SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") is entered into as of
April 29, 1998, between FIELDS AIRCRAFT SPARED INCORPORATED, a California
corporation ("Borrower"), and NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender").
WHEREAS, Borrower and Lender have amended the Loan and
Security Agreement dated April 18, 1997 (as amended, the "Loan Agreement")
pursuant to that certain First Amendment to Loan and Security Agreement dated as
of September ___, 1997; and
WHEREAS, Borrower has requested that Lender further amend the
Loan Agreement in various respects, and Lender has agreed to do so subject to
the terms contained herein;
NOW THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Loan
Agreement.
2. Amendments to Loan Agreement.
(a) Section 2.2(e) of the Loan Agreement is hereby amended to
(i) delete the first reference to "Aero Management Loan Agreement" and to
substitute therefor a reference to "Other Borrower Loan Agreements", and (ii)
delete the second reference to "Aero Management Loan Agreement" and to
substitute therefor a reference to "Other Borrower Loan Agreements".
(b) Section 2.2(d)(ii) of the Loan Agreement is hereby amended
to delete the reference to "Aero Management" and to substitute therefor a
reference to "Other Borrower".
(c) Section 5.18(v) of the Loan Agreement is hereby amended to
delete the reference to "Aero Management" and to substitute therefor a reference
to "any Other Borrower".
(d) Section 7.2 of the Loan Agreement is hereby amended (i) to
delete the first reference to "Aero Management" and to substitute therefor a
reference to "each Other Borrower", and (ii) to delete the reference to "Aero
Management Loan Agreement" and to substitute therefor a reference to "Additional
Loan Agreement to which it is a party".
(e) Section 8.1(xiv) of the Loan Agreement is hereby amended
to delete the reference to "the Aero Management" and to substitute therefor a
reference to "any Additional".
(f) Section 1(d)(i) of Schedule A to the Loan Agreement is
hereby amended (i) to delete the first reference to "Aero Management" and to
substitute therefor a reference to "Other Borrower", and (ii) to delete the
second reference to "Aero Management" and to substitute therefor a reference to
"the Other Borrowers".
(g) Section 1(d)(ii) of Schedule A to the Loan Agreement is
hereby amended to (i) delete the first reference to "Aero Management" and to
substitute therefor a reference to "Other Borrower", and (ii) to delete the
second reference to "Aero Management" and to substitute therefor a reference to
"the Other Borrowers".
(h) Section 1(g) of Schedule A to the Loan Agreement is hereby
amended to delete the reference to "Aero Management" and to substitute therefor
a reference to "Other Borrower".
(i) Schedule B to the Loan Agreement is hereby amended to:
(i) Insert the following definitions:
""Additional Loan Agreements" means the Aero Management Loan
Agreement, the Flightways Loan Agreement, and all other Loan
and Security Agreements now or hereafter executed between
Lender and any Affiliate of Borrower, Aero Management,
Flightways or Spares that Borrower, all Other Borrowers at the
time and Lender designate as an Additional Loan Agreement.
"Flightways" means Flightways Manufacturing, Inc., a
California corporation and an Affiliate of Borrower.
"Flightways Loan Agreement" means the Loan and Security
Agreement dated as of April __, 1998, between Flightways and
Lender, as it may be amended from time to time.
"Flightways Loan Balance" means the outstanding balance of all
monetary obligations (including without limitation the
aggregate undrawn face amount of all outstanding letters of
credit, bankers acceptances and other credit accommodations
and all interest, fees and costs due or, in Lender's
estimation, likely to become due in connection therewith) of
Flightways under the Flightways Loan Agreement.
"Other Borrowers" means, collectively, Aero Management,
Flightways and any other borrower of Lender under an
Additional Loan Agreement.
"Other Borrower Loan Balance" means the Aero Management Loan
Balance, the Flightways Loan Balance and the outstanding
balance of all monetary obligations (including without
limitation the aggregate undrawn face amount of all
outstanding letters of credit, bankers acceptances and other
credit accommodations and all interest, fees and
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costs due or, in Lender's estimation, likely to become due in
connection therewith) of each Other Borrower under each
Additional Loan Agreement."
(ii) Amend the definition of "Borrower Guaranty" to
(i) insert a reference to ", as amended or modified from time
to time," after the word "herewith", and (ii) delete the
reference to "Aero Management" and to substitute therefor a
reference to "Other Borrower".
3. Other Amendments. This Amendment shall constitute an
amendment to the Loan Agreement and all of the other Loan Documents as
appropriate to express the agreements contained herein. In all other respects,
the Loan Agreement and the other Loan Documents shall remain unchanged and in
full force and effect in accordance with their original terms.
4. Miscellaneous.
(a) Warranties and Absence of Defaults. In order to induce
Lender to enter into this Amendment, Borrower hereby warrants to Lender, as of
the date hereof, that:
(i) The representations and warranties of Borrower
contained in the Loan Agreement are true and correct as of the
date hereof as if made on the date hereof.
(ii) All information, reports and other papers and
data heretofore furnished to Lender by Borrower in connection
with this Amendment, the Loan Agreement and the other Loan
Documents are accurate and correct in all material respects
and complete insofar as may be necessary to give Lender true
and accurate knowledge of the subject matter thereof. Borrower
has disclosed to Lender every fact of which it is aware which
might adversely affect the business, operations or financial
condition of Borrower or the ability of Borrower to perform
its obligations under this Amendment, the Loan Agreement or
under any of the other Loan Documents. None of the information
furnished to Lender by or on behalf of Borrower contained any
material misstatement of fact or omitted to state a material
fact or any fact necessary to make the statements contained
herein or therein not materially misleading.
(iii) No Event of Default or Default exists as of the
date hereof.
(b) Expenses. Borrower agrees to pay on demand all costs and
expenses of Lender (including the reasonable fees and expenses of outside
counsel for Lender) in connection with the preparation, negotiation, execution,
delivery and administration of this Amendment and all other instruments or
documents provided for herein or delivered in connection herewith. In
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addition, Borrower agrees to pay, and save Lender harmless from all liability
for, any stamp or other taxes which may be payable in connection with the
execution or delivery of this Amendment or the Loan Agreement, as amended
hereby, and the execution and delivery of any instruments or documents provided
for herein or delivered or to be delivered hereunder or in connection herewith.
All obligations provided in this Section 4(b) shall survive any termination of
this Amendment and the Loan Agreement as amended hereby.
(c) Governing Law. This Amendment shall be a contract made
under and governed by the internal laws of the State of New York.
(d) Counterparts. This Amendment may be executed in any number
of counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment.
(e) Reference to Loan Agreement. On and after the
effectiveness of the amendment to the Loan Agreement accomplished hereby, each
reference in the Loan Agreement to "this Amendment," "hereunder," "hereof,"
"herein" or words of like import, and each reference to the Loan Agreement in
any other Loan Documents, or other agreements, documents or other instruments
executed and delivered pursuant to the Loan Agreement, shall mean and be a
reference to the Loan Agreement, as amended by this Amendment.
(f) Successors. This Amendment shall be binding upon Borrower,
Lender and their respective successors and assigns, and shall inure to the
benefit of Borrower, Lender and the successors and assigns of Lenders.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
and delivered at New York, New York as of the date first above written.
FIELDS AIRCRAFT SPARES INCORPORATED
By /s/ Xxxxxxxx X. Xxxxxx
------------------------------
Its CFO
NATIONSCREDIT COMMERCIAL
CORPORATION, THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING
DIVISION
By /s/ Xxxxx Xxxxx Xxxxxxx
------------------------------
Its Vice President
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