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Forbearance Letter May 31, 2000

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: August 16, 2001
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August 16, 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")


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.

Pursuant to the terms of the Credit Agreement, an Event of Default has occurred pursuant to Section 12.01(e)(i) as a result of the Parent's failure to make the scheduled interest payment due with respect to the Senior Subordinated Notes on the due date therefor, August 15, 2001, and pursuant to Section 12.01(e)(ii) with respect to the resultant cross-default occurring under the TROL Documents arising due to such failure to make such scheduled interest payment.

The Parent and Borrowers have requested that the Lenders and Citicorp USA, Inc., as holder of the Supplemental Term Loan Note (the "Term Note Holder"), waive or forbear from exercising their rights and remedies with respect to the aforesaid Events of Default.

The Term Note Holder, the Lenders signatory hereto constituting at least the Requisite Lenders, and the Issuing Bank hereby agree, subject to the satisfaction of the conditions set forth below, that none of the Term Note Holder, Lenders or Issuing Bank will, during the period commencing on the date hereof and ending on September 12, 2001 (the "Forebearance Period"), exercise any rights and remedies available to them under the Supplemental Term Loan Note, the Credit Agreement or other Loan Documents arising due to the occurrence of the two Events of Default identified above; provided, however, that (i) in the
-------- ------- event the interest payment due on August 15, 2001 with respect to the Senior Subordinated Notes is to be made on the date hereof or any date thereafter, the provisions of Section 12.01(q) of the Credit Agreement shall be effective with respect to such payment and the terms of this letter shall not be deemed to have waived any requirement thereunder with respect to any such payment and (ii) the right of the Lenders and/or Term Note Holder to issue a "Payment Blockage Notice" under the terms of the Indenture pursuant to which the Senior Subordinated Notes have been issued, whether as a result of the occurrence of the above-referenced Events of Default or otherwise, shall not be affected by this letter.

The aforesaid agreement is expressly conditioned upon satisfaction of the following conditions:

(1) obligees under the TROL Documents shall have either agreed not to exercise their rights and remedies under the TROL Documents with respect to like defaults occurring under the TROL Documents during the Forebearance Period or waived the same on terms satisfactory to the Agent and no other consents, approvals or waivers with respect to the agreements entered into in connection with the above-described Events of Default, which have not been obtained, shall be required under the terms of the Borrowers' and Guarantors' respective material Contractual Obligations;

(2) the Term Note Holder, the Lenders constituting at least the Requisite Lenders, the Issuing Bank, the Borrowers and Guarantors shall have executed and delivered this letter to the Agent;

(3) the Borrowers shall have reimbursed the Agent for the expenses identified on Exhibit A attached hereto and made a part hereof;

(4) the Borrowers and Guarantors shall have executed and delivered to the Agent, for the benefit of the Term Note Holder, the Lenders, Issuing Bank and other Holders, a release agreement in the form attached hereto as Exhibit B; and

(5) no other Event of Default or Potential Event of Default shall have occurred of which the Agent, any Lender or the Issuing Bank shall become aware during the Forbearance Period or shall occur during the Forbearance Period and no holder of the Senior Subordinated Notes, the trustee under the Indenture under which the Senior Subordinated Notes were issued, any obligee under the TROL Documents (or Person acting on any such obligee's behalf) or any other agent or lender under any credit facility for the Borrowers or Guarantors shall have commenced the exercise of any remedies with respect to any default or event of default with respect thereto.

Except as expressly set forth above, (a) the execution and delivery of this letter shall in no way affect any right, power or remedy of (i) 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 or (ii) the Term Note Holder, with re
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