[CIT LOGO] EXHIBIT 10.54
EQUIPMENT RENTAL AND FINANCE - XX
0000 X. XXXXXXXXXXXX XXXX.
XXXXX, XX 00000
July 20, 2004
Avondale Xxxxx, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxx, Xx.
Re: Amendment #2: Financial Reports and Covenant Rider (the "Rider") to Master
Security Agreement (the "Agreement") dated July 30, 2002 between Avondale Xxxxx,
Inc. as Debtor, and The CIT Group/Equipment Financing, Inc. as Secured Party.
Xx. Xxxxxxx:
Debtor has notified Secured Party that Debtor will fail to comply with the
Consolidated Tangible Funds covenant under the Rider to the Agreement, during
the fiscal years of 2004 and 2005, which failure would result in an Event of
Default under Section 9(b) of the Agreement. Secured Party agrees to amend the
Consolidated Tangible Funds covenant as follows: The Debtor shall maintain
Consolidated Tangible Funds of not less than $150,000,000 until the earlier of
(i) the repayment of the 10.25% Subordinated Notes, or (ii) the reduction of the
aggregate amount of indebtedness owing to Secured Party to an amount less than
$10,000,000.
Provided, however, (i) the amendment set forth in this letter shall not
constitute an amendment of any other covenant, or of any other Event of Default
or event which with notice or the passage of time or both would be an Event of
Default under the Agreement, (ii) the Agreement shall remain in full force and
effect, and unchanged except as set forth in this letter amendment and (iii)
notwithstanding the amendment of the Consolidated Tangible Funds covenant in
this letter, Debtor is hereby advised that the Secured Party shall demand strict
compliance by the Debtor with the terms of the Agreement at all times and the
Secured Party reserves all rights and remedies with respect thereto.
The effectiveness of this amendment shall be subject to the Secured Party's
receipt of a $1,000.00 amendment fee.
Please indicate your agreement with the foregoing by executing this letter and
returning it to the undersigned with the amendment fee no later than July 30,
2004.
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: ___________________________________
Title: Credit Analyst
AGREED TO:
Debtor: Avondale Xxxxx, Inc. Guarantor: Avondale Incorporated
By ________________________ By ___________________________
Title______________________ Title_________________________
