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Forbearance Letter December 17, 1998

This is an actual contract by Timco Aviation Services.

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Sectors: Transportation
Governing Law: New York, View New York State Laws
Effective Date: December 17, 1998
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EXHIBIT 10.3


August 16, 2001


Aviation Sales Company and Subsidiaries 3601 Flamingo Road Miramar, Florida 33027 Attn: Chief Financial Officer


Re: Participation Agreement dated as of December 17, 1998 (as
amended, the "Participation Agreement") by and among AVIATION
SALES COMPANY, a Delaware corporation ("Aviation Sales"), as
Construction Agent (the "Construction Agent"); AVIATION SALES
COMPANY, as Lessee (the "Lessee"); WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION, f/k/a First Security Bank, National
Association, a national banking association, not individually,
except as expressly stated in the Operative Agreements, but
solely as Owner Trustee under the Aviation Sales Trust 1998-1
(the "Owner Trustee"); BANK OF AMERICA, N.A., successor to
NationsBank, National Association ("Bank of America"), as a
Holder and as a Lender; BANK OF AMERICA, N.A., successor to
NationsBank, National Association, as Administrative Agent (the
"Agent"); each of the Holders party to the Trust Agreement (the
"Holders"); each of the Lenders party to the Credit Agreement
(the "Lenders"); and each of the Guarantors party to the Guaranty
Agreement (the "Subsidiaries").


Gentlemen:


All capitalized terms used herein without definition shall have the definition provided therefor in the Participation Agreement.


Events of Default have occurred pursuant to Sections 17.1(f) and 17.1(n) as a result of the failure of Aviation Sales to make a scheduled interest payment due with respect to the Senior Subordinated Notes on August 15, 2001.


Aviation Sales and its Subsidiaries have requested that the Owner Trustee, the Agent, the Lenders and the Holders forbear from exercising their rights and remedies with respect to the aforesaid Events of Default until September 12, 2001.


Aviation Sales and its Subsidiaries have further requested the consent of the Agent, the Owner Trustee, the Lenders and the Holders that the due date for the delivery of the management letter from their independent accountants as set forth in Section 28.1.1(e) of the Lease Agreement be extended to September 30, 2001.


1. Forbearance. The Agent, the Owner Trustee, the Lenders and the Holders
----------- hereby agree, subject to the satisfaction of the conditions set forth below and subject to


the limitations set forth below, that none of the Agent, the Owner Trustee, the Lenders or the Holders will, during the period commencing on the date hereof and ending on September 12, 2001 (the "Forbearance Period"), exercise any rights and remedies available to them under the Participation Agreement, the Credit Agreement, the Lease Agreement, or other Operative Agreements arising from an Event of Default under Section 17.1(f) or Section 17.1(n) of the Lease Agreement with respect to the failure of Aviation Sales to make a scheduled interest payment due on August 15, 2001 with respect to the Senior Subordinated Notes.


2. Consent. The Agent, the Owner Trustee, the Lenders and the Holders
------- hereby consent to an extension of time to deliver the management letter from their independent accountants, as required in Section 28.1.1(e) of the Lease Agreement, until September 30, 2001.


3. Limitations. The parties agree that: (i) the consent and forbearance
----------- described in this forbearance and consent letter do not constitute a waiver of any Default or Event of Default; (ii) all Operative Agreements are in full force and effect as of the date hereof; (iii) the forbearance described in this forbearance and consent letter shall terminate immediately if any noteholder under the Senior Subordinated Notes, the trustee under the Subordinated Debt Indenture, Citicorp as agent or any lender under the Citicorp Loan Documents, or any other agent or lender under any credit facility for Aviation Sales or any Subsidiary, commences to exercise any remedies with respect to any default or event of default under such facility.


Without limiting the generality of the foregoing, Aviation Sales and its Subsidiaries acknowledge that, pursuant to the Lease Agreement, they may not amend, modify or otherwise change any of the terms or provisions of the Subordinated Debt Indenture, the Senior Subordinated Notes or any other agreements or instruments executed in connection with the Senior Subordinated Notes, and that (as a condition to granting any consent to any such amendment, modification or change) the Agent, the Owner Trustee, the Lenders or the Holders may require additional consideration, including without limitation, the payment of a consent fee.


4. Conditions. The aforesaid forbearance and consent are expressly
---------- conditioned upon satisfaction of the following conditions:


a) the requisite parties under the Existing Aviation Sales Credit Agreement have executed that certain forbearance letter, dated as of the date hereof (the "Citicorp Forbearance Letter") with respect to events of default under sections 12.01(e)(i) and (ii) of the Existing Aviation Sales Credit Agreement, which Citicorp Forbearance Letter is attached hereto as Exhibit A;
---------


b) the requisite parties under the Existing Aviation Sales Credit Agreement have executed that certain consent, dated as of August 13, 2001 (the "Citicorp Consent") with respect to a corresponding ext
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