Amendment and Consent Agreement No. 8 for
Lease Agreement and
Certain Other Operative Agreements
THIS AMENDMENT AND CONSENT AGREEMENT NO. 8 (this "Amendment Agreement")
is made and entered into as of the 19th of April, 2001, by and among AVIATION
SALES COMPANY, a Delaware corporation ("Aviation Sales"), as Construction Agent
(the "Construction Agent"); AVIATION SALES COMPANY, as Lessee (the "Lessee");
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 (defined below) (the "Holders");
each of the Lenders party to the Credit Agreement (defined below)(the
"Lenders"); and each of the Guarantors party to the Guaranty Agreement (defined
below).
W I T N E S S E T H:
WHEREAS, the Construction Agent, the Lessee, the Owner Trustee, the
Agent, the Lenders and the Holders have entered into the Participation Agreement
dated as of December 17, 1998 (as amended, the "Participation Agreement"); and
WHEREAS, the Owner Trustee, the Lenders and the Agent have entered into
the Credit Agreement dated as of December 17, 1998 (as amended, the "Credit
Agreement"); and
WHEREAS, the Holders and the Owner Trustee have entered into the
Amended and Restated Trust Agreement dated as of December 17, 1998 (as amended,
the "Trust Agreement"); and
WHEREAS, the Owner Trustee and the Lessee have entered into the Lease
Agreement dated as of December 17, 1998 (as amended, the "Lease" or "Lease
Agreement"); and
WHEREAS, Aviation Sales, Subsidiaries of Aviation Sales, and the Agent
have entered into the respective Guaranty Agreements (Series A Obligations)
dated as of December 17, 1998, February 18, 2000, March 31, 2000 or May 31,
2000, as the case may be, (collectively, the "Series A Guaranty Agreement"); and
the Subsidiaries of Aviation Sales and the Owner Trustee have entered into the
respective Guaranty Agreements (Lessee Obligations) dated as of December 17,
1998, February 18, 2000, March 31, 2000 or May 31, 2000, as the case may be,
(collectively, the "Lessee Guaranty Agreement", and collectively with the Series
A Guaranty Agreement and any other Guaranty Agreement (as defined in the
Participation Agreement), the "Guaranty Agreement" or "Guaranty"); and
WHEREAS, the Construction Agent and the Lessee have informed the Agent
and the Owner Trustee that in order to prevent an Event of Default under the
Lease Agreement, the Participation Agreement and other Operative Agreements,
certain covenants must be amended; and
WHEREAS, the parties hereto desire further to amend the Lease Agreement
and certain other Operative Agreements in the manner herein set forth effective
as of the date hereof;
NOW, THEREFORE, the Construction Agent, the Lessee, the Owner Trustee,
the Holders, the Agent and the Lenders do hereby agree as follows:
1. Definitions. The terms "Participation Agreement", "Lease" and "Lease
Agreement" as used herein and in the Operative Agreements (as defined in the
Participation Agreement) shall mean such agreements as hereby amended and
modified, and as further amended, modified, supplemented or restated from time
to time in accordance with the terms thereof. Unless the context otherwise
requires, all terms used herein without definition shall have the definition
provided therefor in the Participation Agreement.
2. Amendments to Participation Agreement. The Participation Agreement
is hereby amended, effective as of the date hereof, as follows:
(a) Appendix A to the Participation Agreement is amended by
adding each of the following definitions, in the appropriate
alphabetical order; each of the following definitions of any term
replaces any previous definition of such term that may have appeared in
the Participation Agreement or any other Operative Agreement.
" 'Amendment No. 8' shall mean Amendment and Consent
Agreement No. 8 for Lease Agreement and certain other
Operative Agreements dated as of April 19, 2001, among the
Construction Agent, the Lessee, the Owner Trustee, the Agent,
the Holders and Lenders party thereto and the Guarantors party
thereto.' "
" 'Designated Asset Sales' means the sale of any or
all of the assets and Capital Stock identified on Schedule 2
attached to Amendment No. 8.' "
" 'Guarantors' shall mean, collectively, Aviation
Sales, each of the Domestic Subsidiaries of Aviation Sales
(other than Excluded Subsidiaries), ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇.
