NOTE MODIFICATION AGREEMENT
THIS NOTE MODIFICATION AGREEMENT (the "Agreement") is made as of this
27th day of November, 2001, by and among AVIATION SALES DISTRIBUTION SERVICES
COMPANY, a Delaware corporation ("Distribution"), AEROCELL STRUCTURES, INC., an
Arkansas corporation ("Aerocell"), AVS/M-2, INC., a Delaware corporation
(formerly known as AVS/▇▇▇▇▇-▇▇▇▇▇ Machine Company ("▇▇▇▇▇-▇▇▇▇▇"), WHITEHALL
CORPORATION, a Delaware corporation ("Whitehall"), TRIAD INTERNATIONAL
MAINTENANCE CORPORATION, a Delaware corporation ("TIMCO"), AVS/M-3, INC., an
Arizona corporation (formerly known as Apex Manufacturing, Inc.) ("Apex"),
AVS/CAI, INC., a Florida corporation (formerly known as Caribe Aviation, Inc.),
AIRCRAFT INTERIOR DESIGN, INC., a Florida corporation ("Design"), AVIATION SALES
LEASING COMPANY, a Delaware corporation ("Leasing"), TIMCO ENGINE CENTER, INC.,
a Delaware corporation ("TIMCO Engine"), (each also known individually as a
"Borrower" and collectively as the "Borrowers"), and CITICORP USA, INC., a
Delaware corporation ("CUSA").
PRELIMINARY STATEMENT
A. The Borrowers are joint and several obligors on that certain
Amended and Restated Term Loan Note, dated May 31, 2000, as modified by that
certain Note Modification Agreement dated as of February 14, 2001, that certain
letter agreement dated April 17, 2001, and that certain Note Modification
Agreement dated as of September 7, 2001 (the "Supplemental Term Loan Note"),
executed by the Borrowers and made payable to the order of CUSA. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Supplemental Term Loan Note.
B. The Borrowers have agreed to modify the Supplemental Term Loan
Note to confirm the agreements between the Borrower and Holder of the
Supplemental Term Loan Note with respect to payments of principal owing
thereunder.
NOW, THEREFORE, in consideration of the foregoing premises and the
terms and conditions herein, the parties hereto agree that no amortization of
the principal amount of the Supplemental Term Loan Note shall be required to be
made on the 14th day of each calendar month during the period January 14, 2002
through June 14, 2002 and that the principal amount of the Supplemental Term
Loan Note outstanding on the date hereof shall be due and payable on July 31,
2002, unless otherwise accelerated in accordance with the terms of the
Supplemental Term Loan Note.
It is expressly understood and agreed by the parties hereto that this
Agreement merely supplements the terms of the Supplemental Term Loan Note as
referenced herein, and is in no way to constitute a novation of the Supplemental
Term Loan Note. Except as expressly provided herein, all terms and provisions
of the Supplemental Term Loan Note shall remain and continue in full force and
effect.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
This Agreement 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.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto on the date and year first above written.
AVIATION SALES DISTRIBUTION AEROCELL STRUCTURES, INC.
SERVICES COMPANY
By By
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Name: Name:
Title: Title:
AVS/M-2, INC. WHITEHALL CORPORATION
(formerly AVS/▇▇▇▇▇-▇▇▇▇▇ Machine Company)
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
TRIAD INTERNATIONAL MAINTENANCE AVS/M-3, INC.
CORPORATION (formerly Apex Manufacturing, Inc.
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVS/CAI, INC. AIRCRAFT INTERIOR DESIGN, INC.
(formerly Caribe Aviation, Inc.)
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVIATION SALES LEASING COMPANY TIMCO ENGINE CENTER, INC.
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
Acknowledged as of the 27th
day of November, 2001
CITICORP USA, INC.
By
--------------------------------
Name:
Title:
The terms and conditions of the aforesaid Note Modification Agreement are hereby
acknowledged and accepted by each of the undersigned guarantors of the payment
and performance of the Supplemental Term Loan Note and each such guarantor
hereby reaffirms its 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.
AVIATION SALES COMPANY AERO HUSHKIT CORPORATION
By By
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Name: Name:
Title: Title:
AVIATION SALES PROPERTY AVIATION SALES SPS I, INC.
MANAGEMENT CORP.
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVS/M-1, INC. AVSRE, L.P.
(formerly Aviation Sales Manufacturing By Aviation Sales Property Management
Company) Corp., as General Partner
AVIATION SALES FINANCE COMPANY HYDROSCIENCE, INC.
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
AVIATION SALES MAINTENANCE, TIMCO ENGINEERED SYSTEMS, INC.
REPAIR & OVERHAUL, INC.
By By
-------------------------------- -------------------------------
Name: Name:
Title: Title:
