EXHIBIT 10.8
December 1, 2000
To the Agent, Syndication Agent, Security Trustee and Lenders
Party to the Loan Agreement (as defined below)
Ladies and Gentlemen:
Reference is made to that certain Loan and Security Agreement of even
date herewith (the "Loan Agreement") among KAV Inventory, LLC, Bank of America,
N.A. (in its capacity as agent, the "Agent" and in its capacity as security
trustee, the "Security Trustee"), Banc of America Securities LLC (in its
capacity as lead arranger and syndication agent, the "Syndication Agent"), and
the financial institutions party thereto from time to time (collectively, the
"Lenders"). All capitalized terms used and not defined herein shall have the
meaning ascribed to such terms in the Loan Agreement.
To induce the Lenders to enter into the Loan Agreement:
1. Xxxxxxxxx and AVS hereby agree that, until payment in full of all
amounts outstanding under the Loan Agreement and the termination of commitments
to extend credit thereunder, any expenses paid or payable by Borrower, other
than the Excluded Expenses (as defined below), in excess of the applicable KAV
Cap (each such expense, an "Excess KAV Expense"), shall be contributed equally
by each of the members of Borrower, in order to allow Borrower to pay such
expenses, in accordance with Section 7.03 of the Operating Agreement and subject
to the Subordination Agreement related thereto. For purposes of this letter
agreement, "Excluded Expenses" shall mean, (A) the Purchase Price (as defined in
the Inventory Purchase Agreement), (B) any Consignee Commission (as defined in
the Consignment Agreement), (C) any Reimbursable Expenses (as defined in the
Consignment Agreement), (D) any amounts payable for purchases of parts by
Borrower under the Consignment Agreement, (E) any amounts payable to Xxxxxxxxx,
as consignee, from insurance proceeds received under the Consignment Agreement
and (F) obligations of the Borrower under the Loan Documents (except for (i) any
administration fees owed by Borrower pursuant to the Fee Letter and (ii) any
post-closing legal fees or expenses or fees or expenses relating to appraisals,
audits or examinations owed under the Loan Documents). The Agent, the Security
Trustee and the Syndication Agent acknowledge that the provisions of AVS' senior
credit facility and Xxxxxxxxx'x senior credit facility contain certain
limitations on the payment by them of Excess KAV Expenses.
2. Xxxxxxxxx, AVS and Aviation Sales Distribution Services Company
("ASD") hereby agree that, until payment in full of all amounts outstanding
under the Loan Agreement and the termination of commitments to extend credit
thereunder, (i) the Cooperation Agreement shall not be amended or terminated
without the prior written consent of the Agent and (ii) Borrower and the
Agent shall be intended third party beneficiaries of the Cooperation Agreement.
3. The occurrence of any of the following shall constitute an event of
default hereunder and an Event of Default pursuant to Section 11.1 (u) of the
Loan Agreement:
(a) a default by any of Xxxxxxxxx, AVS or ASD in the
observance or performance of their covenants and agreements contained
in paragraph (1) hereof and the continuance of such default for a
period of five (5) business days after the due date of the related
Excess KAV Expense, notwithstanding the limitations on the payment
thereof referenced in the last sentence of paragraph (1) hereof; or
(b) a default by any of Xxxxxxxxx, AVS or ASD in the
observance or performance of their covenants and agreements contained
in paragraph (2) hereof.
This agreement shall be interpreted and the rights and liabilities of the
undersigned and each addressee hereof shall be determined in accordance with the
internal laws (as opposed to the conflict of laws provisions) of the State of
Georgia.
Very truly yours,
XXXXXXXXX INDUSTRIES, INC.
By: /s/
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Name:
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Title:
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AVIATION SALES COMPANY
By: /s/
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Name:
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Title:
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AVIATION SALES DISTRIBUTION SERVICES
COMPANY
By: /s/
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Name:
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Title:
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ACKNOWLEDGED:
BANK OF AMERICA, N.A., as Agent and
Security Trustee
By: /s/
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Name:
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Title:
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Banc of America Securities LLC,
as Syndication Agent
By: /s/
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Name:
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Title:
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