EXHIBIT 10.5
Amendment and Consent Agreement No. 9 for
Lease Agreement and
Certain Other Operative Agreements
THIS AMENDMENT AND CONSENT AGREEMENT NO. 9 (this "Amendment Agreement") is
made and entered into as of the 21/st/ day of May, 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");
XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, f/k/a First Security Bank, National 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:
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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 Lessee desires its Subsidiary, Caribe Aviation, Inc.
("Caribe"), to sell certain assets (the "Caribe Assets") to Xxxxxxxx Sundstrand
Corporation (as described in Section 2(b) below); and
WHEREAS, in connection with such sale, the Lessee desires to cause the
Lessor to transfer the Caribe Parcel (defined below) to Xxxxxxxx Sundstrand
Corporation; and
WHEREAS, the parties hereto desire to amend the Lease Agreement and certain
other Operative Agreements in the manner herein set forth;
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
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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 the Participation Agreement and the Lease Agreement.
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The Participation Agreement and the Lease Agreement are hereby amended as
follows:
(a) Appendix A to the Participation Agreement is amended by adding
each of the following definitions, in the appropriate alphabetical order.
"'Amendment No. 9' shall mean Amendment and Consent Agreement
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No. 9 for Lease Agreement and certain other Operative Agreements dated
as of May 21, 2001, among the Construction Agent, the Lessee, the
Owner Trustee, the Agent, the Holders and Lenders party thereto and
the Guarantors party thereto."
" 'Caribe Parcel' means the Land described on Exhibit C attached
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to Amendment No. 9, the Improvements located on such Land and any
Equipment affixed to such Improvements."
(b) As a result of an inadvertent scrivener's error in Amendment No.
5, the four subsections added to Section 17.1 of the Lease were
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inadvertently labeled (q)-(t), although there was already a subsection (q),
which was not, and was not intended to be, deleted. In order to clarify
the lettering of those subsections, the following subjection is moved to be
added as a subsection (u), and will read as follows:
"(u) A Change of Control shall occur, or"
Section 17.1 of the Lease is further amended by deleting the word "or"
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at the end of subsection (s), and adding the following provision as clause
(v):
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"(v) As of the day immediately preceding the day on which any payment
of the obligations of Aviation Sales under the Senior Subordinated Notes is
to be made (whether then due or not due), after giving effect to the
Obligations (as defined in the Citicorp Loan Documents) outstanding as of
the close of business of the Agent on such preceding day, (A) the Revolving
Credit Availability (as defined in the Citicorp Loan Documents) is not
greater than $10,000,000 and (B) the accounts payable of the Citicorp
Borrowers (exclusive of (1) accounts payable for the businesses sold to KAV
Inventory, LLC and Xxxxxxxxx Industries, Inc. carried on the books of
Distribution (as defined in the Citicorp Loan Documents) as of the date of
consummation of such sales and (2) accounts payable by the Citicorp
Borrowers for professional services) is not less than $17,000,000 in the
aggregate."
(c) Section 20.1 of the Lease Agreement is amended to add the
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following provision as clause (c) at the end of such Section:
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"(c) Purchase of Caribe Parcel. Subject to the conditions set forth
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below in this Section 20.1(c), on the Caribe Amendment Effective Date,
Lessee shall purchase the Caribe Parcel (and cause Lessor to transfer the
Caribe Parcel to the Caribe Transferee (defined below)), at a price equal
to Eight Million Five Hundred Thousand Dollars ($8,500,000) plus all Rent
then due and owing and all other amounts then due and owing (by the Lessee
or the Construction Agent) under this Lease or any other Operative
Agreement plus all costs and expenses incurred by Lessor in connection with
such sale (which the parties do not intend to be a "bargain" purchase
price); and, upon receipt of such amount Lessor shall transfer to Xxxxxxxx
Sundstrand Corporation (the "Caribe Transferee") all of Lessor's right
title and interest in and to the Caribe Parcel in accordance with Section
19.1 (as if the Caribe Parcel were a complete Property). Lessor's
obligation to transfer, and the Lessee's obligation to consummate the
purchase of the Caribe Parcel are contingent upon Agent's written
acknowledgment (which may be delivered via telefacsimile) that Agent has
received such $8,500,000. From and after the transfer of the Caribe Parcel
in accordance with this paragraph, title to those portions of the Miramar
Property (the "Remaining Parcel") other than the Caribe Parcel shall be
retained by the Lessor, and the Remaining Parcel shall be deemed to be a
Property for all purposes of the Operative Agreements." Lessor shall use
such $8,500,000 portion of the purchase price to repay part of the
outstanding principal amounts of Loans and Holder Fundings under the Credit
Agreement, Trust Agreement and Participation Agreement.
(d) Section 28.4.1 of the Lease is hereby amended to read in its
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entirety as follows:
"28.4.1 Minimum Consolidated EBITDA. Aviation Sales shall maintain
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a positive Consolidated EBITDA , determined as of the last day of each
Fiscal Quarter for the Fiscal Quarter then ending."
3. Consents and waivers.
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(a) The Agent, the Owner Trustee, the Lenders and the Holders hereby
consent to the incurrence by Aviation Sales of the Accommodation Obligation
in favor of
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the Caribe Transferee under Section 15.14 of the Asset Purchase Agreement
(defined below).
(b) The Agent, the Owner Trustee, the Lenders and the Holders hereby
consent to the sale by Caribe of the Caribe Assets, and the transfer by the
Owner Trustee of the Caribe Parcel to the Caribe Transferee pursuant to,
and as more particularly described in, the terms of that certain Asset
Purchase Agreement dated as of the Caribe Amendment Effective Date (defined
below), by and among Caribe, the Lessee and the Caribe Transferee (the
"Asset Purchase Agreement"), a copy of which Asset Purchase Agreement has
been delivered to the Agent (the "Caribe Sale"); provided that the cash
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proceeds thereof received upon the consummation of the Caribe Sale are used
for the purposes set forth herein and on Exhibit A to Citicorp Amendment
No. 6.
(c) Subject to the Agent's receipt of the amendment referenced in
Section 5(a)(ii) below, the Agent, the Owner Trustee, the Lenders and the
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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 (the "Citicorp Amendment No.
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6").
(d) The Agent, the Owner Trustee, the Lenders and the Holders hereby
consent to the change of the name of Caribe to AVS/CAI, Inc. substantially
concurrently with the closing of the Caribe Sale.
(e) The Agent, the Owner Trustee, the Lenders and the Holders consent
to the elimination by Citicorp of the $13,000,000 reserve established in
that certain Consent and Waiver of the Existing Aviation Sales Credit
Agreement, dated December 20, 2000, such reserve having been applied
against the outstanding commitments in the Existing Aviation Sales Credit
Agreement.
The consents and waivers contained in this Section 3 are granted only for
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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 any
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.
4. Representations, Warranties and Covenants. The Lessee and the
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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 will be
true on and as of the date that all of the conditions set forth in Section
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5(b) are satisfied (the "Caribe Amendment Effective Date"); 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;
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(b) The audited consolidated financial statements of each of the
Construction Agent and the Lessee as of December 31, 2000, 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. Neither Aviation Sales nor any
Guarantor or any Subsidiary of Aviation Sales has as of the date hereof (or
will have on the Caribe Amendment Effective Date) 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 on the date hereof
(or will exist on the Caribe Amendment Effective Date) which, after giving
effect to this Amendment Agreement, constitutes or will constitute 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.
Since December 31, 2000, no event has occurred (or will occur on or before
the Caribe Amendment Effective Date) 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 as of the date hereof (and there will be on the Caribe
Amendment Effective Date) 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 as of the date hereof (and there will be on
the Caribe Amendment Effective Date) 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 as of the date
hereof (or will be on the Caribe Amendment Effective Date) 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.
