Exhibit 10(r)
WACHOVIA
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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, made as of the 1ST
day of March, 2002, by and among FLIGHT INTERNATIONAL GROUP, INC., a Georgia
corporation, FLIGHT INTERNATIONAL, INC., a Georgia corporation, FLIGHT ALASKA,
INC., a Delaware corporation, FLIGHT INTERNATIONAL AVIATION. INC., a Georgia
corporation, FLIGHT INTERNATIONAL SALES & LEASING, INC., a Delaware corporation,
and FLIGHT INTERNATIONAL OF FLORIDA, INC., a Florida corporation (collectively,
the "Borrower"); and WACHOVIA BANK, N.A., a national banking association
("Lender"), provides as follows:
WITNESSETH:
WHEREAS, the Borrower, together with Flight International Services, Inc., a
Delaware corporation ("Flight Services") and the Lender have entered into a
Master Note dated the 28th day of August, 2000, in connection with a Loan and
Security Agreement dated of even date with the Note, both of which documents are
made a part hereof by this reference as fully as if set out herein verbatim
(such documents, as such may have been heretofore amended, being herein
referred to as the "Note" and the "Loan Agreement"), evidencing a revolving line
of credit (the "Loan") in the amended maximum principal amount of SIX MILLION
AND NO/100 DOLLARS ($6,000,000.00), and pursuant to the Loan Agreement, the
Borrower pledged certain assets to secure the repayment of amounts borrowed by
the Borrower under the Note; and
WHEREAS, pursuant to the First Amendment, Flight Services has been
released from its obligations under the Loan Agreement and the Note, and the
Loan Agreement has been amended; and
WHEREAS, the Borrower has requested that the Loan and the Note be increased
by One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00), to a total of
Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000.00); and
WHEREAS, the Lender has agreed to this request, pursuant to the terms and
conditions hereinafter set forth; and
WHEREAS, the Lender, as holder and owner of the Note and the Loan
Agreement, and the Borrower mutually desire to modify and amend the provisions
of the Loan Agreement and the Note in the manner hereinafter set out, it being
specifically understood that except as herein modified and amended, the terms
and provisions of the Loan Agreement and the Note shall remain unchanged and
continue in full force and effect as therein written.
NOW, THEREFORE, the Lender and the Borrower, in consideration of One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each, and each does hereby agree that the
Loan Agreement and the Note should be, and the same hereby are modified and
amended as follows:
Notwithstanding any contrary provisions contained in the Loan Agreement and
the Note and any amendments thereto, effective as of the date hereof (the
"Effective Date"), the following changes shall be made:
1. The Note is amended to increase the amount of the Loan and the
indebtedness evidenced by the Note by One Million Two Hundred Fifty Thousand
Dollars ($1,250,000.00), from Six Million Dollars ($6,000,000.00) to Seven
Million Two Hundred Fifty Thousand Dollars ($7,250,000.00).
Upon the Lender's execution of this Amendment, the Lender agrees to waive until
March 31, 2002 the Default under the Agreement resulting from failure to deliver
the audited fiscal year end financial statements for fiscal year ended April 30,
2001 as required under Section 10.7 of the Agreement; provided, however, that
this waiver shall not constitute a waiver of any right, power, or privilege to
which the Lender is entitled under this Amendment, the Agreement, or any of the
other Loan documents as a result of any other Default or upon the occurrence of
a subsequent Default, including a Default occurring because of the continuation
of conduct by the Borrower as to which the lender is waiving its rights as of
the date hereof.
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IT IS MUTUALLY AGREED by and between the parties hereto that this Agreement
shall become a part of the Note and Loan Agreement by reference and that nothing
herein contained shall impair the security now held for said indebtedness, nor
shall waive, annul, vary or affect any provision, condition, covenant or
agreement contained in the Note and Loan Agreement except as herein amended, nor
affect or impair any rights, powers or remedies under the Note or Loan Agreement
as hereby amended. Furthermore, the Lender does hereby reserve all rights and
remedies it may have as against all parties who may be or may hereafter become
primarily or secondarily liable for the repayment of the indebtedness evidenced
by the Note and Loan Agreement, as hereby amended.
The Borrower promises and agrees to pay the indebtedness evidenced by the
Note and Loan Agreement, as hereby amended, in accordance with the terms thereof
and agrees to perform all of the requirements, conditions and obligations under
the terms of the Note and Loan Agreement as hereby modified and amended, said
documents being hereby ratified and affirmed. The execution and delivery hereof
shall not constitute a novation or modification of the lien, encumbrance or
security title of the Note or the Loan Agreement. Borrower expressly agrees that
the Note and Loan Agreement are in full force and effect and that Borrower has
no right to setoff, counterclaim or defense to the payment thereof.
Any reference contained in the Note or the Loan Agreement to the Note or
the Loan Agreement shall hereinafter be deemed to be a reference to such
documents as amended hereby.
Borrower acknowledges that Lender may reproduce (by electronic means or
otherwise) any of the documents evidencing and/or securing the Note and Loan
Agreement and thereafter may destroy the original documents. Borrower does
hereby agree that any document so reproduced shall be the binding obligation of
Borrower, enforceable and admissible in evidence against it to the same extent
as if the original documents had not been destroyed.
This Agreement shall be closed without cost to the Lender and all expenses
incurred in connection with this closing (including, without limitation, all
attorneys' fees, recording and filing costs and appraisal fees are to be paid by
the Borrower. The Lender is not providing legal advice or services to the
Borrower.
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia without regard to principles of conflict
of laws.
This Agreement shall be binding upon and inure to the benefit of any
assignee or the respective heirs, executors, administrators, successors and
assigns of the parties hereto.
This Agreement may be executed in any number of counterparts, each of which
shall be an original but all of which taken together shall constitute one and
the same instrument, and any of the parties hereto may execute any of such
counterparts.
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IN WITNESS WHEREOF, this instrument has been executed under seal by the parties
hereto and delivered on the date and year first above written.
LENDER:
WACHOVIA BANK. N.A.
By: /s/ Xxxx Xxxxxxxxx (SEAL)
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Vice President
BORROWER:
FLIGHT INTERNATIONAL GROUP, INC.,
a Georgia Corporation
By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxx X. Xxxxxxxx (SEAL)
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Name: Xxx X. Xxxxxxxx
Title: Corporate Secretary
FLIGHT INTERNATIONAL GROUP, INC.,
a Georgia Corporation
By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxx X. Xxxxxxxx (SEAL)
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Name: Xxx X. Xxxxxxxx
Title: Corporate Secretary
FLIGHT ALASKA, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxx X. Xxxxxxxx (SEAL)
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Name: Xxx X. Xxxxxxxx
Title: Corporate Secretary
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FLIGHT INTERNATIONAL AVIATION, INC.,
a Georgia Corporation
By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxx X. Xxxxxxxx (SEAL)
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Name: Xxx X. Xxxxxxxx
Title: Corporate Secretary
FLIGHT INTERNATIONAL SALES & LEASING INC.,
a Delaware Corporation
By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxx X. Xxxxxxxx (SEAL)
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Name: Xxx X. Xxxxxxxx
Title: Corporate Secretary
FLIGHT INTERNATIONAL OF FLORIDA, INC.,
a Florida Corporation
By: /s/ Xxxxxx X. Xxxxx (SEAL)
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Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
Attest: /s/ Xxx X. Xxxxxxxx (SEAL)
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Name: Xxx X. Xxxxxxxx
Title: Corporate Secretary
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