EXHIBIT 10(b)(ii)
April 27, 1999
Xx. XxXxxxx X. Xxxxxxx, Xx.
President and Chief Operating Officer
AERO INTERNATIONAL, L.L.C.
000 Xx. Xxxxxxx Xx.
Xxxxxx XX 00000
RE: Loan Agreement (the "Loan Agreement") dated as of June 30, 1998,
by and among Aero International, L.L.C. ("Borrower"), National
Canada Finance Corp., as Agent Bank, and the Lenders named
therein (the "Banks")
Dear Xx. Xxxxxxx:
The Banks acknowledge that the execution, delivery and performance by
the Borrower of the Agreement and Plan of Share Exchanges (the "Share Exchange
Agreement") and the consummation of the transaction contemplated thereby without
the prior or simultaneous (i) payment of all Debts of all Wholly-Owned
Subsidiaries, (ii) grant of first priority lien on all Inventory and Receivables
of such Wholly-Owned Subsidiaries, or (iii) addition of such Wholly- Owned
Subsidiaries as Additional Borrowers shall not, separately or in the aggregate,
constitute material default under the Loan Agreement; PROVIDED, THAT, nothing
contained herein shall constitute a waiver of any defaults under the Loan
Agreement nor shall anything contained herein affect the rights of the Banks to
require the fulfillment of the conditions contained in clauses (i), (ii) and
(iii) above pursuant to Sections 11.2.1.2, 11.2.1.3 and 11.2.1.4 of the Loan
Agreement or otherwise subsequent to the closing of the transactions
contemplated by the Share Exchange Agreement. By its signature hereto, the
Borrower and by signature to any Certificate of Additional Borrower pursuant to
Section 4.3 or otherwise of the Loan Agreement, all Additional Borrowers, now or
in the future, agree that the Banks shall, after the closing, have and maintain
the rights to require the fulfillment of the conditions contained in clauses
(i), (ii) and (iii) above pursuant to Sections 11.2.1.2, 11.2.1.3 and 11.2.1.4
of the Loan Agreement and the failure to fulfill such conditions when so
required shall constitute an Event of Default under the Loan Agreement unless
otherwise agreed in writing.
To the extent the Banks' written approval is required for the Share
Exchange Agreement and the transactions contemplated thereby under Section
11.1.3 of the Loan Agreement, this letter shall constitute such written
approval.
The Guaranties and, unless and until the Banks require the fulfillment
of the conditions contained in Sections 11.2.1.2, 11.2.1.3 or 11.2.1.4 of the
Loan Agreement as set forth in the first paragraph of this letter, the Debt and
the Liens shown on the attached schedule shall be permitted under the Loan
Agreement.
Xx. XxXxxxx X. Xxxxxxx, Xx.
President and Chief Operating Officer
AERO INTERNATIONAL, L.L.C.
April 27, 1999
Page 2
This letter constitutes a Loan Document under the Loan Agreement.
CITIZENS BUSINESS CREDIT, a division NATIONAL CANADA FINANCE CORP.
of Citizens Leasing Corporation
By: /s/ By: /s/
-------------------------------- --------------------------------
Name: Name:
Title: Title:
ACKNOWLEDGED AND AGREED:
AERO INTERNATIONAL, L.L.C.
By: /s/
--------------------------------
Name:
Title:
