EXHIBIT 10.4
GUARANTY AGREEMENT
(Lessee Obligations)
between
THE SUBSIDIARIES OF AVIATION SALES COMPANY
PARTY HERETO
and
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, except as
expressly stated herein,
but solely as Owner Trustee
for the Aviation Sales Trust 1998-1,
Dated as of December 17, 1998
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GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT (the "Guaranty Agreement" or the "Guaranty"),
dated as of December 17, 1998, is made by THE GUARANTORS SIGNATORY HERETO (the
"Guarantors"), to FIRST SECURITY BANK, NATIONAL ASSOCIATION, as Owner Trustee
under the Aviation Sales Trust 1998-1, as Lessor under the Lease (defined below)
(the "Lessor").
W I T N E S S E T H:
WHEREAS, the Lessor and Aviation Sales Company, a Delaware corporation
("Aviation Sales" or the "Lessee") have entered into that certain Lease
Agreement dated as of the date hereof (as from time to time amended, modified or
supplemented, the "Lease"), pursuant to which the Lessor has leased or will
lease certain Properties to the Lessee, subject to the terms and conditions of
the Lease; and
WHEREAS, the Guarantors are direct or indirect subsidiaries of the
Lessee and will derive direct and indirect benefits from the Lessee entering
into the Lease; and
WHEREAS, it is a condition to the Lessor entering into the Lease that
the Guarantors execute and deliver this Guaranty, and that the Guarantors
guaranty the obligations of the Lessee as hereinafter set forth;
NOW, THEREFORE, as required under the Lease and in order to induce the
Lessor to lease the Properties to the Lessee thereunder, the Guarantors agree as
follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Lease or (if not defined
in the Lease) in the Participation Agreement dated as of the date hereof among
Aviation Sales, as Construction Agent, the Lessee, the Lessor, the Holders party
thereto, the Lenders party thereto, and NationsBank, National Association, as
Administrative Agent (such agreement, as from time to time amended, modified or
supplemented, being referred to as the "Participation Agreement").
2. GUARANTY. Each Guarantor hereby unconditionally, absolutely,
continually and irrevocably guarantees to the Lessor the payment and performance
in full of the Lessee's Liabilities (as defined below). For all purposes of this
Guaranty Agreement, "Lessee's Liabilities" means: (a) the Lessee's prompt
payment in full, when due or declared due and at all such times, of all Rent and
all other amounts pursuant to the terms of the Lease, the Lease Supplements, the
Participation Agreement, the Agency Agreement, and all other Operative
Agreements executed in connection with the Lease or the Agency Agreement
heretofore, now or at any time or times hereafter owing, arising, due or payable
from the Lessee to the Lessor, including without limitation any payment or
amount owed by the Lessee in its capacity as Lessee or as Construction Agent,
and including without limitation Basic Rent, Supplemental Rent, any purchase
price, Deficiency Balance or Maximum Residual Guaranty Amount with respect to
any Property, and any fees or expenses (including, but not limited to,
attorneys' fees and expenses); and (b) the Lessee's prompt, full and faithful
performance,
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observance and discharge of each and every agreement, undertaking, covenant and
provision to be performed, observed or discharged by the Lessee under the Lease,
the Lease Supplements, the Participation Agreement, the Agency Agreement and all
other Operative Agreements executed in connection with the Lease or the Agency
Agreement, including without limitation any obligation of the Lessee in its
capacity as Lessee or as Construction Agent. Each Guarantor's obligations to the
Lessor under this Guaranty Agreement are hereinafter collectively referred to as
the "Guarantor's Obligations."
Each Guarantor agrees that it is directly and primarily liable for the
Lessee's Liabilities.
3. PAYMENT. If the Lessee shall default in payment or performance of
any Lessee's Liabilities, when and as the same shall become due (and such is not
cured within the applicable grace period, if any), whether according to the
terms of the Lease, any Lease Supplement, the Participation Agreement, the
Agency Agreement or any other Operative Agreement, by acceleration, or
otherwise, or upon the occurrence of any other Event of Default that has not
been cured or waived, then each Guarantor, upon demand thereof by the Lessor or
its successors or assigns, will AS OF THE DATE OF THE LESSOR'S DEMAND fully pay
to the Lessor an amount equal to all of the Guarantors' Obligations then due and
owing.
4. UNCONDITIONAL OBLIGATIONS. This is a guaranty of payment and not of
collection. The Guarantors' Obligations under this Guaranty Agreement shall be
absolute and unconditional irrespective of the validity, legality or
enforceability of the Lease, any Lease Supplement, the Participation Agreement,
the Agency Agreement or any other Operative Agreement, or any other guaranty of
the Lessee's Liabilities, and shall not be affected by any action taken under
the Lease, any Lease Supplement, the Participation Agreement, or any other
Operative Agreement, any other guaranty of the Lessee's Liabilities, or any
other agreement between the Lessor and the Lessee or any other person, in the
exercise of any right or power therein conferred, or by any failure or omission
to enforce any right conferred thereby, or by any waiver of any covenant or
condition therein provided, or by any acceleration of the maturity of any of the
Lessee's Liabilities, or by the release or other disposal of any security for
any of the Lessee's Liabilities, or by the dissolution of the Lessee or the
combination or consolidation of the Lessee into or with another entity or any
transfer or disposition of any assets of the Lessee or by any extension or
renewal of the Lease, any Lease Supplement, the Participation Agreement, the
Agency Agreement or any other Operative Agreement, in whole or in part, or by
any modification, alteration, amendment or addition of or to the Lease, any
Lease Supplement, the Participation Agreement or any other Operative Agreement,
any other guaranty of the Lessee's Liabilities, or any other agreement between
the Lessor and the Lessee or any other Person, or by any defense to or avoidance
or rejection (by a bankruptcy trustee or otherwise) of the Lease, any Lease
Supplement, the Participation Agreement, the Agency Agreement or any other
Operative Agreement in any bankruptcy or similar proceeding, or by any other
circumstance whatsoever (with or without notice to or knowledge of any
Guarantor) which may or might in any manner or to any extent vary the risks of
any Guarantor, or might otherwise constitute a legal or equitable discharge of a
surety or guarantor; it being the purpose and intent of the parties hereto that
this Guaranty Agreement and the Lessee's Obligations hereunder shall be absolute
and unconditional under any and all circumstances and shall not be discharged
except by payment as herein provided. Without limiting the generality of the
foregoing, each Guarantor acknowledges and agrees that (a)
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its Guarantor's Obligations are absolute and separate from the Lessee's
obligations under the Lease, any Lease Supplement, the Participation Agreement,
or any other Operative Agreement, (b) the Guarantors' Obligations hereunder
shall not be reduced, limited or otherwise affected if the Lease, any Lease
Supplement, the Participation Agreement, the Agency Agreement or any other
Operative Agreement is avoided, rejected or limited as an executory contract in
a bankruptcy or similar proceeding, and (c) for the purpose of defining the
Guarantors' Obligations, hereunder, the amount of the Lessee's Liabilities shall
include without limitation all Rent or any other amount which is due or may
become due under the Lease, any Lease Supplement or any other Operative
Agreement, including without limitation any Basic Rent, Supplemental Rent or
other amount that would have been payable at any time but for the avoidance,
rejection or limitation of the Lease, any Lease Supplement or other Operative
Agreement in a bankruptcy or similar proceeding.
5. CURRENCY AND FUNDS OF PAYMENT. Each Guarantor hereby guarantees that
the Guarantors' Obligations will be paid in lawful currency of the United States
of America and in immediately available funds, regardless of any law, regulation
or decree now or hereafter in effect that might in any manner affect the
Lessee's Liabilities, or the rights of the Lessor with respect thereto as
against the Lessee, or cause or permit to be invoked any alteration in the time,
amount or manner of payment by the Lessee of any or all of the Lessee's
Liabilities.
6. EVENTS OF DEFAULT. In the event that (a) any Guarantor shall file a
petition to take advantage of any insolvency statute; (b) any Guarantor shall
commence or suffer to exist a proceeding for the appointment of a receiver,
trustee, liquidator or conservator of itself or of the whole or substantially
all of its property; (c) any Guarantor shall file a petition or answer seeking
reorganization or arrangement or similar relief under the Federal bankruptcy
laws or any other applicable law or statute of the United States of America or
any state or similar law of any other country; (d) a court of competent
jurisdiction shall enter an order, judgment or decree appointing a custodian,
receiver, trustee, liquidator or conservator of any Guarantor or of the whole or
substantially all of its properties, or approve a petition filed against any
Guarantor seeking reorganization or arrangement or similar relief under the
Federal bankruptcy laws or any other applicable law or statute of the United
States of America or any state or similar law of any other country, or if, under
the provisions of any other law for the relief or aid of debtors, a court of
competent jurisdiction shall assume custody or control of any Guarantor or of
the whole or substantially all of its properties and such order, judgment,
decree, approval or assumption remains unstayed or undismissed for a period of
sixty (60) consecutive days; (e) there is commenced against any Guarantor any
proceeding or petition seeking reorganization, arrangement or similar relief
under the Federal bankruptcy laws or any other applicable law or statute of the
United States of America or any state, which proceeding or petition remains
unstayed or undismissed for a period of sixty (60) consecutive days; (f) there
shall occur Event of Default (as defined in the Participation Agreement); (g)
any default shall occur in the payment of amounts due hereunder; or (h) any
other default shall occur hereunder which remains uncured or unwaived for a
period of thirty (30) days after receipt of written notice thereof from the
Agent or Lessor (each of the foregoing an "Event of Default" hereunder); then
notwithstanding any collateral that the Lessor may possess from Lessee or any
Guarantor or any other guarantor of the Lessee's Liabilities, or any other
party, at the Lessor's election and without notice thereof or demand therefor,
so long as such Event of Default shall be continuing, the Guarantors'
Obligations shall immediately become due and payable.
