1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 15th, 1999 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • Florida
AMENDMENT NO. 2 Dated as of November 25, 1997 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 12, 1996Credit Agreement • February 17th, 1998 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 24th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies
1 AMENDMENT NO. 1 Dated as of March 31, 1997 to SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 12, 1996Credit Agreement • June 30th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
1 2 NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the parties agree as follows:Partnership Agreement • February 14th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies
Amendment Number One, dated as of March 12, 1996 ("Amendment") to the --------- Registration Rights Agreement dated as of August 2, 1990 and as amended hereby (the "Agreement"), between Banner Aerospace, Inc., a Delaware corporation --------- (the...Registration Rights Agreement • June 4th, 1998 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies
i 3 ARTICLE V INTEREST AND FEES 5.01. Interest on the Loans and other Obligations. . . . . . . . . . . . . . . . . . . . . . . . . 76 5.02. Special Provisions Governing Eurodollar Rate Loans . . . . . . . . . . . . . . . . . . . . . 79 5.03. Fees . ....Credit Agreement • February 14th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
EXHIBIT 10 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 1998 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • Delaware
* * EXHIBITS Exhibit A: Demised Premises Exhibit C: Rules and Regulations LEASE AGREEMENTLease Agreement • June 30th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • Virginia
toCredit Agreement • February 12th, 1999 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
1 EXHIBIT 4.5 [Banner Aerospace, Inc. Letterhead] FORM OF SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 29th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
BANNER AEROSPACE, INC., AS BORROWERSubordinated Loan Agreement • February 14th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 28th, 1998 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • New York
AMONGMerger Agreement • January 14th, 1999 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • Delaware
1 EXHIBIT 10.4 STOCK ISSUANCE AND EXPENSE SHARING AGREEMENT This Agreement ("Agreement") is dated as of this October 31, 1996, between Banner Aerospace, Inc., a Delaware corporation ("Banner"), RHI Holdings, Inc., a Delaware corporation ("RHI") and...Stock Issuance and Expense Sharing Agreement • February 14th, 1997 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies • Delaware
EXHIBIT 99.2 [LOGO] FAIRCHILD MEMORANDUM TO: W. Persavich FROM: J. L. Flynn DATE: December 15, 1997 SUBJECT: Tax Service Agreement for Banner Aerospace, Inc. and Subsidiaries - FY 1998 Fees This confirms the fees to be charged to Banner Aerospace,...Tax Service Agreement • June 4th, 1998 • Banner Aerospace Inc • Wholesale-machinery, equipment & supplies
This confirms the fees to be charged to Banner Aerospace, Inc. by The Fairchild Corporation for tax services to be rendered for the period October 1, 1997, through September 30, 1998.
