Exhibit 10.20


 


Execution Version


 


Incremental
Joinder AGREEMENT And AMENDMENT


 


Incremental
Joinder AGREEMENT AND AMENDMENT, dated as of January 22, 2014 (this “Incremental Joinder and Amendment”),
by and among Atlantic Aviation FBO Inc., a Delaware corporation (the “Borrower”), Barclays Bank PLC, as Administrative
Agent (in such capacity, the “Administrative Agent”) under the Credit Agreement (as defined below) and as the
initial Lender agreeing to provide Incremental Term Loans (as defined below) (in such capacity, the “Initial Incremental
Term Lender”).


 


RECITALS:


 


WHEREAS, reference
is hereby made to the Credit Agreement, dated as of May 31, 2013 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Credit Agreement”), among Atlantic Aviation FBO Holdings LLC, a Delaware limited liability
company (“Holdings”), the Borrower, the Administrative Agent and each Lender, Swingline Lender and Issuing Lender
from time to time party thereto (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);


 


WHEREAS, the Borrower
has notified the Administrative Agent that it is requesting an increase in Term Loans pursuant to Section 2.25 of the Credit Agreement
in order (i) to finance a Permitted Acquisition of certain assets relating to the Borrower’s fixed base operator and aircraft
charter broker business (the “Proposed Acquisition”), (ii) to pay fees and expenses relating to this Incremental
Joinder and Amendment and the Proposed Acquisition and (iii) for general corporate purposes, including other Permitted Acquisitions,
and the Administrative Agent has hereby acknowledged such notification;


 


WHEREAS, pursuant
to Section 2.25 of the Credit Agreement, the Borrower requests an increase in the Term Loans by, among other things, entering into
this Incremental Joinder and Amendment pursuant to the terms and conditions of the Credit Agreement with each Lender and/or Eligible
Assignee agreeing to provide such Incremental Term Loans (as defined below) (each such Lender or Eligible Assignee agreeing to
provide Incremental Term Loans and any assignees thereof, are referred to herein as “Incremental Term Lenders));


 


WHEREAS, the Borrower
has requested that the initial Incremental Term Lender party hereto (the “Initial Incremental Term Lender”)
extend credit to the Borrower in the form of Term Loans in an aggregate principal amount of $100,000,000 (the “Incremental
Term Loans”);


 


WHEREAS, the Initial
Incremental Term Lender has indicated its willingness to lend such Incremental Term Loans on the terms and subject to the conditions
herein;


 


WHEREAS, the Borrower
has requested that certain Lenders agree to the limited amendment set forth in Section 4 below (the “Proposed Amendment”)
and the limited waiver set forth in Section 5 below (the “Proposed Waiver”); and


 


WHEREAS, the Lenders
party hereto (the “Consenting Lenders”) have agreed to the Proposed Amendment and the Proposed Waiver on the
terms and subject to the conditions herein.


 


NOW, THEREFORE,
in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 




    	 



    	 



    

 


Subject to the terms
and conditions set forth herein, the Initial Incremental Term Lender hereby agrees to make Incremental Term Loans on and as of
the Incremental Funding Date (as defined below) in an aggregate principal amount equal to $100,000,000. Pursuant to Section 2.25
of the Credit Agreement, the Incremental Term Loans shall have the following terms:


 


		1.	Interest Rate and Applicable Rate. The Incremental Term Loans shall be funded on the Incremental
Funding Date as Eurodollar Loans, consisting of $100,000,000 of Eurodollar Loans, which Loans shall bear interest at the rate per
annum applicable to the existing Term Loans outstanding as of the Incremental Funding Date. The Incremental Term Loans will be
issued on the Incremental Funding Date in an amount equal to 99.75% of the stated principal amount of the Incremental Term Loans.



 


		2.	Terms Generally.



 


		(i)	The Incremental Term Loans shall have identical terms as the Term Loans (including, without limitation,
with respect to the maturity date, mandatory prepayments (including, for the avoidance of doubt, amortization payments) and voluntary
prepayments) and shall otherwise be subject to the provisions, including any provisions restricting the rights, or regarding the
obligations, of the Loan Parties or any provisions regarding the rights of the Term Lenders, of the Credit Agreement and the other
Loan Documents. Each reference to a “Term Loan” or “Term Loans” in the Credit Agreement shall be deemed
to include the Incremental Term Loans and all other related terms will have correlative meanings mutatis mutandis. For the avoidance
of doubt and notwithstanding anything in this Incremental Joinder and Amendment to the contrary, the Incremental Term Loans shall
be considered an increase in the Term Loans under the Credit Agreement and shall not be considered a separate tranche of Indebtedness
under the Credit Agreement.



