EXHIBIT 10.60
April 17, 2001
Aviation Sales Distribution Services Company
Aerocell Structures, Inc.
AVS/M-2, Inc.
Whitehall Corporation
Triad International Maintenance Corporation
AVS/M-3, Inc.
Caribe Aviation, Inc.
Aircraft Interior Design, Inc.
Aviation Sales Leasing Company
Timco Engine Center, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Re: Amended and Restated Term Loan Note, dated May 31, 2000, as
modified by Note Modification Agreement dated as of February 14,
2001 (the "Supplemental Term Loan Note")
Gentlemen:
Reference is made to (i) that certain Amendment No. 5 dated as of April
17, 2001 to Fourth Amended and Restated Credit Agreement dated as of May 31,
2000 (the "Credit Agreement Amendment") and (ii) the Supplemental Term Loan Note
and capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Supplemental Term Loan Note.
The undersigned, as holder of the Supplemental Term Loan Note, hereby
agrees, upon the Borrowers' acknowledgment and acceptance of this letter as
provided below, that, notwithstanding the terms of the Supplemental Term Loan
Note, the payments of installments of principal required to be made in
accordance with the terms of the Supplemental Term Loan Note during the period
commencing on June 14, 2001 and ending on December 14, 2001 shall be due and
payable on the earlier to occur of (i) the date on which payment of such
principal installments under the Supplemental Term Loan Note are permitted to be
made pursuant to the provisions of Section 1.3 of the Credit Agreement Amendment
or (ii) July 31, 2002.
Except as expressly provided herein, all terms and provisions of the
Supplemental Term Loan Note shall remain and continue in full force and effect.
The execution, delivery and effectiveness of this letter shall not operate as a
waiver of any right, power or remedy of the holder of the Supplemental Term Loan
Note, nor constitute a waiver of any provision contained therein, except as
specifically set forth herein.
THE AGREEMENT EVIDENCED BY THIS LETTER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
This letter and the acknowledgment and acceptance hereof by the
Borrowers may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
agreement. Delivery of an executed counterpart hereof by telecopier shall be
effective as delivery of a manually executed counterpart hereof.
CITICORP USA, INC.
By:
---------------------------------
Xxxxx X. Xxxxxxx
Vice President
The terms and conditions of the above letter are hereby acknowledged and
accepted by each of the undersigned Borrowers under and guarantors of the
payment and performance of the Supplemental Term Loan Note and each such
Borrower and guarantor hereby reaffirms its obligations under the Supplemental
Term Loan Note or guarantee of payment and performance of the aforesaid
Supplemental Term Loan Note and represents and warrants that no consents,
approvals or waivers with respect to the agreements set forth above, which have
not been obtained, are required under the terms of the undersigneds' respective
material contractual obligations. It is expressly understood and agreed by the
undersigned that the above letter merely modifies the payment date for certain
principal installments of the indebtedness evidenced by the Supplemental Term
Loan Note as set forth therein, is not payment for Supplemental Term Loan Note,
and is in no way to constitute a novation of the Supplemental Term Loan Note.
AVIATION SALES DISTRIBUTION AEROCELL STRUCTURES, INC.
SERVICES COMPANY
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVS/M-2, INC. WHITEHALL CORPORATION
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
2
TRIAD INTERNATIONAL MAINTENANCE AVS/M-3, INC.
CORPORATION
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AIRCRAFT INTERIOR DESIGN, INC. CARIBE AVIATION, INC.
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
TIMCO ENGINE CENTER, INC. AVIATION SALES LEASING COMPANY
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVS/M-1, INC. AVIATION SALES PROPERTY
MANAGEMENT CORP.
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVIATION SALES FINANCE COMPANY AERO HUSHKIT CORPORATION
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
3
TIMCO ENGINEERED SYSTEMS, INC. HYDROSCIENCE, INC.
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVIATION SALES MAINTENANCE, REPAIR AVIATION SALES SPS I, INC.
& OVERHAUL COMPANY
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVIATION SALES COMPANY AVSRE, L.P.
by Aviation Sales Property
Management Corp., as
General Partner
By: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
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