Harbor.' "
" 'Tangible Net Worth' shall mean the amount
calculated as (i) the consolidated net worth of Aviation Sales
and its Subsidiaries minus (ii) the consolidated intangibles
of Aviation Sales and its Subsidiaries including, without
limitation, goodwill, trademarks, tradenames, copyrights,
patents, patent applications, licenses and rights in any
thereof and other items treated as intangibles in accordance
with GAAP plus (iii) the amount of non-cash reserves with
respect to the TNW Adjustments, in each instance, as included
on the balance sheet of Aviation Sales and its Subsidiaries in
accordance with GAAP and which non-cash reserves, in the
aggregate, shall not exceed $47,741,000 plus (iv) no more than
$161,000 per month of non-cash reserves with respect to
unaccrued interest income with respect to the KAV Senior
Subordinated Notes (as such term is defined in the Existing
Aviation Sales Credit Agreement), as included on the balance
sheet of Aviation Sales and its Subsidiaries in accordance
with GAAP.' "
" 'TNW Adjustments means those non-cash adjustments
identified on Schedule 1 attached to Amendment No. 8.' "
(b) Section 28.1(a) is amended to add the following provision
as clause (vi) at the end:
" '(vi) Updated Plan and Financial Forecast. By June 4, 2001,
(A) an updated plan and financial forecast consisting of a
balance sheet, income statement and statement of cash flows by
month for the Fiscal Year ending December 31, 2000, and (B) an
updated plan and financial forecast for the Fiscal Year ending
December 31, 2002, including forecasted consolidated balance
sheet, income statement, and statement of cash flow for
Aviation Sales and its Subsidiaries for such Fiscal Years.' "
3. Agreement and Confirmation by Guarantors. Each of the undersigned
Guarantors has joined in the execution of this Amendment Agreement for the
purpose of (i) agreeing to the amendments to the Lease Agreement, the
Participation Agreement and other Operative Agreements contained herein and (ii)
confirming its respective guarantee of payment of all Borrower's Liabilities (as
defined in the Series A Guaranty Agreement) and Lessee's Liabilities (as defined
in the Lessee Guaranty Agreement).
4. Representations, Warranties and Covenants. The Lessee and the
Construction Agent hereby represent, warrant and covenant that:
(a) The representations and warranties made by the Lessee and
the Construction Agent in Section 7 (other than in Section 7.3(f)(i))
of the Participation Agreement are true on and as of the date hereof;
and the representations in warranties set forth in Section 7.3(f)(i) of
the Participation Agreement are true on and as of the date set forth in
such Section);
(b) (i) The audited consolidated financial statements of each
of the Construction Agent and the Lessee as at December 31, 1999,
copies of which have been furnished to the Agent and the Owner Trustee,
were prepared in accordance with GAAP and fairly present the financial
condition of each of the Construction Agent and the Lessee and their
Subsidiaries on a consolidated basis as of such date and their
consolidated results of operations for the fiscal year then ended and
(ii) the unaudited consolidated financial statements as at September
30, 2000, copies of which have been furnished to the Agent and the
Owner Trustee, were prepared in accordance with GAAP (subject to normal
year-end adjustments) and fairly present the financial condition of the
Construction Agent and the Lessee and their Subsidiaries on a
consolidated basis as of such date and their consolidated results of
operations for the fiscal quarter then ended. Neither Aviation Sales
nor any Guarantor (other than ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇. Harbor) or any
Subsidiary of Aviation Sales has, as of the date hereof, any
Accommodation Obligation, contingent liability or liability for any
taxes, long-term leases or commitments, not disclosed in writing to the
Agent, the Lenders and the Holders prior to the date hereof.
(c) The business and properties of the Lessee and the
Construction Agent and the Guarantors and the Subsidiaries of Aviation
Sales are not, and since the Initial Closing Date have not been,
adversely affected in any substantial way as the result of any fire,
explosion, earthquake, accident, strike, lockout, combination of
workmen, flood, embargo, riot, activities of armed forces, war or acts
of God or the public enemy, or cancellation or loss of any major
contracts;
(d) No event has occurred and no condition exists which, after
giving effect to this Amendment Agreement, constitutes a Default or an
Event of Default on the part of the Lessee or the Construction Agent or
any Guarantor or any Subsidiary of Aviation Sales under the
Participation Agreement or any other Operative Agreement, either
immediately or with the lapse of time or the giving of notice, or both,
except as waived in accordance with Section 5 hereof. Since September
30, 2000, there has occurred no event with respect to the Lessee, the
Construction Agent or any Guarantor or any Subsidiary of Aviation Sales
which has resulted, or is reasonably likely to result, in a Material
Adverse Effect.
