EXHIBIT 10.1
AMENDMENT NO. 4
TO
SECURITIES PURCHASE AGREEMENT
BY AND BETWEEN
MERCURY AIR GROUP, INC.,
AND
ALLIED CAPITAL CORPORATION, AS ASSIGNEE OF
▇. ▇. ▇▇▇▇▇▇▇ MEZZANINE FUND, L.P.
DATED AS OF OCTOBER _, 2003
Amendment No. 4 to Securities Purchase Agreement
1
AMENDMENT NO. 4
TO SECURITIES PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENT (this
"Amendment"), dated as of October_______, 2003, between Allied Capital
Corporation, a Maryland corporation ("Allied") as assignee of ▇.▇. ▇▇▇▇▇▇▇
Mezzanine Fund, L.P., a Delaware limited partnership ("WMF"), and Mercury Air
Group, Inc., a Delaware corporation (the "Company"), to the Securities Purchase
Agreement (the "Purchase Agreement"), dated as of September 10, 1999, between
WMF and the Company, as amended by Amendment No. 1 dated as of September 30,
2000, Amendment No. 2 dated as of September 30, 2001 and Amendment No. 3 dated
as of December 30, 2002.
W I T N E S S E T H:
WHEREAS, WMF and the Company entered into the Purchase Agreement (the
Purchase Agreement, as amended by this Amendment, is hereinafter referred to as
the "Agreement"), pursuant to which, among other things, WMF purchased from the
Company (i) a subordinated promissory note due September 9, 2006 in the
principal amount of $24,000,000 (the "WMF Note"), and (ii) a warrant (the "WMF
Warrant") to purchase 503,126 shares of common stock, $0.01 par value per share,
of the Company ("Common Stock"), which WMF Warrant has been adjusted to the
right to purchase 251,563 shares as a result of a two-for-one reverse split of
the Common Stock;
WHEREAS, prior to the execution of this Agreement on the date hereof,
WMF assigned to Allied all of its right, title and interest in the WMF Note and
the Purchase Agreement and 90% of its interest in the WMF Warrant to Allied
(such transaction referred to herein as the "Assignment"), and in connection
with the Assignment, the Company issued to Allied a warrant to purchase 226,407
shares of Common Stock (the "Allied Warrant");
WHEREAS, the Company and Allied have entered into a Stock Purchase
Agreement dated the Effective Date pursuant to which Allied has agreed to
acquire, subject to the terms and conditions set forth therein, all of the
outstanding stock of Mercury Air Centers, Inc., a wholly-owned subsidiary of
the Company (the "Stock Purchase Agreement"); and
WHEREAS, in connection with the execution of the Stock Purchase
Agreement, Allied and the Company desire to amend the Purchase Agreement, the
Note and the Warrant, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises set forth herein and
for other good and valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, Allied and the Company agree as follows:
Amendment No. 4 to Securities Purchase Agreement
2
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. As used in this Amendment, and unless the context
requires a different meaning, the following terms shall have the meanings
indicated:
"AMENDED NOTE" means the Second Amended and Restated Note of the Company issued
in favor of Allied, dated the Effective Date, in the principal amount of
$24,000,000, substantially in the form of Exhibit A, which shall for all
purposes under the Purchase Agreement be deemed to be a Note from and after the
Effective Date.
"AMENDED WARRANT" means the First Amendment to the Allied Warrant dated the
Effective Date, substantially in the form of Exhibit B, which, together with the
Allied Warrant, shall for all purposes under the Purchase Agreement be deemed to
be a Warrant from and after the Effective Date.
ARTICLE II
AGREEMENT TO ISSUE AMENDED AND RESTATED SECURITIES
2.1 ISSUANCE OF AMENDED NOTE. Subject to the terms and conditions
herein set forth, the Company agrees that it will issue to Allied on the
Effective Date the Amended Note substantially in the form attached hereto as
Exhibit A, appropriately completed in conformity herewith. The parties hereto
acknowledge that no additional purchase price shall be payable in respect of the
Amended Note.
2.2 ISSUANCE OF AMENDED WARRANT. Subject to the terms and
conditions herein set forth, the Company agrees that it will issue to Allied on
the Effective Date the Amended Warrant substantially in the form attached hereto
as Exhibit B, appropriately completed in conformity herewith. The parties hereto
acknowledge that no additional purchase price shall be payable in respect of the
Amended Warrant.
2.3 EFFECTIVENESS. The issuance of the Amended Note and the
Amended Warrant shall take place at the closing (the "Amendment Closing") to be
held at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ at 10:00 a.m., Local Time, on October_____, 2003 (the
"Effective Date"). At the Amendment Closing, the Company shall deliver the
Amended Note and the Amended Warrant to Allied, and Allied shall deliver the WMF
Note to the Company for cancellation.
