AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO.1 TO RIGHTS AGREEMENT (this" Amendment") is made and entered into as of this 14th day of March, 2000 between AVIATION SALES COMPANY, a Delaware corporation (the "Company"), and CONTINENTAL STOCK...Rights Agreement • April 3rd, 2000 • Harber Lacy J • Wholesale-industrial machinery & equipment • Delaware
AMENDMENT NO. 1 TO AGREEMENT THIS AMENDMENT NO. 1 TO AGREEMENT is made and entered into as of this ____ day of November, 2000 (the "Amendment"), between AVIATION SALES COMPANY, a Delaware corporation (the "Company"), LJH CORPORATION, a Texas...To Agreement • December 21st, 2000 • Harber Lacy J • Wholesale-industrial machinery & equipment • Delaware
AGREEMENTAgreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services
The undersigned agree that this Schedule 13D/A relating to the common stock of TIMCO Aviation Services, Inc. shall be filed on behalf of the undersigned.
CONVERSION, SUPPORT AND RELEASE AGREEMENTConversion, Support and Release Agreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
THIS AGREEMENT, dated as of July 31, 2006 (the “Agreement”), is by and among LJH, Ltd., a Texas limited partnership (“LJH”), Owl Creek I, L.P., Owl Creek II L.P., Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd., (together, the “Owl Creek Investors,” and together with LJH, the “Investors”), TIMCO Aviation Services, Inc., a Delaware corporation (the “Company”), and TAS Holding, Inc., a Delaware corporation (“Newco”), with respect to the Agreement and Plan of Merger of even date between the Company and Newco (the “Merger Agreement”).
ESCROW AGREEMENTEscrow Agreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Texas
This Escrow Agreement (this “Agreement”) is made and entered into effective as of the 31st day of July 2006 by and among TAS Holding, Inc. a Delaware corporation (“TAS”), TIMCO Aviation Services, Inc., a Delaware corporation (“TIMCO”), and American Bank of Texas, as escrow agent (the “Escrow Agent”). TAS and TIMCO are collectively referred to herein as the “Parties.” Any references to TAS or TIMCO shall include their successors and assigns.
AGREEMENT AND PLAN OF MERGER among TAS HOLDING, INC. and TIMCO AVIATION SERVICES, INC. Dated as of July 31, 2006Agreement and Plan of Merger • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2006 (this “Agreement”), is among TAS HOLDING, INC., a Delaware corporation (“TAS”), and TIMCO AVIATION SERVICES, INC., a Delaware corporation (the “Company”).
RATIFICATION AGREEMENTRatification Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • North Carolina
RATIFICATION AGREEMENT, dated as of April 10, 2006 (this “Agreement”), among LJH, LTD., a Texas limited partnership, with offices located at 377 Neva Lane, Denison, Texas 75020 (together with its successors and assigns, the “Lender”), AIRCRAFT INTERIOR DESIGN, INC., a Florida corporation (“AID”), BRICE MANUFACTURING COMPANY, INC., a California corporation (“Brice”), TIMCO AVIATION SERVICES, INC., a Delaware corporation (“Parent”), TIMCO ENGINE CENTER, INC., a Delaware corporation (“Engine”), TIMCO ENGINEERED SYSTEMS, INC., a Delaware corporation (“Engineered Systems”), and TRIAD INTERNATIONAL MAINTENANCE CORPORATION, a Delaware corporation (“TIMCO”; AID, Brice, Parent, Engine, Engineered Systems and TIMCO each individually being referred to herein as a “Borrower” and collectively as the “Borrowers”, AVIATION SALES DISTRIBUTION SERVICES COMPANY, a Delaware corporation (“Distribution Services”), AVIATION SALES LEASING COMPANY, a Delaware corporation (“Leasing”), AVIATION SALES PROPERTY M
REGISTRATION RIGHTS AGREEMENT by and among TAS HOLDING, INC. and THE INITIAL HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of April 10, 2006Registration Rights Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • New York
REGISTRATION RIGHTS AGREEMENT (this or the “Agreement”) dated as of April 10, 2006, by and among TAS Holding, Inc., a Delaware corporation (the “Company”), and the Initial Holders specified on the signature pages to this Agreement.
PARTICIPATION AGREEMENTParticipation Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • New York
PARTICIPATION AGREEMENT (this “Agreement”) dated as of April 10, 2006 between LJH, LTD., a Texas limited partnership (the “Seller”), and OWL CREEK ASSET MANAGEMENT, L.P. (the “Participant”).
TRANSACTION AGREEMENT By and Among LJH, LTD., OWL CREEK I, L.P., OWL CREEK II, L.P., OWL CREEK OVERSEAS FUND I, LTD., OWL CREEK OVERSEAS FUND II, LTD. AND TAS HOLDING, INC. As of April 10, 2006Transaction Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
TRANSACTION AGREEMENT, dated as of April 10, 2006 (the “Agreement”), is by and among LJH, Ltd., a Texas limited partnership (“LJH”), Owl Creek I, L.P., Owl Creek II L.P., Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd., each a Delaware limited partnership (together, the “Owl Creek Investors,” and together with LJH, the “Investors”) with respect to certain transactions proposed to be undertaken by LJH and the Owl Creek Investors with respect to their ownership of TIMCO Aviation Services, Inc. (the “Company”), and TAS Holding, Inc., a Delaware corporation (“Newco”).
AGREEMENTAgreement • April 3rd, 2000 • Harber Lacy J • Wholesale-industrial machinery & equipment • Delaware
ASSIGNMENT AND ACCEPTANCEFinancing Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services
Reference is made to the Amended and Restated Financing Agreement dated as of April 8, 2005 (as amended and otherwise modified to the date hereof, the “Financing Agreement”) among Monroe Investments, Inc. (“Monroe Investments”), Monroe Capital Advisors LLC (“Monroe Capital”, and together with Monroe Investments, “Monroe”) and Fortress Credit Opportunities I LP (“Fortress”, and together with Monroe, the “Assignors”) and TIMCO Aviation Services, Inc. and certain of its affiliates parties thereto (collectively, the “Companies”). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Financing Agreement.
STOCKHOLDERS’ AGREEMENT by and among TAS HOLDING, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of April 10, 2006Stockholders’ Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
STOCKHOLDERS’ AGREEMENT (the “Agreement”), dated as of April 10, 2006, by and among TAS Holding, Inc., a Delaware corporation (the “Company”), and the Stockholders specified on the signature pages to this Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSACTION AGREEMENT By and Among LJH, LTD., OWL CREEK I, L.P., OWL CREEK II, L.P., OWL CREEK OVERSEAS FUND I, LTD., OWL CREEK OVERSEAS FUND II, LTD., AND OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD....Transaction Agreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSACTION AGREEMENT, dated as of July 31, 2006 (the “Agreement”), by and among LJH, Ltd., a Texas limited partnership (“LJH”), Owl Creek I, L.P., Owl Creek II L.P., each a Delaware limited partnership, and Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd. and Owl Creek Socially Responsible Investment Fund, Ltd. (“OCSRIF”), each an an exempted company organized under the laws of the Cayman Islands (together, the “Owl Creek Investors,” and together with LJH, the “Investors”) and TAS Holding, Inc., a Delaware corporation (“Newco”), to amend the Amended and Restated Transaction Agreement between the Investors and Newco dated April 20, 2006 (the “Transaction Agreement”) on the terms and conditions set forth herein.
AGREEMENTAgreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services
The undersigned agree that this Schedule 13D/A relating to the common stock of TIMCO Aviation Services, Inc. shall be filed on behalf of the undersigned.