 


		(ii)	Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action
as may be reasonably necessary to ensure that all such Incremental Term Loans, when originally made, are Term Loans for all purposes
under the Loan Documents and are included in each Borrowing of outstanding Term Loans on a pro rata basis.  This may
be accomplished at the discretion of the Administrative Agent by allocating a portion of each such Incremental Term Loan to each
outstanding Eurodollar Rate Loan that is a Term Loan of the same Type on a pro rata basis, even though as a result thereof
such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which
they are a part (and notwithstanding any other provision of the Credit Agreement that would prohibit such an initial Interest Period).
As of the Incremental Funding Date, after giving effect to the incurrence of the Incremental Term Loans, the aggregate principal
amount of Term Loans outstanding pursuant to the Credit Agreement shall be $612,550,000. For the avoidance of doubt, this Section
2(ii) is for administrative purposes only and shall, under no circumstances, result in any additional obligations, expenses
or fees for the Borrower.



 


		3.	Borrower Covenants. By its execution of this Incremental Joinder and Amendment, the Borrower
hereby covenants and agrees that the proceeds of the Incremental Term Loans shall be used by Borrower (a) on the Incremental Funding
Date, to pay fees and expenses related to the Incremental Joinder and Amendment and the Incremental Term Loans and (b) on or around
the Incremental Funding Date, to fund (i) the Proposed Acquisition and related transaction costs, fees and expenses and (ii) for
general corporate purposes, including other Permitted Acquisitions.



 




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		4.	Limited Amendment. By their execution of this Incremental Joinder and Amendment, the Consenting
Lenders hereby agree to amend and restate the definition of “Incremental Amount” in its entirety as follows:



 


“Incremental Amount”:
(x) $50,000,000 plus (y) an unlimited amount so long as the Senior Secured Leverage Ratio as of the most recently ended fiscal
quarter prior to the incurrence of any Incremental Commitment or issuance of Incremental Notes, calculated on a pro forma basis,
after giving effect to such incurrence or issuance (and after giving pro forma effect to the incurrence of the entire committed
amount of such additional amount) as if such incurrence or issuance had occurred on the first day of such fiscal quarter, shall
be no greater than 3.50:1.00 (it being understood that for purposes of calculating the Senior Secured Leverage Ratio, any amount
incurred pursuant to clause (x) or (y) shall be treated as if such amount is Consolidated Senior Secured Debt, regardless of whether
such amount is actually secured on a pari passu basis with the Obligations, secured on a junior basis with the Obligations
or unsecured) plus (z) without duplication, any amount permitted to be incurred pursuant to Section 7.2(r) to the extent that the
relevant cash contribution occurs after January 22, 2014 (excluding, for the avoidance of doubt, any amounts that are contributed
in connection with the “Proposed Acquisition” as defined in that certain Incremental Joinder Agreement and Amendment,
dated as of January 22, 2014, by and among the Borrower, the Administrative Agent and certain banks and other financial institutions
from time to time parties thereto).


 


		5.	Limited Waiver. By their execution of this Incremental Joinder and Amendment, the Consenting
Lenders hereby waive, with respect to the Incremental Term Loans, the requirements of the definition of “Incremental Amount”
as set forth in the Credit Agreement.



 


		6.	Conditions to Effectiveness. This Incremental Joinder and Amendment shall become effective
on the date hereof when:



 


		(i)	this Incremental Joinder and Amendment shall have been executed and delivered by the Borrower,
the Initial Incremental Term Lender, Consenting Lenders constituting the Required Lenders under the Credit Agreement and the Administrative
Agent;



 


		(ii)	the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower
dated as of the date hereof certifying (a) that attached thereto is a true and complete copy of the resolutions duly adopted by
the board of directors (or equivalent governing body) of the Borrower authorizing the execution, delivery and performance of the
Incremental Joinder and Amendment, all documents executed in connection therewith and the borrowings thereunder, and that such
resolutions have not been modified, rescinded or amended and are in full force and effect on such date and (b) as to the incumbency
and specimen signature of each officer executing the Incremental Joinder and Amendment and any document executed in connection
therewith and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing
such certificate;



 


