Exhibit 10-d
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made as of this 30th day of June, 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 and the Lender has agreed to make
certain revisions to the terms and conditions of the Loan Agreement, as amended
by the Amendment; and
WHEREAS, to induce the Lender to amend certain terms and conditions of the
Loan Agreement, the Borrower has offered to execute and deliver the 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 "June 30, 2005" as the final maturity date is replaced with
"September 30, 2005" as the final maturity date.
2. As of the date of this Amendment, Section 6.28(c) of the Loan Agreement
is hereby deleted in its entirety with no material placed in its stead.
3. The Borrower shall pay on demand all legal fees, recording expenses and
other reasonable and necessary disbursements of the Lender and its counsel
incident to the preparation, execution and delivery of this Amendment.
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 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: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
President and Chief Executive Officer
BANK OF AMERICA, N.A.
successor-by-merger to Fleet National Bank
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇
Vice President
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