EXHIBIT 10.6
GUARANTY AMENDMENT AGREEMENT
This Guaranty Amendment Agreement ("Agreement"), dated as of June 28,
1996, is by and between XxXxxxxxx Xxxxxxx Corporation ("Guarantor"), a Maryland
corporation, and XxXxxxxxx Xxxxxxx Finance Corporation ("MDFC"), a Delaware
corporation.
WHEREAS, the Guarantor and MDFC entered into a Supplemental Guaranty
Agreement, dated as of December 30, 1993, as amended by Amendment No. 1 to
Supplemental Guaranty Agreement dated as of March 28, 1996 (the "Supplemental
Guaranty"); and
WHEREAS, Section 5 of the Supplemental Guaranty provides that the
Supplemental Guaranty will terminate on June 30, 1996 unless, among other
things, the parties agree that MDFC's exposure on its TWA portfolio justifies a
continuation of the Supplemental Guaranty; and
WHEREAS, the parties agree that MDFC's exposure on its TWA portfolio
justifies a continuation of the Supplemental Guaranty and the parties deem it to
be in their mutual best interest to extend the termination date of the Guaranty
on the terms and conditions set forth below; and
WHEREAS, the Guarantor and MDFC entered into a separate Deficiency
Guaranty, dated as of March 31, 1994, for each of five separate TWA lease
agreements relating to MD-83 aircraft bearing U.S. registration marks N9405T,
N9404V, N9403W, N9402W and N9406W (each a "Deficiency Guaranty" and collectively
the "Deficiency Guaranties"); and WHEREAS, the Guarantor and MDFC agree that the
continuation of the Supplemental Guaranty justifies a temporary reduction during
such period of continuation of $2,000,000 of coverage under each Deficiency
Guaranty;
NOW, THEREFORE, in consideration of the premises and for valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The sixth line of Section 5 of the Supplemental Guaranty is hereby
amended to read in full as follows:
"on June 30, 1998 unless (a) an Event of Default which could".
2. The maximum aggregate amount covered by the Supplemental Guaranty is
hereby reduced from $25,000,000 to $10,000,000 by amending the last line of
Section 1 of the Supplemental Guaranty to read in full as follows:
"equal to $10,000,000."
3. For the period from the date hereof until June 30, 1998, the maximum
amount covered by each Deficiency Guaranty is hereby reduced by $2,000,000 by
amending, effective until June 30, 1998, the sixth line of Section 2 of each
Deficiency Guaranty to read in full as follows:
"Aircraft, less $2,000,000, and (b) the then outstanding stipulated
loss value set".
4. As modified above, the Supplemental Guaranty and the Deficiency
Guaranties shall remain in full force and effect in accordance with their terms.
IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment.
XXXXXXXXX XXXXXXX XXXXXXXXX XXXXXXX
FINANCE CORPORATION CORPORATION
By: /S/ XXXXXX X. XXXXXXXXX By: /S/ XXXXX X. XXXXXX
Its: President Its: Senior Vice President and
Chief Financial Officer