(e) There is no action, suit, proceeding, claim, investigation
or arbitration before or by any Governmental Authority or private
arbitrator pending or, to the knowledge of Aviation Sales, threatened
against Aviation Sales, any Guarantor or any Subsidiary of Aviation
Sales or any of their respective Assets (i) challenging the validity or
the enforceability of any of the Operative Agreements, (ii) which will,
or is reasonably likely to, result in any Material Adverse Effect, or
(iii) under the Racketeering Influenced and Corrupt Organizations Act
or any similar federal or state statute or law under any jurisdiction
outside of the United States where such Person is a defendant in a
criminal indictment that provides for the forfeiture of assets to any
Governmental Authority as a criminal penalty. There is no material loss
contingency within the meaning of GAAP which has not been reflected in
the Financial Statements of Aviation Sales and its Subsidiaries.
Neither Aviation Sales nor any Guarantor or any Subsidiary of Aviation
Sales is subject to or in default with respect to any final judgment,
writ, injunction, restraining order or order of any nature, decree,
rule or regulation of any court or Governmental Authority which will,
or is reasonably likely to, result in a Material Adverse Effect.
This Amendment Agreement shall be deemed to be an Operating Agreement
and any violation of a covenant contained herein shall be a violation of an
Operative Agreement.
5. Consent and Waivers.
(a) As of the date hereof and subject to the Agent's receipt of the
amendment referenced in Section 6(a)(iv) below, the Agent, the Owner Trustee,
the Lenders and the Holders hereby consent to the amendment
of the Existing Aviation Sales Credit Agreement on the terms and conditions
referenced on or attached hereto as Exhibit A and made a part hereof.
(b) The Agent, the Owner Trustee, the Lenders and the Holders hereby
waive all of their rights and remedies arising under any Operative Agreement due
to the fact that the report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP on the consolidated Financial
Statements of Aviation Sales and its Subsidiaries for the Fiscal Year ended
December 31, 2000 (which report has been or will be delivered to the Agent, the
Lenders and the Holders pursuant to Section 28.1.1(c)(iii)) may be qualified as
to the "going concern" status of Aviation Sales and its Subsidiaries.
(c) The Agent, the Owner Trustee, the Lenders and the Holders hereby
waive all of their rights and remedies arising under any Operative Agreement
that may arise due to the fact that the Financial Statements of Aviation Sales
and its Subsidiaries for the Fiscal Year ended December 31, 2000, on Form 10-K
were filed with the Commission after the due date therefor.
(d) The Agent, the Owner Trustee, the Lenders and the Holders hereby
waive all of their rights and remedies arising under any Operative Agreement due
to any non-compliance by Aviation Sales and its Subsidiaries with Sections
28.4.1 through 28.4.7 of the Lease, in each case with respect to the Fiscal
Quarter (or Four-Quarter Period, as applicable) ending March 31, 2001, June 30,
2001, September 30, 2001 or December 31, 2001. Provided, however, if (i) there
is any violation of any covenant contained in Sections 11.01 through 11.07 of
the Existing Aviation Sales Credit Agreement (as amended, modified or restated
from time to time) (the "Amended Aviation Sales Credit Agreement"), in each case
with respect to the Fiscal Quarter (or Four-Quarter Period, as applicable)
ending March 31, 2001, June 30, 2001, September 30, 2001 or December 31, 2001,
and (ii) either (A) such violation has not been waived by the requisite parties
under the Amended Aviation Sales Credit Agreement (or cured pursuant to an
amendment to such agreement permitted by Section 5(e) hereof) within thirty (30)
days of the date of such violation, or (B) the agent or any lender under the
Amended Aviation Sales Credit Agreement has accelerated any obligation due
thereunder or commenced the exercise of any other remedy as a result of such
violation, then (notwithstanding any waiver contained in this paragraph) such
violation shall constitute an immediate and automatic Lease Event of Default,
Credit Agreement Event of Default and Event of Default in accordance with
Section 17.1(n) of the Lease. In addition, nothing contained in this paragraph
shall prevent the Agent, the Owner Trustee, the Lenders or the Holders from
exercising any rights or remedies with respect to: (Y) any violation of any of
Sections 28.4.1 through 28.4.7 of the Lease with respect to any Fiscal Quarter
or Four-Quarter Period ending on a date prior to March 31, 2001 or after
December 31, 2001, or (Z) any other Aviation Sales Credit Agreement Event of
Default or any default under the Subordinated Debt pursuant to Section 17.1(n)
of the Lease.
