Consent Letter to Extend Management Letter Delivery under Fourth Amended and Restated Credit Agreement (Aviation Sales Company and Lenders)

Summary

This consent letter, dated August 13, 2001, is between Aviation Sales Company and its subsidiaries, as borrowers and guarantors, and a group of lenders. The lenders agree to extend the deadline for Aviation Sales to deliver a management letter from its independent accountants, as required by their existing credit agreement, to September 30, 2001. The extension is conditional on other related parties also consenting by the same date. All other terms of the credit agreement remain unchanged and in effect.

EX-10.2 4 dex102.txt CONSENT LETTER EXHIBIT 10.2 CONSENT August 13, 2001 Aviation Sales Company and Subsidiaries 3601 Flamingo Road Miramar, Florida 33027 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 Lenders, representing at least the Requisite Lenders, hereby consent to the extension of such due date to September 30, 2001; provided -------- that (i) obligees under the TROL Documents shall have consented, by August 13, - ---- 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. HELLER FINANCIAL, INC. By /s/ Miles D. Mc Manus By /s/ Albert J. Forzano ----------------------------- ------------------------------ Name: Miles D. Mc Manus Name: Albert J. Forzano Title: Vice President Title: Vice President NATIONAL CITY COMMERCIAL SALOMON BROTHERS HOLDING FINANCE, INC. COMPANY INC. By /s/ Kathryn C. Ellero By /s/ ----------------------------- ------------------------------ Name: Kathryn C. Ellero Name: Title: Vice President Title: FIRST UNION COMMERCIAL BANK OF AMERICA, N.A. CORPORATION By /s/ Ron R. Ferguson By ----------------------------- ------------------------------ Name: Ron R. Ferguson Name: Title: Senior Vice President Title: FIRSTAR BANK, N.A. AMSOUTH BANK By /s/ Steven C. Gonzalez By /s/ Barry S. Renoco ----------------------------- ------------------------------ Name: Steven C. Gonzalez Name: Barry S. Renoco 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/ Caridad Errazquin By /s/ Lynn Tilton ----------------------------- ------------------------------ Name: Caridad Errazquin Name: Lynn Tilton Title: Vice President Title: Authorized Signatory PNC BANK NATIONAL ASSOCIATION CITIZENS BUSINESS CREDIT COMPANY By /s/ Meridith Fitz By /s/ Lawrence E. Jacobs --------------------------------- ------------------------------ Name: Meredith Fitz Name: Lawrence E. Jacobs Title: Assistant Vice President Title: Vice President TCS EUROPEAN INVESTMENTS INC. TRAVELERS EUROPEAN INVESTORS LLC By /s/ John Pickett By /s/ John Pickett --------------------------------- ------------------------------ Name: John Pickett Name: John Pickett 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/ Thomas H. Shondell --------------------------------- Name: Thomas H. Shondell 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/ Michael C. Brant By /s/ Michael C. Brant --------------------------- ----------------------- Name: Michael C. Brant Name Michael C. Brant Title: Vice President Title: Vice President AVS/M-1, INC. WHITEHALL CORPORATION By /s/ Michael C. Brant By /s/ Michael C. Brant --------------------------- ----------------------- Name: Michael C. Brant Name Michael C. Brant Title: Vice President Title: Vice President TRIAD INTERNATIONAL MAINTENANCE AVS/M-2, INC. CORPORATION By /s/ Michael C. Brant By /s/ Michael C. Brant --------------------------- ----------------------- Name: Michael C. Brant Name Michael C. Brant Title: Vice President Title: Vice President AIRCRAFT INTERIOR DESIGN, INC. CAI/AVI, INC. By /s/ Michael C. Brant By /s/ Michael C. Brant --------------------------- ----------------------- Name: Michael C. Brant Name Michael C. Brant Title: Vice President Title: Vice President AVIATION SALES COMPANY AVIATION SALES LEASING COMPANY By /s/ Michael C. Brant By /s/ Michael C. Brant -------------------------- ------------------------ Name: Michael C. Brant Name: Michael C. Brant Title: Vice President Title: Vice President TIMCO ENGINE CENTER, INC. AVS/M-3, INC. By /s/ Michael C. Brant By /s/ Michael C. Brant -------------------------- ------------------------ Name: Michael C. Brant Name: Michael C. Brant Title: Vice President Title: Vice President AVIATION SALES SPS I, INC. AVIATION SALES PROPERTY MANAGEMENT CORP. By /s/ Michael C. Brant By /s/ Michael C. Brant -------------------------- ------------------------ Name: Michael C. Brant Name: Michael C. Brant Title: Vice President Title: Vice President AVIATION SALES FINANCE COMPANY AERO HUSHKIT CORPORATION By /s/ Michael C. Brant By /s/ Michael C. Brant -------------------------- ------------------------ Name: Michael C. Brant Name: Michael C. Brant Title: Vice President Title: Vice President TIMCO ENGINEERED SYSTEMS, INC. HYDROSCIENCE, INC. By /s/ Michael C. Brant By /s/ Michael C. Brant -------------------------- ------------------------ Name: Michael C. Brant Name: Michael C. Brant 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/ Michael C Brant By /s/ Michael C Brant -------------------------- -------------------------- Name: Michael C Brant Name: Michael C Brant Title: Vice President Title: Vice President cc: Sidley Austin Brown & Wood Akerman, Senterfitt & Eidson, P.A.