ARTICLE III
AMENDMENTS TO PURCHASE AGREEMENT
3.1 AMENDMENTS TO ARTICLE 8.
Amendment No. 4 to Securities Purchase Agreement
3
(a) Section 8.7 of the Purchase Agreement is hereby deleted in
it entirety and replaced with the following:
"8.7 PAYMENT OF NOTE. The Company shall pay the principal of,
interest on and other amounts due in respect of, the Note on the dates
and in the manner provided in the Note."
3.2 ADDITIONAL COVENANTS.
3.2.1 AMENDMENT OF SHELF REGISTRATION. Within 30 days after
the Effective Date, the Company shall prepare and file with the Securities and
Exchange Commission an amendment to the registration statement on Form S-3 filed
on May 2, 2003 registering the resale from time to time by WMF of the shares of
Common Stock issuable upon exercise of the WMF Warrant (the "Skeff Registration
Amendment"). The Shelf Registration Amendment shall authorize the resale by
Allied of shares acquired upon exercise of the Allied Warrant in accordance with
the methods of distribution set forth in such Shelf Registration Amendment (such
methods of distribution to include underwritten offerings and other methods
designated in writing by the Holders). The Company shall use commercially
reasonable efforts to cause the Shelf Registration Statement as amended by the
Shelf Registration Amendment to remain effective under the Securities Act
continuously until the sale of all of the Common Stock included in such Shelf
Registration Statement has occurred. To the extent any provision in this Section
3.2.1 is inconsistent with the Registration Rights Agreement or the other
provisions of the Purchase Agreement, this Section shall control. The parties
hereby amend the Registration Rights Agreement so that (i) the definition of
"WMF Note" in the Registration Rights Agreement shall include the Amended Note
and (ii) the definitions of "WMF Warrant" and "Warrant" shall include the Allied
Warrant and the Amended Warrant.
3.2.2 CONTROL AGREEMENTS. Within 30 days of the Effective
Date, the Company shall provide to Allied Control Agreements with respect to the
Company's bank accounts.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to Allied as follows:
4.1 REPRESENTATIONS AND WARRANTIES IN THE PURCHASE AGREEMENT. The
representations and warranties of the Company contained in Article 5 of the
Purchase Agreement were true, correct and complete as and when made and are
true, correct and complete on the date hereof, except as set forth on Schedule
4.1 hereto.
4.2 FINANCIAL CONDITION.
4.2.1 The Company has previously provided to Allied a true and
complete copy of the audited consolidated and consolidating balance sheet of the
Company and its Subsidiaries
Amendment No. 4 to Securities Purchase Agreement
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as of June 30, 2000, June 30, 2001 and June 30, 2002, and the related
consolidated and consolidating statements of income and cash flow of the Company
and its subsidiaries for the fiscal year then ended (the "Audited Financials").
The Audited Financials were prepared in accordance with GAAP, are true and
correct in all material respects and fairly present the Company's and each of
its Subsidiaries' operations and their cash flows at such date and for the
period then ended. The auditors have issued an unqualified statement to the
Company concerning the Audited Financials, a copy of which is included with the
Audited Financials.
4.2.2 The Company has previously provided to Allied a true and
complete copy of the preliminary unaudited consolidated and consolidating
balance sheet of the Company and its Subsidiaries as at June 30, 2003 and the
related preliminary unaudited consolidated and consolidating statements of
income and cash flow of the Company and its subsidiaries for the twelve month
period then ended (the "Interim Financials"). Except for the items of possible
audit adjustment set forth on Schedule 4.2, the Interim Financials were prepared
in accordance with GAAP (except that footnotes are omitted), are true and
correct in all material respects and fairly present the Company's and each of
its Subsidiaries' operations and their cash flows at such date and for the
period then ended.
4.3 AUTHORITY, ETC. The execution and delivery by the Company of
this Amendment and the performance by the Company of all of its agreements and
obligations under this Amendment, the Purchase Agreement and the Collateral
Documents (i) are within the corporate authority of the Company, (ii) have been
duly authorized by all necessary corporate proceedings by the Company, (ii) do
not conflict with or result in any breach or contravention of any provision of
law, statute, rule or regulation to which the Company is subject or any
judgment, order, writ, injunction, license or permit applicable to the Company,
and (iv) do not conflict with any provision of the corporate charter or by-laws
of, or any agreement or other instrument binding upon, the Company.
