Exhibit 10.4
SECOND AMENDMENT TO LIMITED GUARANTY
As of July 12, 0000
Xxxx xx Xxxxxxx, N.A.
Private Bank
000 Xxxxxxxxx, 0/xx/ Xxxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxxx Xxxxxxx
Re: Limited Guaranty
Ladies and Gentlemen:
Reference is made to that certain Limited Guaranty dated as of February
14, 2001 (the "Guaranty) executed by LJH, LTD., a Texas limited partnership
("Guarantor") in favor of BANK OF AMERICA, N.A., a national banking association
(the "Lender"), as amended by that certain First Amendment to Limited Guaranty
dated as of May 24, 2001, executed by Guarantor in favor of Lender. Unless
otherwise indicated, all capitalized terms herein are used as defined in the
Guaranty, as amended.
For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Guarantor and Lender agree as follows:
1. Certain Definitions. As used in the Guaranty, as amended, the
following term hereafter has the amended meaning indicated as follows:
"Term Note" shall mean that certain Replacement Term Loan Note
dated as of July 12, 2002, in the principal amount of $5,000,000 and
executed by AEROCELL STRUCTURES, INC., an Arkansas corporation, TRIAD
INTERNATIONAL MAINTENANCE CORPORATION, a Delaware corporation, AIRCRAFT
INTERIOR DESIGN, INC., a Florida corporation, and TIMCO ENGINE CENTER,
INC., a Delaware corporation, and payable to the order of Lender (as
further amended, modified, restated or replaced from time to time).
2. Other Amendments. Section 1(i) of the Guaranty, as amended, is
hereby amended and restated to read in its entirety as follows:
For value received and in consideration of any loan, advance or
financial accommodation of any kind whatsoever heretofore, now or
hereafter made, given or granted to the Borrowers by the Lender under
the Term Note, the Guarantor unconditionally guarantees the full and
prompt payment when due, whether at maturity or earlier, by reason of
acceleration or otherwise, and at all times thereafter, 50% of the
indebtedness evidenced by the Term Note (such guaranteed portion being
referred to herein as the "Obligations") (including, without
limitation, interest accruing following the filing of a bankruptcy
petition by or against any Borrower, at the applicable rate specified
in the Term Note, whether or not such interest is allowed or allowable
as a claim in bankruptcy, but
excluding any increase in the principal amount of the Term Note,
whether by amendment or otherwise, which is not consented to in writing
by the Guarantor).
3. Guaranty; Effect. Except as amended in this instrument, the
Guaranty is and shall be unchanged and shall remain in full force and effect.
4. Multiple Counterparts. This instrument may be executed in more
than one counterpart, each of which shall be deemed an original, and all of
which constitute, collectively, one instrument; but, in making proof of this
instrument, it shall not be necessary to produce or account for more than one
such counterpart. It shall not be necessary for Guarantor and Lender to execute
the same counterpart hereof so long as Guarantor and Lender execute a
counterpart hereof.
5. Final Agreement. The Guaranty, as Amended Hereby, Represents the
Final Agreement Between the Parties and May Not Be Contradicted by Evidence of
Prior, Contemporaneous or Subsequent Oral Agreements of the Parties. There Are
No Oral Agreements Between the Parties.
If the foregoing terms and conditions are acceptable to Guarantor,
Guarantor should indicate its acceptance by signing in the space provided below,
whereupon this letter shall become an agreement binding upon and inuring to the
benefit of Lender and Guarantor and their respective successors and assigns.
Very truly yours,
LJH LTD., a Texas limited partnership
By: DLH Management, L.L.C.,
General Partner
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
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