EX-10.53 Exhibit 10(53) CREDIT AND SECURITY AGREEMENT dated as of September 10, 1999 between TOWER AIR, INC., as Borrower, and GMAC BUSINESS CREDIT, LLC, as Agent and as LenderCredit and Security Agreement • November 15th, 1999 • Tower Air Inc • Air transportation, scheduled • Illinois
TABLE OF CONTENTS Page ---- SECTION 1. DEFINITIONS 1 1.1 Certain Defined Terms 1 1.2 Accounting Terms 14 1.3 Other Definitional Provisions 14 SECTION 2. LOANS AND COLLATERAL 15 2.1 Loans 15 (a) Revolving Loan 15 (b) Eligible Collateral Reserve 15 (c) Borrowing Mechanics 16 (d) Revolving Note(s) 16 (e) Evidence of Revolving Loan Obligations 16 (f) Letters of Credit 17 (i) Maximum Amount 17 (ii) Reimbursement 15 (iii) Conditions of Issuance 18 (iv) Request for Letters of Credit 18 (g) Other Letter of Credit Provisions 18 (i) Obligations Absolute 18 (ii) Nature of Lender's Duties 19 (iii) Liability 20 2.2 Interest 20 (a) Rate of Interest 20 (b) Computation and Payment of Interest 20 (c) Interest Laws 20 2.3 Fees 21 (a) Closing Fee 21 (b) Unused Facility Fee 21 (c) Letter of Credit Fees 21 (d) Audit Fees 22 (e) Other Fees and Expenses 22 (f) Deposit 22 2.4 Payments and Prepayments 22 (a) Manner and Time of Payment 22 (b) Mandatory Prepayments 23 (i) Overadvance 23 (ii) Proceeds of Asset Di
PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”), dated as of September 10, 1999, made by TOWER AIR, INC., a Delaware corporation (the “Pledgor”), to GMAC BUSINESS CREDIT, LLC, a Delaware limited liability company, as agent (“Agent”) on...Pledge Agreement • November 15th, 1999 • Tower Air Inc • Air transportation, scheduled • Illinois
Ex 10.55 Exhibit 10(55) SECURITY AGREEMENT(SPARE PARTS) dated as of September 10, 1999 between TOWER AIR, INC., as Mortgagor and GMAC BUSINESS CREDIT, LLC, as MortgageeSecurity Agreement • November 15th, 1999 • Tower Air Inc • Air transportation, scheduled • Illinois
TABLE OF CONTENTS Page ---- 1. Defined Terms 1 2. Grant of Security Interest 3 3. Limitations on Mortgagee’s Obligations 4 4. Representations and Warranties 4 (a) Title; No Other Security Interests 4 (b) Perfected First Priority Security Interests 4 (c) Approvals and Consents 5 (d) Certified Air Carrier 5 5. Covenants 5 (a) Further Documentation; Pledge of Instruments and Chattel Paper 5 (b) Indemnification 5 (c) Notices 6 (d) Location 6 6. Mortgagee’s Appointment as Attorney-in-Fact 6 (a) Powers 6 (b) Other Powers 7 (c) No Duty on Mortgagee’s Part 7 7. Performance by Mortgagee of Mortgagor’s Obligations 8 8. Proceeds 8 9. Remedies 8 10. Limitation on Duties Regarding Preservation of Collateral 9 11. Powers Coupled with an Interest 9 12. Severability 9
FOURTEENTH AMENDMENT TO AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENTRestatedloan and Security Agreement • November 15th, 1999 • Tower Air Inc • Air transportation, scheduled
This Fourteenth Amendment to that certain Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of September 8, 1999, and is entered into by and between TOWER AIR, INC. (“Borrower”), the financial institutions listed on the signature page hereof (collectively, the “Lenders”) and HELLER FINANCIAL, INC. (in its individual capacity, “Heller”), 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 agree as follows: 1. Definitions. Capitalized terms used in this Amendment, unless