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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. Conditions Precedent. The effectiveness of this Amendment Agreement,
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and any amendment, consent or waiver contained herein, shall be subject to
fulfillment of the following conditions precedent:
(a) With respect to Section 3(c), the Agent shall have received on
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the date hereof (or, in the case of clause (iii) below, on May 22, 2001),
in form and substance satisfactory to the Agent, the following:
(i) a fully-executed original of this Amendment Agreement;
(ii) 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;
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(iii) evidence of the payment of all fees and amounts set forth
in Exhibit B attached hereto;
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(b) With respect to any provision of Sections 1, 2 or 3 (other than
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Section 3(c)) of this Amendment Agreement, the Agent shall have received on
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or before May 23, 2201, in form and substance satisfactory to the Agent,
the following:
(i) all of the items described in Section 5(a);
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(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) certified 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;
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(iv) an amendment to the Memorandum of Lease in the form
attached hereto at Exhibit D;
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(v) an amendment to the Lease Supplement in the form attached
hereto as Exhibit E;
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(vi) an Access and Utilities Easement by and between the Caribe
Transferee, the Lessee and the Owner Trustee in the form attached
hereto as Exhibit F;
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(vii) a down-dating endorsement of the title policy issued to
the Agent, with respect to the Remaining Parcel showing no additional
exceptions to coverage, except as approved by the Agent (in its sole
discretion) and confirming that conveyance of the Caribe Parcel does
not affect the title and Lien of Lessor or the Lien of Agent on the
Remaining Parcel;
(viii) such fully-executed UCC-3 financing statements, naming
the Lessee as debtor, the Owner Trustee as secured party, and the
Agent as assignee, and indicating the release of Liens on the Caribe
Parcel in the Collateral, as the Agent may deem necessary or
appropriate;
(ix) such fully executed UCC-3 financing statements, naming the
Owner Trustee as debtor and the Agent as secured party, and indicating
the release of Liens on the Caribe Parcel in the Collateral, as the
Agent may deem necessary or appropriate;
(x) a fully executed copy of the Asset Purchase Agreement, and
all other documents relating to the Caribe Assets and the Caribe
Parcel as Agent may deem reasonably necessary;
(xi) a final survey of the Remaining Parcel and the Caribe
Parcel, acceptable to the Agent in its sole discretion;
(xii) an partial release of the Mortgage in the form attached
hereto as Exhibit G;
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(xiii) a deed (the "Deed"), executed by the Owner Trustee in
favor of Xxxxxxxx Sunstrand Corporation in the form attached hereto as
Exhibit H;
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(xiv) an amendment to the Assignment of Project Rights and
Contract Documents in the form attached hereto as Exhibit I;
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(xv) an acknowledgment executed by Xxxxxxxx Sunstrand
Corporation that the sale price for the Caribe Parcel is $8,500,000
(plus expenses and fees), and that, except for the limited warranties
expressly set forth in the Deed, neither the Owner Trustee nor the
Agent or any Lender or Holder is making any representations or
warranties with respect to, and none of them incurs any obligations as
a result of, the sale of the Caribe Parcel;
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(xvi) evidence of the payment of all taxes due and owing on the
Caribe Parcel and the Remaining Parcel;
(xvii) any additional agreements, instruments or documents which
it may reasonably request in connection herewith;
(c) The correctness in all material respects of the representations
and warranties of the Owner Trustee, Construction Agent and the Lessee
contained herein and in each of the Operative Agreements;
(d) After giving effect to the consents and waivers set forth in
Section 3 of this Amendment Agreement, no Default or Event of Default shall
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have occurred and be continuing;
(e) 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
December 31, 2000;
(f) Since December 31, 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;
(g) 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
(h) None of the members of Aviation Sales' Board of Directors as of
December 31, 2000, shall have ceased acting as members of such Board of
Directors.
6. Release.
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(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
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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
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6. 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 6.
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(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 6; (ii) such party has had advice of counsel of its own
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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 6.
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7. 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.
8. Full Force and Effect of Operative Agreements. Except as hereby
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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.
9. Counterparts. This Amendment Agreement may be executed in one or more
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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.]
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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: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President
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AVIATION SALES COMPANY,
as Lessee
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------------
Title: Vice President
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XXXXX FARGO BANK NORTHWEST, 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: /s/ Xxx X. Xxxxx
----------------------------------------
Name: Xxx X. Xxxxx
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Title: Vice President
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BANK OF AMERICA, N.A., as a Holder and as
a Lender
By: /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
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Title: Senior Vice President
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BANK OF AMERICA, N.A., as Administrative
Agent
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
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Title: Senior Vice President
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SIGNATURE PAGE 1 OF 3
JOINDER BY GUARANTORS
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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/XXXXX-XXXXX
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: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Vice President of each of the foregoing
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Guarantors
AVSRE, L.P.
By: Aviation Sales Property Management Corp.,
its general partner
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxx
--------------------------------------
Title: Vice President
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SIGNATURE PAGE 2 OF 3
AVIATION SALES SPS I, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------------
Title: Vice President
---------------------------------------
SIGNATURE PAGE 3 OF 3
