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EXHIBIT 10.29
AMENDMENT TO
LOAN AND SECURITY AGREEMENTS
THIS AMENDMENT (this "Amendment") dated as of June 12, 1995 is
entered into by and among MARINE MIDLAND BUSINESS LOANS, INC., a Delaware
corporation ("Lender"), and MERCURY AIR GROUP, INC., a New York corporation
formerly known as IPM Technology, Inc. ("Mercury"), and MAYTAG AIRCRAFT
CORPORATION, a Colorado corporation ("Maytag"). Mercury and Maytag shall
collectively be referred to herein as "Borrowers".
RECITALS
A. Lender and the respective Borrowers are parties to those two (2)
certain Loan and Security Agreements dated as of December 6, 1989, as amended
(singly, the "Agreement," and collectively, the "Agreements").
B. Lender and Borrowers desire to amend the Agreements in certain
respects, but subject to the terms and conditions set forth below.
AGREEMENT
In consideration of the above recitals and of the mutual covenants
contained herein, Lender and Borrowers agree as follows:
1. Defined Terms. Each of the terms defined in the Agreements which
are used herein shall have the same meaning as set forth in the Agreements,
unless otherwise specified herein.
2. Maximum Borrowing Capacity. With respect to clauses (a) of the
definitions of "Borrowing Capacity" in Sections 1.1 of the Agreements, the
maximum aggregate Borrowing Capacity of Borrowers shall be $16,000,000.00 less
the total outstanding "Advances" to Cargo under its Loan and Security Agreement
with Lender of even date herewith as it may hereafter be amended, modified,
substituted or replaced.
3. Financial Covenants. With respect to Sections 10.13 of the
Agreements, Mercury and its Consolidated Subsidiaries shall maintain Tangible
Net Worth and Working Capital of not less than $15,000,000.00 and $6,000,000.00,
respectively, as of the end of each fiscal quarter on a consolidated basis. For
the purposes of Sections 10.13, "Tangible Net Worth" shall mean the amount by
which the assets of Mercury and its Consolidated Subsidiaries, but excluding
goodwill, exceed liabilities computed in accordance with GAAP.
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4. Events of Default. With respect to Sections 12.1 of the
Agreements, an Event of Default shall be deemed to have occurred if an "Event of
Default" occurs under, and as defined in, that certain Loan and Security
Agreement of even date herewith between Mercury Air Cargo, Inc., a California
corporation, and Secured Party.
5. Continuing Effect of Loan Documents.
(a) Except as specifically amended as set forth above, the
Agreements and all other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed; and
(b) Upon the effectiveness of this Amendment, each reference in
the Loan Documents to the Agreements shall mean and be a reference to the
Agreements as amended hereby.
6. Borrowers' Representations and Warranties. Borrowers represent and
warrant as follows:
(a) Each of the representations and warranties contained in the
Agreements is hereby reaffirmed as of the date hereof, each as if set forth
herein;
(b) The execution, delivery and performance of this Amendment are
within Borrowers' powers, have been duly authorized by all necessary action,
have received all necessary approvals, if any, and do not contravene any law or
any contractual restrictions binding on Borrowers;
(c) This Amendment is the legal, valid and binding obligation of
Borrowers, enforceable against Borrowers in accordance with its terms; and
(d) No event has occurred and is continuing which constitutes an
Event of Default under the Agreements after giving effect to this Amendment.
7. Conditions Precedent. This Amendment shall become effective when,
and only when, Lender shall have received all of the following, in form and
substance satisfactory to Lender:
(a) A counterpart of this Amendment duly executed by Borrowers and
acknowledged by the guarantors indicated hereinbelow; and
(b) Such other documents, instruments or agreements as Lender may
reasonably request.
8. Governing Law. This Amendment shall be deemed to be a contract
under and subject to, and shall be construed for all
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purposes and in accordance with, the internal laws of the State of California.
9. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
WITNESS the due execution hereof as of the date first above written.
MARINE MIDLAND BUSINESS LOANS, INC.
By:
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Title:
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MERCURY AIR GROUP, INC.
By:
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Title:
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MAYTAG AIRCRAFT CORPORATION
By:
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Title:
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CONSENT AND REAFFIRMATION OF GUARANTORS
The undersigned, as guarantors under their respective Guaranties
dated December 6, 1989 or April 1, 1992, hereby consent to the foregoing
Amendment and acknowledge and reaffirm their obligations and liabilities under
such Guaranties, which shall remain in full force and effect.
Dated: As of June , 1995
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MERCURY AIR CARGO, INC.,
a California corporation
By:
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Title:
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HERMES AVIATION, INC.,
a California corporation
By:
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Title:
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