(e) The Agent, the Owner Trustee, the Lenders and the Holders hereby
waive any right to consent to any amendment of Sections 11.01 through 11.07 of
the Amended Aviation Sales Credit Agreement (and definitions to the extent, but
only to the extent, used in such Sections), in each case with respect to the
Fiscal Quarter (or Four-Quarter Period, as applicable) ending March 31, 2001,
June 30, 2001, September 30, 2001 or December 31, 2001. Nothing contained in
this paragraph shall waive any right to consent to any amendment of such
provisions with respect to any Fiscal Quarter or Four-Quarter Period ending on a
date prior to March 31, 2001 or after December 31, 2001.
(f) The Agent, the Owner Trustee, the Lenders and the Holders hereby
waive any right to consent to any amendment of the Amended Aviation Sales Credit
Agreement to the extent (but only to the extent) that such amendment delays the
due date for any payment to the agent or any lender under such credit agreement
or term loan note. Nothing contained in this paragraph shall waive any right to
consent to any portion of an amendment to the Amended Aviation Sales Credit
Agreement that has any effect other than delaying the due date for any such
payment. In addition, nothing contained in this paragraph or any preceding
paragraph shall waive any right to vote or any other right that Bank of America
may have in its capacity as a lender or participant under the Amended Aviation
Sales Credit Agreement.
The consent and waivers contained in this Section 5 are granted only
for the specific instances described herein and are not intended to create a
course of dealing or otherwise impair the future ability of the Lessor, the
Agent, any Lender or any Holder to declare a Lease Event of Default or any other
Event of Default or otherwise
enforce the terms of any Operative Agreement. Neither such consent nor any such
waiver is intended to be nor shall it be construed to be a general waiver or
alteration of any of the terms or conditions of any Operative Agreement.
6. Conditions Precedent. The effectiveness of this Amendment Agreement,
and any amendment, consent or waiver contained herein, shall be subject to
fulfillment of the following conditions precedent:
(a) The Agent shall have received on the date hereof, in form
and substance satisfactory to the Agent, the following:
(i) a fully-executed original of this Amendment
Agreement;
(ii) an opinion of outside counsel to the Lessee and
the Guarantors, addressed to the Agent, the Owner Trustee and
the Lenders and Holders, including without limitation (A) an
opinion of such counsel with respect to noncontravention of
the Citicorp Loan Documents and agreements under which the
Senior Subordinated Notes have been issued, by this Amendment
Agreement, and the instruments and documents executed by the
Lessee, Construction Agent and Guarantors in connection
herewith, and (b) an opinion to the effect that the execution,
delivery and performance of this Amendment Agreement will not
affect the priority of any Lien in favor of the Owner Trustee
or the Agent (on behalf of itself, any Lender or any Holder)
that exists under the Operative Agreements (which opinion may
be included in the opinion referred to in clause (ii) above);
(iii) a certificate of the Secretary or an Assistant
Secretary of each of the Lessee and each Guarantor in such
form as is reasonably acceptable to the Agent attaching and
certifying as to (A) the resolutions of the Board of Directors
of Lessee or such Guarantor (as the case may be) duly
authorizing the execution, delivery and performance by Lessee
or such Guarantor (as the case may be) of this Amendment
Agreement and each of the other Operative Agreements delivered
in connection with this Amendment Agreement to which such
Lessee or Guarantor is or will be a party, (B) the fact that
neither its certificate of incorporation nor its bylaws have
been changed from the versions that were certified and
delivered to the Agent on the Initial Closing Date (or if they
have been changed, such certificate of incorporation or
by-laws certified as of a recent date by the Secretary of
State of the State of its incorporation), and (C) the
incumbency and signature of persons authorized to execute and
deliver on its behalf this Amendment Agreement and each of the
other Operative Agreements delivered in connection with this
Amendment Agreement to which such Lessee or Guarantor is a
party; and
(iv) an executed amendment of the Existing Aviation
Sales Credit Agreement, including the consent of Citicorp to
this Amendment Agreement in the form of Exhibit A attached
