EXHIBIT 10.2
CONSENT
August 13, 2001
Aviation Sales Company
and Subsidiaries
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Chief Financial Officer
Re: Fourth Amended and Restated Credit Agreement dated as of May 31,
2000, as amended (the "Credit Agreement")
Gentlemen:
Reference is made to the Credit Agreement and all capitalized terms
used herein which are defined in the Credit Agreement shall have the meanings
herein as therein assigned.
You have requested that the due date for delivery of the management
letter from your independent accountants set forth in Section 8.01(e) of the
Credit Agreement be deferred to September 30, 2001.
The undersigned Xxxxxxx, representing at least the Requisite Lenders,
hereby consent to the extension of such due date to September 30, 2001; provided
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that (i) obligees under the TROL Documents shall have consented, by August 13,
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2001, to the extension of such delivery date to September 30, 2001, and (ii) the
Borrowers and Guarantors acknowledge and agree to the terms of this Consent on
August 13, 2001, where referenced below.
Except as consented to as expressly set forth above, (a) the execution
and delivery of this Consent shall in no way affect any right, power or remedy
of the Agent, Lenders or Issuing Banks with respect to any Event of Default or
Potential Event of Default or constitute a waiver of any provision of the Credit
Agreement or any of the other Loan Documents and (b) the Credit Agreement, the
other Loan Documents, and, in each instance, all other documents, instructions,
and agreements executed and/or delivered pursuant thereto and in connection
therewith shall remain in full force and effect and are hereby ratified and
confirmed.
This Consent may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the
same document. Delivery of an executed counterpart of this Consent by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.
THIS CONSENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, this Consent has been duly executed and delivered
as of the day and year first written above.
CITICORP USA, INC. XXXXXX FINANCIAL, INC.
By /s/ Xxxxx X. Xx Xxxxx By /s/ Xxxxxx X. Xxxxxxx
----------------------------- ------------------------------
Name: Xxxxx X. Xx Xxxxx Name: Xxxxxx X. Xxxxxxx
Title: Vice President Title: Vice President
NATIONAL CITY COMMERCIAL SALOMON BROTHERS HOLDING
FINANCE, INC. COMPANY INC.
By /s/ Xxxxxxx X. Xxxxxx By /s/
----------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxx Name:
Title: Vice President Title:
FIRST UNION COMMERCIAL BANK OF AMERICA, N.A.
CORPORATION
By /s/ Xxx X. Xxxxxxxx By
----------------------------- ------------------------------
Name: Xxx X. Xxxxxxxx Name:
Title: Senior Vice President Title:
FIRSTAR BANK, N.A. AMSOUTH BANK
By /s/ Xxxxxx X. Xxxxxxxx By /s/ Xxxxx X. Xxxxxx
----------------------------- ------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Attorney-in-Fact
THE INTERNATIONAL BANK OF ARK CLO 2000-I, LIMITED
MIAMI, N.A. By: Patriarch Partners, LLC, as
Collateral Manager
By /s/ Xxxxxxx Xxxxxxxxx By /s/ Xxxx Xxxxxx
----------------------------- ------------------------------
Name: Xxxxxxx Xxxxxxxxx Name: Xxxx Xxxxxx
Title: Vice President Title: Authorized Signatory
PNC BANK NATIONAL ASSOCIATION CITIZENS BUSINESS CREDIT
COMPANY
By /s/ Xxxxxxxx Xxxx By /s/ Xxxxxxxx X. Xxxxxx
--------------------------------- ------------------------------
Name: Xxxxxxxx Xxxx Name: Xxxxxxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President
TCS EUROPEAN INVESTMENTS INC. TRAVELERS EUROPEAN INVESTORS
LLC
By /s/ Xxxx Xxxxxxx By /s/ Xxxx Xxxxxxx
--------------------------------- ------------------------------
Name: Xxxx Xxxxxxx Name: Xxxx Xxxxxxx
Title: Citibank International plc Title: Citibank International plc
Special Situation Group Special Situation Group
as investment advisor to as investment advisor to
TCS European Investments, Inc. Travelers European
Investors LLC
GOLDEN TREE HIGH YIELD PARTNERS L.P.
By /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Partner
The terms and conditions of the aforesaid Consent are hereby acknowledged and
accepted by each of the Borrowers and Guarantors and each Borrower and Guarantor
hereby represents and warrants that no consents, approvals or waivers with
respect to the agreements entered into in connection with the Consent, which
have not been obtained, are required under the terms of the Borrowers' and
Guarantors' respective material Contractual Obligations.
AVIATION SALES DISTRIBUTION AEROCELL STRUCTURES, INC.
SERVICES COMPANY
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
--------------------------- -----------------------
Name: Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
AVS/M-1, INC. WHITEHALL CORPORATION
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
--------------------------- -----------------------
Name: Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
TRIAD INTERNATIONAL MAINTENANCE AVS/M-2, INC.
CORPORATION
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
--------------------------- -----------------------
Name: Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
AIRCRAFT INTERIOR DESIGN, INC. CAI/AVI, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
--------------------------- -----------------------
Name: Xxxxxxx X. Xxxxx Name Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
AVIATION SALES COMPANY AVIATION SALES LEASING COMPANY
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
TIMCO ENGINE CENTER, INC. AVS/M-3, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
AVIATION SALES SPS I, INC. AVIATION SALES PROPERTY
MANAGEMENT CORP.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
AVIATION SALES FINANCE COMPANY AERO HUSHKIT CORPORATION
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
TIMCO ENGINEERED SYSTEMS, INC. HYDROSCIENCE, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
-------------------------- ------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
AVIATION SALES MAINTENANCE, REPAIR AVSRE, L.P.
& OVERHAUL, INC. By Aviation Sales Property Management
Corp., as General Partner
By /s/ Xxxxxxx X Xxxxx By /s/ Xxxxxxx X Xxxxx
-------------------------- --------------------------
Name: Xxxxxxx X Xxxxx Name: Xxxxxxx X Xxxxx
Title: Vice President Title: Vice President
cc: Xxxxxx Xxxxxx Xxxxx & Xxxx
Xxxxxxx, Xxxxxxxxxx & Xxxxxx, P.A.