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7. SUITS. The Guarantors shall pay to the Lessor, on demand, at the
Lessor's place of business set forth in the Lease, the Guarantors' Obligations
as they become or are declared due, and in the event such payment is not made
forthwith, the Lessor may proceed to suit against any Guarantor. At the Lessor's
election, one or more and successive or concurrent suits may be brought hereon
by the Lessor against any Guarantor, whether or not suit has been commenced
against the Lessee, any other Guarantor, any other guarantor of the Lessee's
Liabilities, or any other Person and whether or not the Lessor has taken or
failed to take any other action to collect all or any portion of the Lessee's
Liabilities.
8. SET-OFF AND WAIVER. Each Guarantor waives any right to assert
against the Lessor as a defense, counterclaim, set-off or cross claim, any
defense (legal or equitable) or other claim which such Guarantor may now or at
any time hereafter have against the Lessee or the Lessor, without waiving any
additional defenses, set-offs, counterclaims or other claims otherwise available
to such Guarantor. If at any time hereafter the Lessor employs counsel for
advice or other representation to enforce the Guarantors' Obligations that
arise out of an Event of Default, then, in any of the foregoing events, all of
the attorneys' fees arising from such services and all expenses, costs and
charges in any way or respect arising in connection therewith or relating
thereto shall be obligations of the Guarantors and shall be paid by the
Guarantors to the Lessor, on demand.
9. WAIVER; SUBROGATION.
(a) Each Guarantor hereby waives notice of the following events or
occurrences: (i) the Lessor's acceptance of this Guaranty Agreement; (ii) the
Lessor's heretofore, now or from time to time hereafter making any advances to
the Construction Agent or leasing any Property to the Lessee, whether pursuant
to the Lease or any amendments, modifications, restatements or supplements
thereto, or replacements or extensions thereof; (iii) the Lessor or the Lessee
heretofore, now or at any time hereafter, obtaining, amending, substituting for,
releasing, waiving or modifying the Lease, the Agency Agreement or any other
Operative Agreements; (iv) presentment, demand, notices of default, non-payment,
partial payment and protest; (v) the Lessor heretofore, now or at any time
hereafter granting to the Lessee (or any other party liable to the Lessor on
account of the Lessee's Liabilities) any indulgence or extensions of time of
payment of the Lessee's Liabilities; and (vi) the Lessor heretofore, now or at
any time hereafter accepting from the Lessee or any other person, any partial
payment or payments on account of the Lessee's Liabilities or any collateral
securing the payment thereof or the Lessor settling, subordinating,
compromising, discharging or releasing the same. Each Guarantor agrees that the
Lessor may heretofore, now or at any time hereafter do any or all of the
foregoing in such manner, upon such terms and at such times as the Lessor, in
its sole and absolute discretion, deems advisable, without in any way or respect
impairing, affecting, reducing or releasing any Guarantor from the Guarantors'
Obligations, and each Guarantor hereby consents to each and all of the foregoing
events or occurrences.
