10-Q



Exhibit 10(51)

THIRTEENTH AMENDMENT TO AMENDED AND RESTATEDLOAN
AND SECURITY AGREEMENT



          This Thirteenth Amendment to that certain
Amended and Restated Loan and Security Agreement (“Amendment”) is dated as of
August 6, 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 ▇▇▇▇▇▇ FINANCIAL, INC. (in its individual
capacity, “▇▇▇▇▇▇”), 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)
     The first paragraph of subsection 2.1(A) is amended by deleting the first
     paragraph of 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 August
          6, 1999, to and including September 2, 1999, Nineteen Million Dollars
          ($19,000,000); (ii) on and after September 3, 1999, to and including September
          9, 1999, Eighteen Million Two Hundred Fifty Thousand Dollars ($18,250,000);
          (iii) on and after September 10, 1999, to and including September 16, 1999,
          Seventeen Million Five Hundred Thousand Dollars ($17,500,000); (iv) on and
          after September 17, 1999, to and including September 23, 1999, Sixteen Million
          Seven Hundred Fifty Thousand Dollars ($16,750,000); (v) on and after September
          24, 1999, to and including September 29, 1999, Sixteen Million Dollars
          ($16,000,000); and (vi) on September 30, 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.













          3.  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)
          
          
No Default or Event of Default
          shall have occurred and be continuing. 





          4.  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. 

          5.  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. 

          6.  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. 

          7.  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. 













          8.  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. 






    

     
▇▇▇▇▇▇ FINANCIAL, INC.,as Agent and Lender By:/s/ ▇▇▇▇ RichardsTitle: SVP
     

    

     
 
     

    

     
TOWER AIR, INC.,as Borrower By:/s/ Badar Mir Title: VP Financial Accounting