BUSINESS
SCHEDULE 6.1.2
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SUBSIDIARIES AND EQUITY INTERESTS
SCHEDULE 6.1.14
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ENVIRONMENTAL DISCLOSURES
SCHEDULE 6.1.15
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LABOR CONTRACTS
SCHEDULE 8.1.3
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INSURANCE REQUIREMENTS RELATING TO COLLATERAL
SCHEDULE 8.1.3A
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ENVIRONMENTAL POLICIES
SCHEDULE 8.2.1
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PERMITTED INDEBTEDNESS
SCHEDULE 8.2.3
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PERMITTED GUARANTIES
SCHEDULE 8.2.4
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PERMITTED INVESTMENTS
SCHEDULE 8.2.7
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PERMITTED DISPOSITIONS
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)
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GUARANTOR JOINDER
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
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TERM NOTE
EXHIBIT 1.1(N)(3)
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SWING LINE NOTE
EXHIBIT 2.4(1)
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LOAN REQUEST
EXHIBIT 2.4(2)
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SWING LOAN REQUEST
EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
iii
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as
of August 28, 2008 and is made by and among BREEZE-EASTERN CORPORATION, a
Delaware corporation (the "Borrower"), each of the GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent").
The Borrower has requested the Lenders to provide (i) a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$10,000,000.00, including letter of credit and swing line sub-facilities, and
(ii) a $23,000,000.00 term loan facility. In consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, the parties hereto covenant and agree as follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere
in this Agreement, the following words and terms shall have the following
meanings, respectively, unless the context hereof clearly requires otherwise:
Administrative Agent: PNC Bank, National Association, and its
successors and assigns.
Administrative Agent's Fee: the meaning specified in Section 10.9
[Administrative Agent's Fee].
Administrative Agent's Letter: the meaning specified in Section 10.9
[Administrative Agent's Fee].
Affiliate: as to any Person, any other Person (i) which directly or
indirectly controls, is controlled by, or is under common control with such
Person, (ii) which beneficially owns or holds 5% or more of any class of the
voting or other equity interests of such Person, or (iii) 5% or more of any
class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person.
Anti-Terrorism Laws: any Laws relating to terrorism or money
laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws
comprising or implementing the Bank Secrecy Act, and the Laws administered by
the United States Treasury Department's Office of Foreign Asset Control (as any
of the foregoing Laws may from time to time be amended, renewed, extended, or
replaced).
Applicable Commitment Fee Rate: the percentage rate per annum based on
the Leverage Ratio then in effect according to the pricing grid on
Schedule 1.1(A) below the heading "Commitment Fee."
Applicable Letter of Credit Fee Rate: the percentage rate per annum
based on the Leverage Ratio then in effect according to the pricing grid on
Schedule 1.1(A) below the heading