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EXHIBIT 10.3
AMENDMENT NUMBER ONE TO
LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is entered into as of September 1, 1996 by and between FLEET
CAPITAL CORPORATION, a California corporation ("Lender"), and NATIONAL
AIRMOTIVE CORPORATION, a California corporation ("Borrower"), with reference to
the following facts:
A. Lender and Borrower heretofore have entered into that certain
Loan and Security Agreement, dated as of June 13, 1996 (the
"Agreement");
B. Borrower has requested Lender to amend the Agreement to
clarify the intent of the parties in respect to the definition
of "Eligible Account";
C. Lender is willing to so amend the Agreement in accordance with
the terms and conditions hereof; and
D. All capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Agreement, as amended
hereby.
NOW, THEREFORE, in consideration of the above recitals and the
mutual premises contained herein, Lender and Borrower hereby agree as follows:
1. Amendment to the Agreement.
a. Subsections (ii) and (iii) of the definition
of "Eligible Account" in Appendix A to the Agreement are
hereby deleted in their entirety and the following hereby is
substituted in lieu thereof:
(ii) it is due more than 60 days after the
original date shown on the invoice; or
(iii) it is unpaid more than 120 days after
the original invoice date; provided that, in the
case of either (A) Accounts for which the Account
Debtor is the United States of America, or (B)
Supported Foreign Accounts, such time period may be
up to 150 days; or
2. Representations and Warranties. Borrower hereby
represents and warrants to Lender that (a) the execution, delivery, and
performance of this Amendment and of the Agreement, as amended by this
Amendment, are within its corporate powers, have been duly authorized by all
necessary corporate action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governmental authority, or of the terms of its charter or
bylaws, or of any contract or
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undertaking to which it is a party or by which any of its properties
may be bound or affected, and (b) this Amendment and the Agreement, as
amended by this Amendment, constitute Borrower's legal, valid, and
binding obligation, enforceable against Borrower in accordance with
its terms.
3. Conditions Precedent to the Effectiveness of this
Amendment. The effectiveness of this Amendment is subject to the fulfillment,
to the satisfaction of Lender and its counsel, of each of the following
conditions:
a. The representations and warranties in this
Amendment, the Agreement as amended by this Amendment, and the
other Loan Documents shall be true and correct in all respects
on and as of the date hereof, as though made on such date
(except to the extent that such representations and warranties
relate solely to an earlier date);
b. No Event of Default or event which with the
giving of notice or passage of time would constitute an Event
of Default shall have occurred and be continuing on the date
hereof, nor shall result from the consummation of the
transactions contemplated herein;
c. No injunction, writ, restraining order, or
other order of any nature prohibiting, directly or indirectly,
the consummation of the transactions contemplated herein shall
have been issued and remain in force by any governmental
authority against Borrower, Lender, or any of their Affiliates;
d. No material adverse change in the financial
condition of Borrower or in the value of the Collateral;
4. Effect on Agreement. The Agreement, as amended
hereby, shall be and remain in full force and effect in accordance with its
respective terms and hereby is ratified and confirmed in all respects. The
execution, delivery, and performance of this Amendment shall not operate as a
waiver of or, except as expressly set forth herein, as an amendment, of any
right, power, or remedy of Lender under the Agreement, as in effect prior to
the date hereof.
5. Further Assurances. Borrower shall execute and
deliver all agreements, documents, and instruments, in form and substance
satisfactory to Lender, and take all actions as Lender may reasonably request
from time to time, to perfect and maintain the perfection and priority of
Lender's security interests in the Collateral and to fully consummate the
transactions contemplated under this Amendment and the Agreement, as amended by
this Amendment.
6. Miscellaneous.
a. Upon the effectiveness of this Amendment,
each reference in the Agreement to "this Agreement",
"hereunder", "herein", "hereof" or words of like import
referring to the Agreement shall mean and refer to the
Agreement as amended by this Amendment.
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b. Upon the effectiveness of this Amendment, each
reference in the Loan Documents to the "Loan Agreement",
"thereunder", "therein", "thereof" or words of like import
referring to the Agreement shall mean and refer to the
Agreement as amended by this Amendment.
c. This Amendment shall be governed by and
construed in accordance with the laws of the State of
California.
d. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute
one and the same instrument and any of the parties hereto may
execute this Amendment by signing any such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first written above.
FLEET CAPITAL CORPORATION,
a Rhode Island corporation
By:
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Title:
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NATIONAL AIRMOTIVE CORPORATION,
a California corporation
By:
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Title:
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