AMENDMENT NUMBER ONE TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT, dated as of
January 7, 2000 (this "Amendment"), amends that certain Loan and Security
Agreement, dated as of December 31, 1999 (as amended from time to time, the
"Loan Agreement"), by and between GREAT LAKES AVIATION, LTD., an Iowa
corporation ("Borrower"), on the one hand, and COAST BUSINESS CREDIT, a
division of Southern Pacific Bank, a California corporation ("Coast"), on the
other hand. All initially capitalized terms used in this Amendment shall have
the meanings ascribed thereto in the Loan Agreement unless specifically
defined herein.
R E C I T A L S
WHEREAS, Borrower and Coast wish to amend the Loan Agreement pursuant to
the terms and provisions set forth in this Amendment; and
NOW, THEREFORE, the parties hereto agree as follows:
A M E N D M E N T
SECTION 1. AMENDMENT TO SECTION 2.1 OF THE AGREEMENT. The second sentence of
Section 2.1 of the Loan Agreement is hereby amended by deleting such sentence in
its entirety and replacing it with the following sentence:
"In addition, Coast may create reserves against the Loans which
otherwise would be available under this Agreement including, without
limitation, creating reserves for: (a) accounts payable which have
become past due pursuant to Sections 5.1 and 6.20; (b) a Two Hundred
Thousand Dollar ($200,000) reserve for prospective payments due to
Raytheon under the Term Out as described in Section 5.23 hereof (the
"Term Out Reserve"), with such Term Out Reserve to be released at
Coast's sole and absolute discretion; and (c) offsets/contras which are
deducted from the proceeds of Receivables collected on behalf of
Borrower by the ACH (the "ACH Contras"). The ACH Contras arise from and
are paid to other airline carriers/vendors who provide goods and/or
services to Borrower. The reserve for the ACH Contras will be
established in an amount and through means acceptable to Coast in its
sole and absolute discretion.
All other provisions of Section 2.1 remain unchanged.
SECTION 2. AMENDMENT TO SECTION 3.1 OF THE SCHEDULE. Section 3.1 of the
Schedule to the Loan Agreement regarding the "Minimum Interest" is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"An amount equal to the interest that would have accrued had the daily
aggregate outstanding balance of all Loans been equal to thirty-five
percent (35%) of the Maximum Dollar Amount."
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Section 3. AMENDMENT TO SECTION 5.2 OF THE SCHEDULE. Section 5.2 of the
Schedule to the Loan Agreement regarding the "Minimum Availability" is hereby
amended by deleting such Section in its entirety and replacing it with the
following:
"Eight Hundred Thousand Dollars ($800,000)."
Section 4. AMENDMENT TO SECTION 8.1 OF THE SCHEDULE. Section 8.1 of the
Schedule to the Loan Agreement is hereby amended to add the following "Ongoing
Minimum Availability" requirement, which was previously deleted from the Loan
Agreement in error:
"3) Subsequent to the Closing Date, Borrower shall at all times have
Minimum Availability of Three Hundred Thousand Dollars ($300,000)."
Section 5. CONDITION PRECEDENT. The effectiveness of this Amendment is
expressly conditioned upon the receipt by Coast of an executed copy of this
Amendment executed by Borrower.
Section 6. ENTIRE AGREEMENT. The Loan Agreement, as amended hereby,
embodies the entire agreement and understanding between the parties hereto
and supersedes all prior agreements and understandings relating to the
subject matter hereof. Borrower represents, warrants and agrees that in
entering into the Loan Agreement and consenting to this Amendment, it has not
relied on any representation, promise, understanding or agreement, oral or
written, of, by or with, Coast or any of its agents, employees, or counsel,
except the representations, promises, understandings and agreements
specifically contained in or referred to in the Loan Agreement, as amended
hereby.
Section 7. CONFLICTING TERMS. In the event of a conflict between the
terms and provisions of this Amendment and the terms and provisions of the
Loan Agreement, the terms of this Amendment shall govern. In all other
respects, the Loan Agreement, as amended and supplemented hereby, shall
remain in full force and effect.
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Section 8. MISCELLANEOUS. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any party hereto may execute
this Amendment by signing such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers thereunto duly authorized as of the
date first above written.
BORROWER:
GREAT LAKES AVIATION, LTD.,
an Iowa corporation
By /s/ Xxxxxx X. Xxxxxx CFO
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President or Vice President
By /s/ Xxxxxxx Xxxxxx
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Secretary or Ass't Secretary
COAST:
COAST BUSINESS CREDIT,
a division of Southern Pacific Bank
By /s/ Xxxx X. Xxxxxxxx
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Title VP
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