Exhibit 10.1
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment"),
is made and entered into as of April 13,
2005, by and among HEICO CORPORATION, a
Florida corporation (the "Borrower"), the
several banks and other financial
institutions from time to time party hereto
(collectively, the "Lenders") and
SUNTRUST BANK, in its capacity as
Administrative Agent for the Lenders (the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Administrative Agent
are
parties to a certain Revolving Credit
Agreement, dated as of May 15, 2003 (as
amended, restated, supplemented or
otherwise modified from time to time, the
"Credit Agreement"; capitalized terms used
herein and not otherwise defined
shall have the meanings assigned to such
terms in the Credit Agreement),
pursuant to which the Lenders have made
certain financial accommodations
available to the Borrower;
WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent amend the Credit
Agreement to permit the acquisition of
substantially all of the assets of
Connectronics Corp. and Wiremax Ltd. in
addition to the $30,000,000 basket for
mergers and acquisitions otherwise
permitted in Section 7.4(b) of the Credit
Agreement, and to extend the Revolving
Commitment Termination Date, and subject to
the terms and conditions hereof, the
Lenders consent and are willing to do
so;
NOW, THEREFORE, for good and valuable consideration, the
sufficiency
and receipt of all of which are
acknowledged, the Borrower, the Lenders and the
Administrative Agent agree as follows:
1.
Amendments.
(i). The definition of "Revolving Commitment Termination Date" in
the
Credit Agreement is hereby amended by
replacing such definition in its entirety
with the following:
"Revolving Commitment Termination Date" shall mean the
earliest of (i) May 15, 2008, as extended pursuant to Section
2.24,
(ii) the date on which the Revolving Commitments are terminated
pursuant to Section 2.9 and (iii) the date on which all amounts
outstanding under this Agreement have been declared or have
automatically become due and payable (whether by acceleration
or
otherwise).
(ii). Section 7.4(b) of the Credit Agreement is hereby amended
by
replacing such subsection in its entirety
with the following:
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(b) enter into any one or more mergers, consolidations or
acquisitions having a total cash purchase price in excess of
Thirty
Million Dollars ($30,000,000) in the aggregate in any trailing
twelve-month period, other than the acquisition of substantially
all of
the assets of Connectronics Corp., an Ohio corporation
("Connectronics"), and Wiremax Ltd., an Ohio limited liability
company
("Wiremax"), pursuant to the terms of that certain Asset
Purchase
Agreement, dated as of December 7, 2004, among Connectronics,
Wiremax,
Connectronics Acquisition Corp., HEICO Electronics Technologies
Corp.
and the owners set forth on the signature page thereof;
2.
Conditions to Effectiveness of this Amendment. Notwithstanding
any other provision of this Amendment and
without affecting in any manner the
rights of the Lenders hereunder, it is
understood and agreed that this Amendment
shall not become effective, and the
Borrower shall have no rights under this
Amendment, until the Administrative Agent
shall have received (i) reimbursement
or payment of its costs and expenses
incurred in connection with this Amendment
(including reasonable fees, charges and
disbursements of King & Spalding LLP,
counsel to the Administrative Agent), (ii)
executed counterparts to this
Amendment from the Borrower, each of the
Subsidiary Loan Parties and the Lenders
and (iii) the following Loan Documents:
a) A
Subsidiary Guaranty Supplement duly executed by
Connectronics Corp.; HNW2 Building Corp.; JA
Engineering I Corp.; JA Engineering II Corp.; Sierra
Microwave Technology, LLC and Lumina Power, Inc.
(collectively, the "New Subsidiaries"), in form and
substance satisfactory to the Administrative Agent;
b) A
Joinder to the Security Agreement, together with a
Patent Security Agreement, Trademark Security
Agreement and authorization to file UCC financing
statements or similar instruments as requested by the
Administrative Agent, in each case duly executed by
each New Subsidiary and in form and substance
satisfactory to the Administrative Agent;
c) A
supplement to the Pledge Agreement by Borrower to
pledge all of the Capital Stock of each New
Subsidiary together with certificates evidencing such
Capital Stock and appropriate stock powers executed
in blank, in each case in form and substance
satisfactory to the Administrative Agent;
d) Any
landlord waiver agreements required pursuant to
Section 5.18 of the Credit Agreement, in form and
substance satisfactory to the Administrative Agent;
and
e) Such
other documents, certificates or information as
the Administrative Agent or the Required Lenders may
reasonably request, all in form and substance
reasonable satisfactory to the Administrative Agent
or the Required Lenders.
2
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3.
Representations and Warranties. To induce the Lenders and the
Administrative Agent to enter into this
Amendment, each Loan Party hereby
represents and warrants to the Lenders and
the Administrative Agent that:
a) The
execution, delivery and performance by such Loan Party of
this Amendment and each Loan Document
delivered pursuant hereto (i) are within
such Loan Party's power and authority; (ii)
have been duly authorized by all
necessary corporate and shareholder action;
(iii) are not in contravention of
any provision of such Loan Party's
certificate of incorporation or bylaws or
other organizational documents; (iv) do not
violate any law or regulation, or
any order or decree of any Governmental
Authority; (v) do not conflict with or
result in the breach or termination of,
constitute a default under or accelerate
any performance required by, any indenture,
mortgage, deed of trust, lease,
agreement or other instrument to which such
Loan Party or any of its
Subsidiaries is a party or by which such
Loan Party or any such Subsidiary or
any of their respective property is bound;
(vi) do not result in the creation or
imposition of any Lien upon any of the
property of such Loan Party or any of its
Subsidiaries (other than liens