hereto;
(v) evidence of the payment of all fees and amounts
set forth in Exhibit B attached hereto;
(vi) a fully-executed original of a Guaranty
Agreement (Series A Obligations) dated as of the date hereof
among ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. Harbor and the Agent, in the form
attached hereto as Exhibit C;
(vii) a fully-executed original of a Guaranty
Agreement (Lessee Obligations) dated as of the date hereof
among ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. Harbor and the Agent, in the form
attached hereto as Exhibit D;
(viii) any additional agreements, instruments or
documents which it may reasonably request in connection
herewith;
(b) The correctness in all material respects on the date
hereof of the representations and warranties of the Owner Trustee,
Construction Agent and the Lessee contained herein and in each of the
Operative Agreements;
(c) After giving effect to the consent and waiver set forth in
Section 5 of this Amendment Agreement, no Default or Event of Default
shall have occurred and be continuing on the date hereof;
(d) No material adverse change shall have occurred in the
business, assets, management, operations, financial condition or
prospects of Aviation Sales or any Guarantor or any Subsidiary of
Aviation Sales since September 30, 2000;
(e) Since September 30, 2000, no permit, agreement, lease, or
license which, in the judgment of the Agent, is material to the
business, operations or employee relations of Aviation Sales or any
Guarantor or any Subsidiary of Aviation Sales, including without
limitation, any agreement relating to the Existing Aviation Sales
Credit Agreement or the Senior Subordinated Notes (as defined in the
Existing Aviation Sales Credit Agreement), shall have been terminated,
modified, revoked, breached, or declared to be in default, or if
breached or declared to be in default during such period, such breach
or default shall have been cured or waived on terms satisfactory to the
Agent and Lenders;
(f) Lenders and Holders shall have reviewed all litigation
pending or threatened against Aviation Sales or any Guarantor or any
Subsidiary of Aviation Sales and determined to their satisfaction that
no Material Adverse Effect will, or is reasonably likely to, result
from the existence thereof; and
(g) None of the members of Aviation Sales' Board of Directors
as of September 30, 2000, shall have ceased acting as members of such
Board of Directors.
7. Release.
(a) Aviation Sales and its Subsidiaries acknowledge that they
have no existing defense, counterclaim, offset, cross-complaint, claim
or demand of any kind or nature whatsoever that can be asserted to
reduce or eliminate all or any part of their or the Owner Trustee's
respective liability to pay or perform any obligations pursuant to any
of the Operative Agreements or any other documents which evidence or
secure any obligations owed under any Operative Agreement. In
consideration for the execution of this Amendment Agreement, each of
Aviation Sales and each of its Subsidiaries hereby releases and forever
discharges, Bank of America, the Agent, the Lenders, the Holders and
the Owner Trustee and all of their respective officers, directors,
employees, Affiliates and agents (collectively, the "Released Parties")
from any and all actions, causes of action, debts, dues, claims,
demands, liabilities and obligations of every kind and nature, both in
law and in equity, known or unknown, whether heretofore or now
existing, liquidated or unliquidated, matured or unmatured, fixed or
contingent (collectively, the "Release Claims"), which might be
asserted against any of the Released Parties. This Release applies to
all matters arising out of or relating to the Operative Agreements, any
Property, any obligations due under any of the Operative Agreements and
this Amendment Agreement, commitment letters with respect to other loan
facilities, and the lending and borrowing relationships, and (to the
extent any Release Claims relating to such deposit relationships are
now known to Aviation Sales or any of its Subsidiaries) the deposit
relationships, between Aviation Sales or its Subsidiaries, and Bank of
America, the Agent, the Lenders, the Holders and the Owner Trustee,
including the administration, collateralization and funding thereof.
Each of Aviation Sales and each of its Subsidiaries further agrees not
to bring any action in any judicial, administrative or other proceeding
against the Released Parties, or any of them, alleging any such Release
Claim or otherwise arising in connection with any such Release Claim.