		(iii)	the Administrative Agent shall have received for the account of each Consenting Lender who executes
this Incremental Joinder and Amendment by January 17, 2014 at 5 p.m. New York time, a consent fee equal to 0.10% of any Term Loans
and/or Revolving Credit Commitments held by such Consenting Lender; and



 




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		(iv)	the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower
certifying that (a) the representations and warranties in Section 8 of this Incremental Joinder and Amendment are true and
correct in all material respects as of the date hereof, (b) no Default or Event of Default shall exist on the date hereof; (c)
the representations and warranties of Holdings, the Borrower and its Restricted Subsidiaries set forth in the Credit Agreement
and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation or
warranty already qualified as to materiality or Material Adverse Effect, it shall be true in all respects) on and as of the date
hereof except to the extent that such representations and warranties specifically relate to an earlier date, in which case they
shall be true and correct as of such earlier date and (d) the conditions to effectiveness of this Section 6 shall have been
satisfied.



 


		7.	Conditions to Funding. The Initial Incremental Term Lender hereby agrees to make the Incremental
Term Loans (the “Incremental Funding Date”) when:



 


		(i)	the Administrative Agent shall have received a notice of the request for such Incremental Term
Loan as required by Section 2.25 of the Credit Agreement, it being understood that such borrowing notice shall be consistent with
the requirements set forth in Section 1;



 


		(ii)	if the Incremental Commitments remain outstanding at any time after February 1, 2014, the Administrative
Agent shall have received for the account of each Incremental Term Lender, a ticking fee equal to 0.50% per annum for the
period from February 1, 2014 to, but not including, the date of the funding of the Incremental Term Loans hereunder;



 


		(iii)	all fees and reasonable out-of-pocket costs and expenses of Barclays Bank PLC (in such capacity,
the “Arranger”) (including all invoiced fees and expenses of counsel to the Arranger) required to be paid by
the Borrower as separately agreed by the Borrower and the Arranger shall have been paid or reimbursed, as applicable, on or prior
to the Incremental Funding Date;



 


		(iv)	the Arranger, the Incremental Term Lenders and the Consenting Lenders shall have received (a) an
executed legal opinion of O’Melveny & Myers LLP, New York and Delaware counsel to the Borrower and (b) a solvency certificate
from the chief financial officer of the Borrower certifying that the Borrower is Solvent as of the Incremental Funding Date and
after giving effect to the Incremental Term Loans and the use of proceeds therefrom in form and substance reasonably satisfactory
to the Administrative Agent; and



 




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		(v)	the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower
certifying that (a) except as otherwise amended or waived herein, the conditions precedent set forth in Section 5.2 of the Credit
Agreement shall have been satisfied both before and after giving effect to the extension of the Incremental Term Loans, (b) the
representations and warranties in Section 8 of this Incremental Joinder and Amendment are true and correct in all material
respects as of the Incremental Funding Date, (c) no Default or Event of Default shall exist on the Incremental Funding Date before
or after giving effect to the extension of the Incremental Term Loans; (d) the representations and warranties of Holdings, the
Borrower and its Restricted Subsidiaries set forth in the Credit Agreement and the other Loan Documents shall be true and correct
in all material respects (or, in the case of any such representation or warranty already qualified as to materiality or Material
Adverse Effect, it shall be true in all respects) on and as of the Incremental Funding Date except to the extent that such representations
and warranties specifically relate to an earlier date, in which case they shall be true and correct as of such earlier date and
(e) the conditions to effectiveness of this Section 7 shall have been satisfied.



 


		8.	Representations and Warranties. By its execution of this Incremental Joinder and Amendment,
the Borrower hereby certifies that:



 


		(i)	this Incremental Joinder and Amendment has been duly authorized, executed and delivered by the
Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium
or similar laws of general applicability relating to or affecting creditors’ rights generally or by general equitable principles
(whether considered in a proceeding in equity or at law);



 


		(ii)	on the date hereof, the Borrower is Solvent; and



 


		(iii)	the execution, delivery and performance of this Incremental Joinder and Amendment and the other
documents executed in connection herewith (a) have been duly authorized by all necessary corporate action, including the consent
of shareholders where required and (b) will not (A) contravene any Loan Party’s or any of its Subsidiaries’ respective
constituent documents, (B) violate any requirement of Law applicable to any Loan Party (including Regulations T, U and X of the
Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to any Loan Party, (C) conflict
with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of any material
Contractual Obligation of any Loan Party or any of its Subsidiaries (including the Loan Documents) or (D) result in the creation
or imposition of any Lien upon any of the property of any Loan Party or any of its Subsidiaries, other than those in favor of the
Secured Parties pursuant to the Security Documents.