(b) Each Guarantor hereby agrees that payment or performance by such
Guarantor of the Guarantors' Obligations under this Guaranty Agreement may be
enforced by the Lessor upon demand by the Lessor to such Guarantor without the
Lessor being required, each Guarantor expressly waiving any right it may have to
require the Lessor, to (i) prosecute collection or seek to enforce or resort to
any remedies against the Lessee, any other Guarantor, or any other guarantor of
the Lessee's
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Liabilities, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY EACH
GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE MADE BY THE LESSOR,
AND THE PROVISIONS HEREOF ENFORCED BY THE LESSOR, EFFECTIVE AS OF THE FIRST DATE
ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING, or (ii) seek to enforce or resort
to any remedies with respect to any security interests, Liens or encumbrances
granted to the Lessor by the Lessee or any other Person on account of the
Lessee's Liabilities or any guaranty thereof. The Lessor shall not have any
obligation to protect, secure or insure any of the foregoing security interests,
Liens or encumbrances on the properties or interests in properties subject
thereto. The Guarantors' Obligations shall in no way be impaired, affected,
reduced, or released by reason of the Lessor's failure or delay to do or take
any of the acts, actions or things described in this Guaranty Agreement
including, without limiting the generality of the foregoing, those acts, actions
and things described in this SECTION 10.
(c) Each Guarantor further agrees with respect to this Guaranty
Agreement that, until the Lessee's Liabilities have been paid in full and the
Lenders and the Holders have no further obligation to make any Loan or Holder
Advance, such Guarantor shall have no right of subrogation, reimbursement or
indemnity, nor any right of recourse to security for the Lessee's Liabilities.
This waiver is expressly intended to prevent the existence of any claim in
respect to such reimbursement by any Guarantor against the estate of Lessee
within the meaning of Section 101 of the Bankruptcy Code, and to prevent any
Guarantor from constituting a creditor of Lessee in respect of such
reimbursement within the meaning of Section 547(b) of the Bankruptcy Code in the
event of a subsequent case involving the Lessee.
(d) Any claim or claims that the Lessor may at any time hereafter have
against any Guarantor under this Guaranty Agreement may be asserted by the
Lessor by written notice directed to such Guarantor.
10. EFFECTIVENESS; ENFORCEABILITY. This Guaranty Agreement shall be
effective as of the date of the Initial Closing Date and shall continue in full
force and effect until the Lessee's Liabilities are fully paid and the Lease,
the Agency Agreement and the Participation Agreement have terminated in
accordance with their respective terms. The Lessor shall give each Guarantor
written notice of such termination in case of the Lessee at the Lessee's address
set forth in Section 17 below. This Guaranty Agreement shall be binding upon and
inure to the benefit of each Guarantor and the Lessor and their respective
successors and assigns. Notwithstanding the foregoing, no Guarantor may, without
the prior written consent of the Lessor, assign any rights, powers, duties or
obligations hereunder. Each Guarantor acknowledges and agrees that the rights
and powers of the Lessor under this Guaranty have been collaterally assigned to
the Agent pursuant to the terms of the Security Agreement and the other
Operative Agreements.
11. REPRESENTATIONS AND WARRANTIES. Each Guarantor warrants and
represents to the Lessor that it is duly authorized to execute, deliver and
perform this Guaranty Agreement, that this Guaranty Agreement is legal, valid,
binding and enforceable against such Guarantor in accordance with its terms
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles; and that such
Guarantor's execution, delivery and performance of this Guaranty
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Agreement do not violate or constitute a breach of its certificate of
incorporation or other documents of corporate governance or any agreement to
which such Guarantor is a party, or any applicable laws, in each case, which
violation or breach could reasonably be expected to have a material adverse
effect on the business, operations or condition (financial or otherwise) of such
Guarantor.
12. EXPENSES. Each Guarantor agrees to be liable for the payment of all
fees and expenses, including attorney's fees, incurred by the Lessor in
connection with the enforcement of this Guaranty Agreement.
13. REINSTATEMENT. Each Guarantor agrees that this Guaranty Agreement
shall continue to be effective or be reinstated, as the case may be, at any time
payment received by the Lessor under the Lease, the Agency Agreement, any other
Operative Agreement or this Guaranty Agreement is rescinded or must be restored
for any reason.
14. COUNTERPARTS. This Guaranty Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall constitute one and
the same instrument.
15. RELIANCE. Each Guarantor represents and warrants to the Lessor
that: (a) such Guarantor has adequate means to obtain from Lessee, on a
continuing basis, information concerning Lessee and Lessee's financial condition
and affairs and has full and complete access to Lessee's books and records; (b)
such Guarantor is not relying on the Lessor, the Agent, any Lender, or any of
their respective employees, agents or other representatives, to provide such
information, now or in the future; (c) such Guarantor is executing this Guaranty
Agreement freely and deliberately, and understands the obligations and financial
risk undertaken by providing this Guaranty; (d) such Guarantor has relied solely
on its own independent investigation, appraisal and analysis of Lessee and
Lessee's financial condition and affairs in deciding to provide this Guaranty
and is fully aware of the same; and (e) such Guarantor has not depended or
relied on the Lessor, the Agent, any Lender, or any of their respective
employees, agents or representatives, for any information whatsoever concerning
Lessee or Lessee's financial condition and affairs or other matters material to
such Guarantor's decision to provide this Guaranty or for any counseling,
guidance, or special consideration or any promise therefor with respect to such
decision. Each Guarantor agrees that neither the Lessor nor the Agent or any
Lender has any duty or responsibility whatsoever, now or in the future, to
provide to such Guarantor any information concerning Lessee or Lessee's
financial condition and affairs, other than as expressly provided herein, and
that, if such Guarantor receives any such information from the Lessor, the
Agent, any Lender, or any of their respective employees, agents or other
representatives, such Guarantor will independently verify the information and
will not rely on the Lessor, the Agent, any Lender, or any of their respective
employees, agents or other representatives, with respect to such information.