(b) It is the intent of the parties that except as otherwise
set forth herein, the foregoing release shall be effective as a full
and final accord and satisfaction of all claims hereby released and
each of Aviation Sales and each of its Subsidiaries hereby agrees,
represents and warrants that the matters released herein are not
limited to matters which are known or disclosed. In this connection,
each of Aviation Sales and each of its Subsidiaries hereby agrees,
represents and warrants that it realizes and acknowledges that factual
matters now existing and unknown to it may have given or may hereafter
give rise to Release Claims, which are presently unknown, unsuspected,
unliquidated, unmatured and/or
contingent, and it further agrees, represents and warrants that this
release has been negotiated and agreed upon in view of that
realization. Nevertheless, Aviation Sales and its Subsidiaries hereby
intend to release, discharge and acquit the Released Parties of and
from any such unknown, unsuspected, unliquidated, unmatured and/or
contingent Release Claims, which are in any way set forth in or related
to the matters identified above in this Section 7. Aviation Sales and
its Subsidiaries hereby explicitly waive the benefits of any common law
or statutory rule with respect to the release of such Release Claims.
(c) The acceptance and delivery of this Amendment Agreement by
the Agent on behalf of the Released Parties shall not be deemed or
construed as an admission of liability with respect to the Release
Claims or otherwise by the Released Parties, or any of them, and the
Released Parties hereby expressly deny liability of any nature
whatsoever arising from or related to the subject of the release
contained in this Section 7.
(d) Each of Aviation Sales and each of its Subsidiaries hereby
agrees, represents and warrants that: (i) such party has not
voluntarily, by operation of law or otherwise, assigned, conveyed,
transferred or encumbered, either directly or indirectly, in whole or
in part, any right to or interest in any of the Release Claims
purported to be released by this Section 7; (ii) such party has had
advice of counsel of its own choosing in negotiations for and the
preparation of this Amendment Agreement; and (iii) such party is fully
aware of the effect of releases such as that contained in this Section
7.
8. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
9. Full Force and Effect of Operative Agreements. Except as hereby
specifically amended, modified or supplemented, the Participation Agreement, the
Lease and all of the other Operative Agreements are hereby confirmed and
ratified in all respects and shall remain in full force and effect according to
their respective terms.
10. Counterparts. This Amendment 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 instrument.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
AVIATION SALES COMPANY,
as Construction Agent
By:_______________________________________
Name:_____________________________________
Title:____________________________________
AVIATION SALES COMPANY,
as Lessee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
FIRST SECURITY BANK, NATIONAL
ASSOCIATION
not individually, except as
expressly stated under the Operative
Agreements, but solely as Owner
Trustee under the Aviation Sales
Trust 1998-1
By:_______________________________________
Name:_____________________________________
Title:____________________________________
BANK OF AMERICA, N.A., as a Holder and as
a Lender
By:_______________________________________
Name:_____________________________________
Title:____________________________________
BANK OF AMERICA, N.A., as Administrative
Agent
By:_______________________________________
Name:_____________________________________
Title:____________________________________
JOINDER BY GUARANTORS
The undersigned Guarantors hereby join in and consent to this Amendment
Agreement.
AVIATION SALES COMPANY
AVS/M-1, INC. (formerly AVIATION SALES
MANUFACTURING COMPANY)
AVIATION SALES PROPERTY
MANAGEMENT CORP.
AVIATION SALES FINANCE COMPANY
TIMCO ENGINE CENTER, INC.
AVS/M-2, INC (formerly AVS/▇▇▇▇▇-▇▇▇▇▇
MACHINE COMPANY
AVS/M-3, INC. (formerly APEX MANUFACTURING, INC.)
AEROCELL STRUCTURES, INC.
AVIATION SALES DISTRIBUTION
SERVICES COMPANY
AVIATION SALES LEASING COMPANY
WHITEHALL CORPORATION
TRIAD INTERNATIONAL MAINTENANCE
CORPORATION (successor in
interest to Aero Corporation and
Aero Corp Macon, Inc.)
AVIATION SALES MAINTENANCE, REPAIR &
OVERHAUL COMPANY
CARIBE AVIATION, INC.
AIRCRAFT INTERIOR DESIGN, INC.
AERO HUSHKIT CORPORATION
HYDROSCIENCE, INC.
TIMCO ENGINEERED SYSTEMS, INC.
By:_______________________________________________
Name:_____________________________________________
Title:________________ of each of the foregoing
Guarantors
AVSRE, L.P.
By: Aviation Sales Property Management Corp.,
its general partner
By:______________________________________
Name:____________________________________
Title:___________________________________
AVIATION SALES SPS I, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
_________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________________________
▇▇▇▇ ▇. HARBOR