4.4 ENFORCEABILITY OF OBLIGATIONS. This Amendment, the Purchase
Agreement, the Amended Note and the Amended Warrant constitute the legal, valid
and binding obligations of the Company, enforceable against it in accordance
with their respective terms.
4.5 COLLATERAL DOCUMENTS; SECURITY INTERESTS. All filings and
other actions necessary to perfect and protect the security interest in the
Collateral created in favor of WMF under the Collateral Documents, and
transferred to Allied pursuant to the Assignment, have been duly made or taken,
and are in full force and effect, and the Collateral Documents create in favor
of Allied a valid and, together with such filings and other actions, perfected
second priority security interest in the Collateral, securing the payment of the
Company's obligations under this Amendment, the Purchase Agreement and under the
Amended Note. The Company is the legal and beneficial owner of the Collateral
free and clear of any Lien, except for the liens and security interests created
or permitted under the Senior Credit Agreement and the Purchase Agreement, as
amended by this Amendment.
4.6 NO DEFAULT. After giving effect to this Amendment, no default
or Event of Default exists under the Agreement or the Note.
Amendment No. 4 to Securities Purchase Agreement
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ARTICLE V
AFFIRMATION OF GUARANTY
5.1 AFFIRMATION OF GUARANTY. For purposes of the Guaranty, by
their respective signatures below, each Guarantor hereby consents and agrees to
the entering into of this Amendment and acknowledges and affirms that the
Guaranty (as amended, modified or supplemented prior to the date hereof) remains
in full force and effect in accordance with its terms on the date hereof and
after giving effect to this Amendment.
ARTICLE VI
ACKNOWLEDGEMENT
6.1 ACKNOWLEDGEMENT. The Company hereby acknowledges the
effectiveness of the Assignment and agrees that all rights and privileges that
previously inured to the benefit of WMF under the Purchase Agreement and all
documents and securities issued in connection therewith now inure to the benefit
of Allied, and all references to "Whitney", "WMF", "Purchaser" or "Holder"
contained therein shall be deemed to refer to Allied or its successors and
assigns.
ARTICLE VII
CONDITIONS TO EFFECTIVENESS
The effectiveness of this Amendment is conditioned upon the following:
7.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Company contained in Article IV hereof shall be true and
correct at and as of the Effective Date.
7.2 COMPLIANCE WITH THIS AMENDMENT AND THE PURCHASE AGREEMENT. The
Company shall have performed and complied with all of its agreements and
conditions set forth or contemplated herein or in the Purchase Agreement that
are required to be performed or complied with by the Company on or before the
Effective Date.
7.3 SECRETARY'S CERTIFICATES.
7.3.1 Allied shall have received a certificate from the
Company, dated the Effective Date and signed by the Secretary or an Assistant
Secretary of the Company, certifying (i) that the attached copies of the
Certificate of Incorporation and By-laws of the Company, and resolutions of the
Board of Directors of the Company approving this Amendment and the transactions
contemplated hereby are all true, complete and correct and remain unamended and
in full force and effect, and (ii) the incumbency and specimen signature of each
officer of the Company executing any Transaction Document to which it is a party
or any other document delivered in connection herewith and therewith on behalf
of the Company.
Amendment No. 4 to Securities Purchase Agreement
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7.3.2 Allied shall have received a certificate from each
Subsidiary of the Company that is a Guarantor, certifying (i) that the attached
copies of the Certificate of Incorporation and By-laws of such Subsidiary, and
the resolutions of the Board of Directors of such Subsidiary approving this
Amendment and the transactions contemplated hereby are all true, complete and
correct and remain unamended and in full force and effect, and (ii) the
incumbency and specimen signatures of each officer of such Subsidiary executing
this Amendment or any other document delivered in connection herewith on behalf
of the Subsidiary.
7.4 DOCUMENTS. Allied shall have received true, complete and
correct copies of (i) the SEC Reports of the Company and (ii) such agreements,
schedules, exhibits, certificates, documents, financial information and filings
as they may request in connection with or relating to the transactions
contemplated hereby, all in form and substance satisfactory to Allied.
7.5 PURCHASE OF SECURITIES PERMITTED BY APPLICABLE LAWS. The
consummation of the transactions contemplated hereby:
7.5.1 shall not be prohibited by any Requirement of Law,
7.5.2 shall not subject Allied to any penalty or other onerous
condition under or pursuant to any Requirement of Law, and
7.5.3 shall be permitted by all Requirements of Law to which
Purchaser or the transactions contemplated by or referred to herein are subject;
and Allied shall have received such certificates or other evidence as it may
reasonably request to establish compliance with this condition.