 




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		9.	Acknowledgments; Liens Unimpaired. The Borrower hereby acknowledges that it has read this
Incremental Joinder and Amendment and consents to its terms hereof, and further hereby affirms, confirms, represents, warrants
and agrees (on behalf of itself and each of the other Loan Parties) that (a) notwithstanding the effectiveness of this Incremental
Joinder and Amendment, the obligations of each Loan Party under each of the Loan Documents to which such Loan Party is a party
shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full
force and effect and is hereby confirmed and ratified in all respects; (b) after giving effect to this Incremental Joinder and
Amendment, (i) the execution, delivery, performance or effectiveness of this Incremental Joinder and Amendment shall not impair
the validity, effectiveness or priority of the Liens granted pursuant to the Loan Documents and such Liens shall continue unimpaired
with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, including, without limitation,
the Incremental Term Loans to be made by the Incremental Term Lenders on the Incremental Funding Date and (ii) the Guarantee, as
and to the extent provided in the Loan Documents, shall continue in full force and effect in respect of the Obligations under the
Credit Agreement and the other Loan Documents, including, without limitation, the Incremental Term Loans to be made by the Initial
Incremental Term Lender on the Incremental Funding Date; (c) the execution, delivery, performance or effectiveness of this Incremental
Joinder and Amendment does not require that any new filings be made or other action taken to perfect or maintain the perfection
of such Liens; and (d) the position of the Lenders with respect to such Liens, the Collateral (as defined in the applicable Loan
Documents) in which a security interest was granted pursuant to the Loan Documents, and the ability of the Agent to realize upon
such Liens pursuant to the terms of the Loan Documents have not been adversely affected in any material respect by the execution,
delivery, performance or effectiveness of this Incremental Joinder and Amendment.



 


		10.	Amendment, Modification and Waiver. This Incremental Joinder and Amendment may not be amended,
modified or waived except in accordance with Section 10.01 of the Credit Agreement.



 


		11.	Entire Agreement. This Incremental Joinder and Amendment, the Credit Agreement and the other
Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and
supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the
subject matter hereof. Except as expressly set forth herein, this Incremental Joinder and Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement
or other Loan Documents, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or other Loan Documents, all of which are ratified and affirmed in all respects and
shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement,
whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended hereby and that this
Incremental Joinder and Amendment is a Loan Document.



 


		12.	GOVERNING LAW. THIS INCREMENTAL JOINDER AND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTION 10.11 OF THE
CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS INCREMENTAL JOINDER AND AMENDMENT AND SHALL APPLY HERETO.



 


		13.	Waiver of Jury Trial. Section 10.12 of the Credit Agreement is hereby incorporated by reference
into this Incremental Joinder and Amendment and shall apply hereto.



 


		14.	Severability. Section 10.9 of the Credit Agreement is hereby incorporated by reference into
this Incremental Joinder and Amendment and shall apply hereto.



 


		15.	Counterparts. Section 10.8 of the Credit Agreement is hereby incorporated by reference into
this Incremental Joinder and Amendment and shall apply hereto.



 


[Signature
Pages Follow]


 




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IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Incremental Joinder as of the date first
written above.


 


	 	BARCLAYS BANK PLC,
	 	as the Initial Incremental Term Lender and
	 	as Administrative Agent
	 	 	 
	 	By:	/s/ Craig Malloy
	 	Name:	Craig Malloy
	 	Title:	Director


 


[SIGNATURE PAGE TO INCREMENTAL JOINDER AND
AMENDMENT]


 




    	 



    	 



    

 


CONSENTING LENDER SIGNATURE PAGES ON
FILE WITH


WEIL, GOTSHAL & MANGES LLP


 


[SIGNATURE PAGE TO INCREMENTAL JOINDER AND
AMENDMENT]


 




    	 



    	 



    

 


	 	ATLANTIC AVIATION FBO INC.,
	 	as Borrower
	 	 	 
	 	By:	/s/ Louis P. Pepper
	 	 	Name: Louis P. Pepper
	 	 	Title: President and Chief Executive Officer
	 	 	 
	 	By:	/s/ Dan Reinheimer
	 	 	Name: Dan Reinheimer
	 	 	Title: Chief Financial Officer


 


[SIGNATURE PAGE TO INCREMENTAL JOINDER AND
AMENDMENT]