 1.1(C) attached to this Amendment shall
become, as of the date hereof, Schedule 1.1(C) of the
Credit Agreement.
(c) The
following Schedules to the Credit Agreement shall hereby be
replaced by the corresponding Schedules attached hereto: (i)
Schedule 6.1.1 [Qualifications to Do Business], (ii)
Schedule 6.1.2 [Subsidiaries and Equity Interests];
(iii) Schedule 6.1.14 [Environmental Disclosures]; and (iv)
Schedule 8.2.7 [Permitted Dispositions].
(d) The
following portions of Schedules to the Security Agreement shall be
replaced by the corresponding portions of Schedules attached
hereto: (i) Schedule A , Paragraph 7 – see
attached updated list of bailee locations; and (ii)
Schedule A , Paragraph 9 – see attached
updated list of domain names.
3.
CONDITIONS TO THE EFFECTIVENESS OF THIS AMENDMENT
.
This Amendment
shall be effective when (a) it has been signed and delivered
by the Loan Parties, the Required Lenders and the Agent,
(b) the representations and warranties of the Loan Parties in
Section 4 hereof shall be true and correct in all respects
which are material (whether material to the representation or
warranty itself, taken as a whol