7.6 OPINION OF COUNSEL. Allied shall have received an opinion of
outside counsel to the Company and its Subsidiaries, dated as of the Effective
Date, relating to the transactions contemplated by or referred to herein, in
form and substance acceptable to Allied
7.7 APPROVAL OF COUNSEL TO ALLIED. All actions and proceedings
hereunder and all agreements, schedules, exhibits, certificates, financial
information, filings and other documents required to be delivered by the Company
and each of its Subsidiaries hereunder or in connection with the consummation of
the transactions contemplated hereby, and all other related matters, shall have
been in form and substance acceptable to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to Allied,
in its reasonable judgment (including, without limitation, the opinion of
counsel referred to in Section 7.6 hereof).
7.8 CONSENTS AND APPROVALS. All consents, exemptions,
authorizations, or other actions by, or notices to, or filings with,
Governmental Authorities and other Persons in respect of all Requirements of Law
and with respect to those Contractual Obligations of the Company and each of its
Subsidiaries necessary, desirable, or required in connection with the execution,
delivery or performance (including, without limitation, the payment of interest
on the Notes and the issuance of Common Stock upon the exercise of the Warrant)
by the Company, or enforcement against the Company, of the Transaction Documents
to which it is a party shall have
Amendment No. 4 to Securities Purchase Agreement
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been obtained and be in full force and effect, and Allied shall have been
furnished with appropriate evidence thereof, and all waiting periods shall have
lapsed without extension or the imposition of any conditions or restrictions.
7.9 REGISTRATION RIGHTS AGREEMENT. The Registration Rights
Agreement shall be in full force and effect.
7.10 PREEMPTIVE RIGHTS AGREEMENT. The Preemptive Rights Agreement
shall be in full force and effect.
7.11 COLLATERAL DOCUMENTS. Each Collateral Document shall be in
full force and effect.
7.12 NO MATERIAL JUDGMENT OR ORDER. There shall not be on the
Effective Date any judgment or order of a court of competent jurisdiction or any
ruling of any Governmental Authority or any condition imposed under any
Requirement of Law which, in the judgment of Allied, would prohibit the purchase
of the Securities hereunder or subject Allied to any penalty or other onerous
condition under or pursuant to any Requirement of Law if the Securities were to
be purchased hereunder.
7.13 GOOD STANDING CERTIFICATES. The Company shall have delivered
to Allied as of the Closing Date, good standing certificates for the Company and
each of its Subsidiaries for each of their respective jurisdictions of
incorporation.
7.14 NO LITIGATION. Except as set forth on Schedule 7.13, no
action, suit or proceeding before any court or any Governmental Authority shall
have been commenced or threatened, no investigation by any Governmental
Authority shall have been commenced and no action, suit or proceeding by any
Governmental Authority shall have been threatened against Allied, the Company or
any Subsidiary (i) seeking to restrain, prevent or change the transactions
contemplated hereby or questioning the validity or legality of any of such
transactions, or (ii) which would, if resolved adversely to Allied, Company or
any Subsidiary, severally or in the aggregate, materially and adversely affect
the Condition of the Company.
7.15 RECEIPT OF ADDITIONAL DOCUMENTS. Allied shall have received a
Guaranty duly executed and delivered by each Subsidiary of the Company organized
under the laws of any state or the District of Columbia of the United States of
America, other than such Subsidiaries that have previously executed the
Guaranty.
ARTICLE VIII
MISCELLANEOUS
8.1 CONTINUED EFFECTIVENESS. Notwithstanding anything contained
herein, the terms of this Amendment are not intended to and do not serve to
effect a novation as to the Purchase Agreement. The parties hereto expressly do
not intend to extinguish the Purchase Agreement. Instead, it is the express
intention of the parties hereto to reaffirm the indebtedness
Amendment No. 4 to Securities Purchase Agreement
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created under the Purchase Agreement (including, without limitation, the Note)
and the other documents contemplated thereby and to reaffirm the rights and
obligations contained therein. The Purchase Agreement as amended hereby and each
of the other documents contemplated thereby shall remain in full force and
effect. Except as herein amended, the Purchase Agreement shall remain unchanged
and in full force and effect, and is hereby ratified in all respects. All of the
representations, warranties and covenants contained in the Purchase Agreement
and this Amendment shall survive the execution and delivery of this Amendment.
