Note Modification Agreement by and among Aviation Sales Distribution Services Company, Affiliates, and Citicorp USA, Inc.

Summary

This agreement, dated September 7, 2001, is between several affiliated companies (the Borrowers) and Citicorp USA, Inc. (the lender). It modifies an existing term loan note, clarifying that no collateral securing the loan may be released without the lender's written consent. The agreement supplements the original loan note, which otherwise remains unchanged. Guarantors reaffirm their guarantees and confirm that all necessary approvals have been obtained. The agreement is governed by New York law.

EX-10.6 8 dex106.txt NOTE MODIFICATION AGREEMENT Exhibit 10.6 NOTE MODIFICATION AGREEMENT THIS NOTE MODIFICATION AGREEMENT (the "Agreement") is made as of this 7th day of September, 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/Kratz-Wilde Machine Company ("Kratz-Wilde"), 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 and that certain letter agreement dated April 17, 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 the release of security therefor. NOW, THEREFORE, in consideration of the foregoing premises and the terms and conditions herein, the parties hereto agree that no "Collateral" (as defined in the Credit Agreement) may be released without the written consent of the Holder 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. Note Modification Agreement #2 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 /s/ By /s/ -------------------------- ----------------------- Name: Name Title: Title: AVS/M-2, INC. WHITEHALL CORPORATION By /s/ By /s/ -------------------------- ----------------------- Name: Name Title: Title: TRIAD INTERNATIONAL MAINTENANCE AVS/M-3, INC. CORPORATION By/s/ By /s/ -------------------------- ----------------------- Name: Name Title: Title: Signature Page 1 AIRCRAFT INTERIOR DESIGN, INC. AVS/CAI, INC. By /s/ By /s/ -------------------------- ----------------------- Name: Name Title: Title: TIMCO ENGINE CENTER, INC. AVIATION SALES LEASING COMPANY By /s/ By /s/ ------------------------- ----------------------- Name: Name Title: Title: Acknowledged as of the 7th day of September, 2001 CITICORP USA, INC. By /s/ ------------------------- Name: Title: Signature Page 2 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. AVS/M-1, INC. AVIATION SALES PROPERTY MANAGEMENT CORP. By /s/ By /s/ -------------------------- ------------------------- Name: Name: Title: Title: AVIATION SALES FINANCE COMPANY AERO HUSHKIT CORPORATION By /s/ By /s/ -------------------------- ------------------------- Name: Name: Title: Title: TIMCO ENGINEERED SYSTEMS, INC. HYDROSCIENCE, INC. By /s/ By /s/ -------------------------- ------------------------- Name: Name: Title: Title: AVIATION SALES MAINTENANCE, AVIATION SALES SPS I, INC. REPAIR & OVERHAUL COMPANY By /s/ By /s/ ------------------------- ----------------------- Name: Name: Title: Title: Signature Page 3 AVIATION SALES COMPANY AVSRE, L.P. by Aviation Sales Property Management Corp., as General Partner By /s/ By /s/ -------------------------- ------------------------- Name: Name: Title: Title: Signature Page 4