16. TERMINATION. This Guaranty Agreement and all obligations of the
Guarantors hereunder shall terminate without delivery of any instrument or
performance of any act by any party on the date when all of the Lessee's
Liabilities have been fully paid and the Lease, the Agency Agreement and the
Participation Agreement have terminated in accordance with their respective
terms.
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17. NOTICES. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective on the day on which delivered to
such party (against receipt therefor) at the address set forth below or such
other address as such party shall specify to the other parties in writing (or,
in the case of telephonic notice or notice by telecopy, telegram or telex (where
the receipt of such message is verified by return) expressly provided for
hereunder, when received at such telephone, telecopy or telex number as may from
time to time be specified in written or verbal notice to the other parties
hereto or otherwise received), or if sent prepaid by certified or registered
mail return receipt requested on the third Business Day after the day on which
mailed, addressed to such party at said address:
(a) if to the Guarantors:
c/o Aviation Sales Corporation
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention:________________________________________
Telephone No.:____________________________________
Telecopy No.: ____________________________________
(b) if to the Lessor:
First Security Bank, National Association
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Attention:________________________________________
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with a copy to the Agent:
(i) if by certified or registered mail:
NationsBank, National Association
X.X. Xxx 000000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxx Xxxx
Telephone: (000) 000-0000
Telefacsimile No.: (000) 000-0000
(ii) if by hand-delivery, courier service
or telecopy:
NationsBank, National Association
Xxx Xxxxxxxxx Xxxxx
00xx Xxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxx
Telephone No.: (000) 000-0000
Telefacsimile No.: (000) 000-0000
18. GOVERNING LAW; WAIVERS OF JURY TRIAL.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF FLORIDA,
WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF
LAWS.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR
ANY COUNTERCLAIM THEREIN.
19. SUBMISSION TO JURISDICTION; WAIVERS. Each of the parties hereto
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Operative
Agreements to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the courts of the State of Florida and the courts of
the United States of America, in each case sitting in Broward County,
Florida, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or
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proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the
same,
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail) postage
prepaid, to the respective party at its address set forth in SECTION 17
hereof or at such other address of which the Administrative Agent shall
have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall
limit the right to xxx in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this Section 19 any special, exemplary, punitive or
consequential damages.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement on
the day and year first written above.
LESSOR:
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Owner Trustee under the Aviation Sales
Trust 1998-1
By:_____________________________________
Name:___________________________________
Title:__________________________________
SIGNATURE PAGE 1
GUARANTORS:
AVIATION SALES FINANCE COMPANY
WITNESS:
________________________ By:___________________________________________
Name: Xxxxxx X. Xxxxxxxxx
________________________ Title: President of the foregoing Guarantor
AVIATION SALES MANUFACTURING COMPANY
AVS/XXXXX-XXXXX MACHINE COMPANY
APEX MANUFACTURING, INC.
AEROCELL STRUCTURES, INC.
AVIATION SALES DISTRIBUTION
SERVICES COMPANY
AVIATION SALES BEARINGS COMPANY
AVIATION SALES LEASING COMPANY
WHITEHALL CORPORATION
TRIAD INTERNATIONAL MAINTENANCE
CORPORATION
AVIATION SALES MAINTENANCE, REPAIR &
OVERHAUL COMPANY
CARIBE AVIATION, INC.
AIRCRAFT INTERIOR DESIGN, INC.
AERO HUSHKIT CORPORATION
AERO CORPORATION
AERO CORP MACON, INC.
HYDROSCIENCE, INC.
WITNESS:
________________________ By:___________________________________________
Name: Xxxxxx X. Xxxxxxxxx
________________________ Title: Vice President of each
of the foregoing Guarantors
SIGNATURE PAGE 2
