EXHIBIT 10.4
November 28, 2000
KAV Inventory, LLC
c/o Aviation Sales Company
3601 Flamingo Road
Miramar, FL 33307
Gentlemen:
Reference is made to that certain Inventory Purchase Agreement (the
"Inventory Purchase Agreement") dated September 20, 2000 among KAV Inventory,
LLC ("KAV"), Aviation Sales Company ("AVS") and Aviation Sales Distribution
Services Company (the "Company"). Capitalized terms used herein but not
otherwise defined herein shall have the meanings given to them in the Inventory
Purchase Agreement.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned agree that the Inventory Purchase
Agreement is hereby amended as follows:
1. The definition of "Purchased Inventory" is hereby amended to
exclude, and the term "Excluded Assets" is hereby amended to
include:
(a) the inventory of the Company described on
Supplemental Schedule 2.1(b) attached hereto, constituting
inventory subject to the agreements set forth on Supplemental
Schedule 2.1(b) to which the Company is a party (collectively,
the "Special Consigned Inventory"); and
(b) the aircraft engines set forth on Supplemental
Schedule 2.1(b)-1 attached hereto.
The Company shall at Closing consign the Special Consigned
Inventory to Kellstrom pursuant to the form of Inventory
Consignment Agreement attached to the Cooperation Agreement as
Exhibit B (the "Special Consigned Inventory Consignment
Agreement").
2. The penultimate sentence of Section 2.3 of the Inventory
Purchase Agreement is hereby amended to read as follows:
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"The Purchase Price shall be an amount equal to eighty-nine
percent (89%) of the Adjusted Book Value (as hereinafter
defined) of the Purchased Inventory as of the Closing Date."
3. Section 2.4 of the Inventory Purchase Agreement shall be
amended by deleting subsection (ii)(b) therefrom and
substituting the following therefor:
"(b) Thirteen Million Seven Hundred Thousand Dollars
($13,700,000.00)."
4. The parties acknowledge that the Borrower Letter of Credit
referenced in Exhibit J to the Inventory Purchase Agreement
shall equal Six Million Five Hundred Thousand Dollars
($6,500,000.00) in the case of Kellstrom and Eight Million
Five Hundred Thousand Dollars ($8,500,000.00) in the case of
AVS, and any draws under such letters of credit shall be made
based on the proportion that each of their initial letter of
credit amounts bears to Fifteen Million Dollars
($15,000,000.00).
5. If, within thirty (30) days after the Closing Date the agent
under the Senior Credit Facility shall not have received from
the Company a fully executed bailee acknowledgment agreement
in substantially the form attached hereto as Exhibit 5-1 with
respect to such of the Purchased Inventory as is then in the
possession of Air India, Ltd. in India, then, within five (5)
days after the last day of such thirty (30) day period, (i)
the sum of $1,377,677 shall be treated as a Cash Difference
and repaid to the lenders in accordance with Section
2.5(d)(i), and (ii) the notes referenced in Section 2.5(d)
shall be issued to the relevant parties. The foregoing shall
not supercede the application of the provisions of Section
2.5(d) with respect to the Actual Purchase Price adjustment
contemplated by Section 2.5.
6. Section 2.8 is hereby amended to add the following sentence at
the end thereof:
"The Closing shall be deemed to have occurred at 12:01 a.m.,
Fort Lauderdale, Florida time on the day that the Estimated
Purchase Price is paid."
Except as otherwise expressly set forth herein, the Inventory Purchase
Agreement continues to remain in full force and effect. Please confirm your
acknowledgment, agreement and acceptance of the foregoing by signing where
indicated below.
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AVIATION SALES COMPANY
By: /s/ Dale S. Baker
---------------------------------
Dale S. Baker, Chairman and
Chief Executive Officer
AVIATION SALES DISTRIBUTION
SERVICES COMPANY
By: /s/ Benito Quevedo
---------------------------------
Benito Quevedo, President
Acknowledged, Agreed and Accepted:
KAV INVENTORY L.L.C.
By: /s/ Benito Quevedo
--------------------------------
Benito Quevedo, Manager
By: /s/ Michael Brant
--------------------------------
Michael Brant, Manager
KELLSTROM INDUSTRIES, INC.
By: /s/ Zivi R. Nedivi
--------------------------------
Zivi R. Nedivi
President and Chief Executive Officer
