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Exhibit 10.e
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made as of this 30th day of September, 2005, by and between RONSON AVIATION,
INC., a New Jersey corporation (the "Borrower") and BANK OF AMERICA, N.A.,
successor-by-merger to Fleet National Bank (the "Lender").
WHEREAS, the Borrower and the Lender are parties to a certain Loan and
Security Agreement dated August 28, 1997, as amended (the "Loan Agreement"),
relating to financing by the Lender to the Borrower (all capitalized terms used,
but not specifically defined herein, shall have the meaning provided for such
terms in the Loan Agreement); and
WHEREAS, the Borrower has requested an extension of the maturity date of
the Obligations and the Lender has agreed to extend the maturity date of the
Obligations and to make certain revisions to the terms and conditions of the
Loan Agreement, as amended by this Amendment; and
WHEREAS, to induce the Lender to extend the maturity date of the
Obligations and to amend certain terms and conditions of the Loan Agreement, the
Borrower has offered to execute and deliver this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Lender and the Borrower agree as follows:
1. As of the date of this Amendment, the reference in 2.1(d) of the Loan
Agreement to "September 30, 2005" as the final maturity date is replaced with
"December 31, 2005" as the final maturity date.
2. As a condition to the Lender's agreement to execute this Amendment, the
Borrower shall pay to Lender, on a combined basis with Ronson Aviation, Inc. an
extension fee of $20,000.00 and all legal fees (including past due invoices, it
being understood that the Borrower will not be responsible for legal fees
associated with Lender's loan conversion work, which will be paid by Lender),
recording expenses and other reasonable and necessary disbursements of the
Lender and its counsel incident to the preparation, execution and delivery of
this Amendment.
3. As of the date of this Amendment, the Borrower may not request any
borrowings under LIBOR and the Lender will not honor any such requests. All
existing LIBOR Advance(s) shall continue under their current terms and will then
be converted to Base Rate Advance(s) under the terms of the Loan Agreement.
4. The Borrower acknowledges that its obligations to the Lender pursuant
to the Loan Agreement, as amended herein, are due and owing by the Borrower to
the Lender without any defenses, set-offs, recoupments, claims or counterclaims
of any kind as of the date hereof. To the extent that any defenses, set-offs,
recoupments, claims or counterclaims may exist as of the date hereof, the
Borrower waives and releases the Lender from the same.
5. The Borrower hereby agrees with, reaffirms and acknowledges the
representations and warranties contained in the Loan Agreement. Furthermore, the
Borrower represents that the
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representations and warranties contained in the Loan Agreement continue to be
true and in full force and effect. This agreement, reaffirmation and
acknowledgment is given to the Lender by the Borrower without defenses, claims
or counterclaims of any kind. To the extent that any such defenses, claims or
counterclaims against the Lender may exist, the Borrower waives and releases the
Lender from the same.
6. The Borrower ratifies and reaffirms all terms, covenants, conditions
and agreements contained in the Loan Agreement. All terms, covenants,
representations and warranties made to Lender by Borrower in the Loan Agreement
are to be true, accurate and complete for the duration of the term of the Loan
Agreement.
7. All other terms and conditions of the Loan Agreement, and any and all
Exhibits annexed thereto and all other writings submitted by the Borrower to the
Lender pursuant thereto, shall remain unchanged and in full force and effect.
8. This Amendment shall not constitute a waiver or modification of any of
the Lender's rights and remedies or of any of the terms, conditions, warranties,
representations, or covenants contained in the Loan Agreement, except as
specifically set forth above, and the Lender hereby reserves all of its rights
and remedies pursuant to the Loan Agreement and applicable law.
9. The failure of the Borrower to satisfy any of the terms and conditions
of this Amendment shall constitute an Event of Default under the Loan Agreement,
and the Lender shall be entitled to all of its rights and remedies under the
Loan Agreement and applicable law.
10. This Amendment may be executed in counterparts, each of which, when
taken together, shall be deemed to be one and the same instrument.
Executed on the date first written above.
WITNESS: RONSON AVIATION, INC.
By:
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Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, XX
Vice President President and Chief Executive Officer
BANK OF AMERICA, N.A.
successor-by-merger to Fleet National Bank
By:
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Xxxxxxxx Xxxx
Vice President
