FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is entered into as of
September __, 1997, between FIELDS AIRCRAFT SPARES INCORPORATED, a California
corporation ("Borrower"), and NATIONSCREDIT COMMERCIAL CORPORATION, THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING DIVISION ("Lender").
WHEREAS, Borrower has requested that Lender amend the Loan
Agreement dated April 18, 1997 (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 and
restated in its entirety as follows:
"(e) Minimum Borrowing Fee. A minimum borrowing fee equal to the
excess, if any, of (i) interest which would have been payable in
respect of each period set forth in Section 6(e) of Schedule A if, at
all times during such period, the principal balance of the Loans was
equal to the lesser of (a) the Minimum Loan Amount and (b) the sum of
the maximum amount of Availability plus the maximum amount of
Availability under the Aero Management Loan Agreement over (ii) the sum
of the actual interest payable in respect of such period plus the
actual interest payable under the Aero Management Loan Agreement in
respect of such period, which fee shall be fully earned as of the first
day of such period and payable on the date set forth in Section
6(e)(ii) of Schedule A and on the Maturity Date."
(b) Section 4 of Schedule A to the Loan Agreement is hereby
amended and restated in its entirety as follows:
"4. Minimum Loan Amount: $2,500,000 beginning on October 1, 1997,
which amount shall be increased by
$425,000 on the first day of each month
thereafter for six months, provided, that
such amount shall be capped at $5,000,000
and shall remain at $5,000,000 for the
duration of Term"
(c) Section 6(e) of Schedule A to the Loan Agreement is hereby
amended and restated in its entirety as follows:
"(e) Minimum Borrowing Fee:
(i) Applicable Period: Each month
(ii) Date payable: The first day of each month"
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
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Amendment and all other instruments or documents provided for herein or
delivered in connection herewith. In 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 Agreement," "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.
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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 Chief Financial Officer
NATIONSCREDIT COMMERCIAL
CORPORATION, THROUGH ITS
NATIONSCREDIT COMMERCIAL FUNDING
DIVISION
By /s/ Xxxxx Xxxxx Xxxxxxx
-----------------------------------
Its Vice President
The undersigned guarantors hereby acknowledge the foregoing
amendment and ratify and reaffirm their respective guarantees of the obligations
of Fields Aircraft Spares Incorporated.
FIELDS AERO MANAGEMENT, INC.
By /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Its Corporate Secretary
FIELDS AIRCRAFT SPARES, INC.
By /s/ Xxxxxxxx X. Xxxxxx
----------------------------
Its Corporate Secretary
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