a) Revolving Loan. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower and the other Loan Parties set forth herein and in the other Loan Documents, each Lender, severally, agrees to...

     10-Q



Exhibit 10(48)

TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT



          This Tenth Amendment to that certain Amended
and Restated Loan and Security Agreement (“Amendment”) is made and entered into
this 28 day of May 1999, by and between TOWER AIR, INC. (“Borrower”), the
financial institutions listed on the signature page hereof (collectively, the
“Lenders”) and XXXXXX FINANCIAL, INC. (in its individual capacity, “Xxxxxx”),
for itself as a Lender and as Agent (“Agent”). 

          WHEREAS, Agent, Lenders and Borrower are
parties to a certain Amended and Restated Loan and Security Agreement, dated
September 1, 1997 and all amendments thereto (the “Agreement”); and 

          WHEREAS, the parties desire to amend the
Agreement as hereinafter set forth. 

          NOW THEREFORE, in consideration of the mutual
conditions and agreements set forth in the Agreement and this Amendment, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows: 

          1.  Definitions. Capitalized terms used in this
Amendment, unless otherwise defined herein, shall have the meaning ascribed to
such term in the Agreement. 

          2.  Amendments. Subject to the conditions set
forth below, the Agreement is amended as follows: 





     
     (a)
     Subsection 2.1(A) is amended by deleting said subsection in its entirety and
     substituting the following in lieu thereof:



          
     (a)
          Revolving Loan. Subject to the terms and conditions of this Agreement and in
          reliance upon the representations and warranties of Borrower and the other Loan
          Parties set forth herein and in the other Loan Documents, each Lender,
          severally, agrees to lend to Borrower from time to time, its Pro Rata Share of
          each Revolving Advance. From and after the Closing Date through the Termination
          Date, the aggregate amount of all Revolving Loan Commitments shall not exceed
          the following amounts during the following periods: (i) from and after April
          14, 1999, to and including June 21, 1999, Twenty Million Dollars
          (“$20,000,000“); (ii) on and after June 21, 1999, to and including June 29,
          1999, Nineteen Million Dollars (“$19,000,000“); (iii) on and after June 30,
          1999, to and including July 30, 1999, Eighteen Million Dollars (“$18,000,000“);
          (iii) on and after July 31, 1999, to and including August 30, 1999, Sixteen
          Million Dollars (“$16,000,000“); and (iv) on and after August 31, 1999, Fifteen
          Million Dollars (“$15,000,000“), each as reduced by subsection 2.4(B). Amounts
          borrowed under this subsection 2.1(A) may be repaid and reborrowed at any time
          prior to the earlier of (i) the termination of the Revolving Loan Commitment
          pursuant to subsection 8.3 or (ii) the Termination Date. Except as otherwise
          provided herein no Lender shall have any obligation to make an advance under
          this subsection 2.1(A) to the extent such advance would cause the Revolving
          Loan (after giving effect to any immediate application of the proceeds thereof)
          to exceed the Maximum Revolving Loan Amount.












           4.  Conditions. The effectiveness of this
Amendment is subject to the following conditions precedent (unless specifically
waived in writing by Agent): 





     
     (a)
     Borrower shall have executed and delivered such other documents and instruments
     as Agent may require;


     
     (b)
     All proceedings taken in connection with the transactions contemplated by this
     Amendment and all documents, instruments and other legal matters incident
     thereto shall be satisfactory to Agent and its legal counsel;



     
     (c)
     Borrower shall have paid Lender an amendment fee in the amount of Thirty Thousand Dollars ($30,000); and


     
     (d)
     No Default or Event of Default shall have occurred and be continuing.





          5.  Corporate Action. The execution, delivery,
and performance of this Amendment has been duly authorized by all requisite
corporate action on the part of Borrower and this Amendment has been duly
executed and delivered by Borrower. 

          6.  Severability. Any provision of this
Amendment held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Amendment
and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable. 

          7.  References. Any reference to the Agreement
contained in any document, instrument or agreement executed in connection with
the Agreement, shall be deemed to be a reference to the Agreement as modified
by this Amendment. 

          8.  Counterparts. This Amendment may be
executed in one or more counterparts, each of which shall constitute an
original, but all of which taken together shall be one and the same instrument. 

          9.  Ratification. The terms and provisions set
forth in this Amendment shall modify and supersede all inconsistent terms and
provisions of the Agreement, and shall not be deemed to be a consent to the
modification or waiver of any other term or condition of the Agreement. Except
as expressly modified and superseded by this Amendment, the terms and
provisions of the Agreement are ratified and confirmed and shall continue in
full force and effect. 













          IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed under seal and delivered by their
respective duly authorized officers on the date first written above. 





XXXXXX FINANCIAL, INC.,as Agent and Lender By: /s/ Xxxxxxx VizgirdaTitle:  VP
     
TOWER AIR, INC.,as Borrower By: /s/ Xxxxxx NachtomiTitle: Chairman and CEO