8.2 NOTICES. Notwithstanding anything to the contrary contained in
the Purchase Agreement, all notices, demands and other communications provided
for or permitted hereunder or under the Purchase Agreement shall be made in
writing and shall be by registered or certified first-class mail, return receipt
requested, facsimile, courier service or personal delivery:
(a) if to the Purchaser or Allied:
Allied Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇
(b) if to the Company:
Mercury Air Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Fax No. (▇▇▇)▇▇▇-▇▇▇▇
Amendment No. 4 to Securities Purchase Agreement
9
All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial overnight courier service; if mailed, five Business Days
after being deposited in the mail, postage prepaid; and if sent by facsimile,
when receipt is acknowledged.
8.3 RELEASE. As a material inducement to Allied to enter into this
Amendment and to modify the Securities Purchase Agreement and the Note in the
manner described herein, Company hereby represents and warrants to Allied that,
as of the date of the Company's execution of this Amendment, the Company has no
rights of setoff, defenses, claims or counterclaims against Allied or WMF in
connection with the Note. The Company, for itself and for its successors,
assigns, officers, directors, partners, shareholders, affiliates, parents and
subsidiaries, hereby releases, waives and forever discharges, and agrees not to
assert affirmatively or use as a defense in an action by Allied to enforce its
rights under this Amendment, the Note, the Warrant, the Collateral Documents or
any other documents executed in connection herewith and therewith any claim,
counterclaim, cause of action, right of offset or other right it or they may
have (whether known or unknown, actual or potential) against Allied arising out
of or relating to facts or circumstances existing or occurring before such date.
8.4 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This
Amendment shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto.
8.5 REFERENCES. Any reference to the Purchase Agreement contained
in any notice, requisite, certificate, or other document executed concurrently
with or after the execution and delivery of this Amendment shall be deemed to
include the amendments contained in this Amendment unless the context shall
otherwise require.
8.6 SIGNATURES; COUNTERPARTS. Facsimile transmissions of any
executed original document and/or retransmission of any executed facsimile
transmission shall be deemed to be the same as the delivery of an executed
original. At the request of any party hereto, the other parties hereto shall
confirm facsimile transmissions by executing duplicate original documents and
delivering the same to the requesting party or parties. This Amendment may be
executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
8.7 HEADINGS. The headings in this Amendment are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
8.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED
IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.
Amendment No. 4 to Securities Purchase Agreement
10
8.9 SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.
{Signatures on following pages.}
Amendment No. 4 to Securities Purchase Agreement
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers hereunto duly authorized as
of the date first above written.
MERCURY AIR GROUP, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: [ILLEGIBLE]
ALLIED CAPITAL CORPORATION
By: /s/ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III
---------------------------------
Name: G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III
Title: Managing Directors
GUARANTORS:
MERCFUEL, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
MAYTAG AIR CRAFT CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP Finance
MERCURY AIRCARGO, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP Finance
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO PURCHASE AGREEMENT]
Amendment No. 4 to Securities Purchase Agreement
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AEG FINANCE CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
MERCURY AIR CENTERS, INC.
(F/K/A ▇▇▇▇▇▇▇ FLYING SERVICES, INC.)
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
HERMES AVIATION, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
VULCAN AVIATION, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
JUPITER AIRLINE AUTOMATION SERVICES,
INC.
(F/K/A ▇▇▇▇ ▇▇▇▇▇ AND ASSOCIATES, INC.)
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
MERCURY ACCEPTANCE CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
EXCEL CARGO, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Secretary
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO PURCHASE AGREEMENT]
Amendment No. 4 to Securities Purchase Agreement
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MERCURY AIR CENTER-BIRMINGHAM, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-BAKERSFIELD, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-BURBANK, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-FRESNO, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-LOS ANGELES, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-ONTARIO, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-SANTA ▇▇▇▇▇▇▇
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO PURCHASE AGREEMENT]
Amendment No. 4 to Securities Purchase Agreement
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MERCURY AIR CENTER-▇▇▇▇▇▇▇▇▇▇, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-PEACHTREE-
DEKALB, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-FT. ▇▇▇▇▇, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-▇▇▇▇▇▇▇, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-RENO, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-TULSA, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-CHARLESTON, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO PURCHASE AGREEMENT]
Amendment No. 4 to Securities Purchase Agreement
15
MERCURY AIR CENTER-▇▇▇▇▇ ISLAND, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-NASHVILLE, LLC
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: Manager
MERCURY AIR CENTER-ADDISON, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-CORPUS ▇▇▇▇▇▇, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
MERCURY AIR CENTER-LONG BEACH, INC.
By: /s/ [ILLEGIBLE]
---------------------------------
Name: [ILLEGIBLE]
Title: VP
[SIGNATURE PAGE TO AMENDMENT NO. 4 TO PURCHASE AGREEMENT]
Amendment No. 4 to Securities Purchase Agreement
16