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Title: |
Revolving Loan Agreement |
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Date: |
2007 |
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Preview shows 8KB of 101KB total |
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$46 |
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ID: |
#2800194 |
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[LOGO]
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PIEDMONT AVIATION COMPONENT SERVICES LLC
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REVOLVING LOAN AGREEMENT
JULY 6, 2005
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USD $6,000,000
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BANK LEUMI USA
--------------------------------------------------------------
================================================================================
{PAGE}
PIEDMONT AVIATION COMPONENT SERVICES LLC
BANK LEUMI USA
REVOLVING LOAN AGREEMENT
JULY 6, 2005
USD $6,000,000
INDEX
-----
DOCUMENT TAB
-------- ---
Revolving Loan Agreement between Borrower and Bank ....................... 1
Revolving Loan Note issued by Borrower to Bank ........................... 2
Guaranty, from Parent Guarantor to Bank .................................. 3
Security Agreement, granted by Borrower and Guarantor to Bank ............ 4
Subordination Agreement by TAT ........................................... 5
With Loan Agreement evidencing subordinated Debt as Exhibit A
Comfort Letter from TAT .................................................. 6
UCC-1 Financing Statements ............................................... 7
Post Closing UCC Searches ................................................ 8
Initial Borrowing Base Certificate ....................................... 9
Closing Certificate from Borrower to Bank ................................ 10
Certified copies of Articles of Organization of Borrower ................. 11
Certification by Borrower Including Amended Operating Agreement .......... 12
and evidence of Authority of Shaul Menachem
Resolution by Limco (as sole member) of Borrower ......................... 13
Resolution by Limco authorizing loan transaction ......................... 14
Letters authorizing profiling of UCC-1 Financing Statements .............. 15
Certified copies of Articles of Incorporation of Limco ................... 16
Legal Opinion of Borrower's Counsel to Bank, dated as of June 29, 2005 ... 17
Letter of Borrower's Counsel to Bank in respect of closing conditions .... 18
Membership Interest Purchase Agreement ................................... 19
{PAGE}
[LOGO]
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BANK LEUMI USA
REVOLVING LOAN AGREEMENT
PIEDMONT AVIATION COMPONENT SERVICES, LLC
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This Revolving Loan Agreement, dated as of July 6, 2005, is entered into by and
between Piedmont Aviation Component Services, LLC, a North Carolina limited
liability company (hereinafter, the "Borrower"), and Bank Leumi USA
(hereinafter, the "Bank"). For good and valuable consideration, intending to be
legally bound, the parties hereto agree as follows:
ARTICLE 1. DEFINITIONS
1.01 DEFINED TERMS. The following terms, when used within this Agreement,
shall have the meanings set forth below.
"ACCOUNTS" has the meaning ascribed to such term in the UCC.
"ACCOUNT DEBTOR" means any Person who is obligated on an Account.
"AFFILIATE" means, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (i) vote five percent (5%) or more of
the securities having ordinary voting power for the election of directors (or
similar governing body) of such Person, or (ii) direct or cause the direction of
the management and policies of such Person, whether by contract or otherwise.
"AGREED LIBOR RATE" has the meaning assigned to such term in Section
3.02(a) hereof.
"AGREEMENT" means this Loan Agreement, as amended, supplemented or
otherwise modified from time to time.
"ANTI-TERRORISM LAWS" means any Requirement of Law relating to terrorism
or money laundering, including Executive Order No. 13224 (effective September
24, 2001), the USA PATRIOT Act, any Requirement of Law comprising or
implementing the Bank Secrecy Act, and any Requirement of Law administered by
OFAC.
"BANK'S PARENT" means Bank Leumi le-Israel B.M., an Israeli corporation.
"BLOCKED PERSON" means any Person: (i) listed in the annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person
owned or controlled by, or acting for or on behalf of, any Person that is listed
in the annex to, or is otherwise subject to the provisions
{PAGE}
- 2 -
of, Executive Order No. 13224; (iii) a Person with which the Bank is prohibited
from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;
(iv) a Person that commits, threatens or conspires to commit or supports
"terrorism" as defined in Executive Order No. 13224; or (v) a Person that is
named a "specially designated national" or "blocked person" on the most current
list published by OFAC or other similar list.
"BORROWING BASE" means an amount equal to the sum of (i) 80% of Eligible
Accounts and (ii) 30% of Spare Parts Inventory up to a maximum amount of
$2,500,000.
"BORROWING BASE CERTIFICATE" means a Certificate executed by the Borrower
and the Guarantor and delivered to the Bank in substantially the form of EXHIBIT
A annexed hereto.
"BORROWING DATE" means the Business Day on which the Bank makes a
Revolving Loan to the Borrower hereunder.
"BORROWING NOTICE" means a loan request of the Borrower in substantially
the form of EXHIBIT B hereto.
"BUSINESS DAY" means a day during which banks and foreign exchange markets
in New York City and London are open for business of the nature required for the
implementation or administration of this Agreement.
"CAPITAL STOCK" means any and all shares, interests, participation or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation and
including the membership interests in a limited liability company) and any and
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