EXHIBIT 10.3
GUARANTY AGREEMENT
(Series A Obligations)
between
AVIATION SALES COMPANY,
THE OTHER GUARANTORS SIGNATORY HERETO
and
NATIONSBANK, NATIONAL ASSOCIATION,
as Agent for the Series A Lenders
Dated as of December 17, 1998
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GUARANTY AGREEMENT
(SERIES A OBLIGATIONS)
THIS GUARANTY AGREEMENT (SERIES A OBLIGATIONS) (the "Guaranty
Agreement" or the "Guaranty"), dated as of December 17, 1998 is made by AVIATION
SALES COMPANY, a Delaware corporation ("Aviation Sales" or the "Lessee") and THE
OTHER GUARANTORS SIGNATORY HERETO (collectively with Aviation Sales, the
"Guarantors") to NATIONSBANK, NATIONAL ASSOCIATION, as Administrative Agent (the
"Agent") for the ratable benefit of the Series A Lenders (as defined in the
Participation Agreement referred to below).
W I T N E S S E T H:
WHEREAS, the Agent and First Security Bank, N.A. (the "Borrower") have
entered into the Credit Agreement dated as of the date hereof (as from time to
time amended, modified, restated or supplemented, the "Credit Agreement"); and
Aviation Sales, as Construction Agent (the "Construction Agent"), Aviation
Sales, as Lessee (the "Lessee"), the Borrower, the Holders party thereto from
time to time, the Lenders party thereto from time to time, and the Agent have
entered into the Participation Agreement dated as of the date hereof (as from
time to time amended, modified, restated or supplemented, the "Participation
Agreement"); and
WHEREAS, pursuant to the Credit Agreement, the Participation Agreement
and certain other Operative Agreements (as defined in the Participation
Agreement), the Lenders with respect to the Series A Loans (the "Series A
Lenders") will extend a credit facility to the Borrower in the aggregate
principal amount of up to the aggregate Commitments for Series A Loans under the
Credit Agreement; and
WHEREAS, the proceeds of the Series A Loans will be used by the
Borrower to acquire and improve certain Properties which will be leased by the
Borrower to the Lessee as set forth in the Operative Agreements; and
WHEREAS, it is condition to the obligations of the Series A Loans under
the Credit Agreement that the Guarantors execute and deliver this Guaranty
Agreement; and
WHEREAS, Aviation Sales is the Lessee of the Properties and the other
Guarantors are direct or indirect subsidiaries of Aviation Sales, all of which
will materially benefit from (a) the Series A Lenders' extension of the credit
facility and making of Series A Loans to the Borrower, and (b) the Borrower's
acquisition and improvement of the Properties and its lease of the Properties to
the Lessee; and the Guarantors are willing to enter into this Guaranty to
provide an inducement for the Series A Lenders to extend the credit facility and
make Series A Loans to the Borrower;
NOW, THEREFORE, as required under the Operative Agreements and in order
to induce the Series A Lenders to extend the credit facility and to make Series
A Loans, each Guarantor agrees as follows:
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1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Credit Agreement or (if
not defined in the Credit Agreement) in the Participation Agreement.
2. GUARANTY. Each Guarantor hereby, effective immediately following the
Completion of a Property (the "Completion Date"), unconditionally, absolutely,
continually and irrevocably guarantees to the Agent and the Series A Lenders the
payment in full of the Borrower's Liabilities (as defined below). For all
purposes of this Guaranty Agreement, "Borrower's Liabilities" means: the
Borrower's prompt payment in full, when due or declared due and at all such
times, of all Series A Loans and all other amounts pursuant to the terms of the
Credit Agreement, the Series A Notes and all other Operative Agreements
heretofore, now or at any time or times hereafter owing, arising, due or payable
from the Borrower to the Series A Lenders (or to the Agent on behalf of the
Series A Lenders), including without limitation all principal and interest on
any Series A Loans, and any fees or expenses (including, but not limited to,
attorneys' fees and expenses). Each Guarantor's obligations to the Agent and the
Series A Lenders under this Guaranty Agreement are hereinafter collectively
referred to as the "Guarantors' Obligations".
Each Guarantor agrees that, as of the Completion Date it shall be
directly and primarily liable for the Borrower's Liabilities.
3. PAYMENT. If the Borrower shall, on or after the Completion Date
default in payment of any Borrower's Liabilities, when and as the same shall
become due (and such default is not cured within the applicable grace period, if
any), whether according to the terms of the Credit Agreement, any Series A Note
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 Agent, or its successors or assigns,
will AS OF THE DATE OF THE AGENT'S DEMAND fully pay to the Agent (for the
benefit of the Series A Lenders), 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 Credit Agreement, any Series A Note or any other Operative
Agreement, or any other guaranty of the Borrower's Liabilities, and shall not be
affected by any action taken under the Credit Agreement, any Series A Note or
any other Operative Agreement, any other guaranty of the Borrower's Liabilities,
or any other agreement between the Borrower and the Agent, any Series A Lender
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 Borrower's Liabilities, or by the release or other
disposal of any security for any of the Borrower's Liabilities, or by the
dissolution of the Lessee or the combination or consolidation of the Lessee or
the Borrower into or with another entity or any transfer or disposition of any
assets of the Lessee or the Borrower, or by any extension or renewal of the
Credit Agreement, any Series A Note or any other Operative Agreement, in whole
or in part, or by any modification, alteration, amendment or addition of or to
the Credit Agreement, any Series A Note or any other Operative Agreement, any
other guaranty of the Borrower's Liabilities, or any other agreement between the
Borrower and the
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Agent, any Series A Lender or any other Person, or by any defense to or
avoidance or rejection (by a bankruptcy trustee or otherwise) of the Credit
Agreement, any Series A Note 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 Guarantors'
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) the Guarantors' Obligations are absolute and separate from
the Borrower's obligations under the Credit Agreement, any Series A Note or any
other Operative Agreement, (b) the Guarantors' Obligations hereunder shall not
be reduced, limited or otherwise affected if the Credit Agreement, any Series A
Note 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 Guarantor's Obligations, hereunder, the amount of the
Borrower's Liabilities shall include without limitation all principal and
interest on any Series A Loan and any other amount which is due or may become
due under the Credit Agreement, any Series A Note or any other Operative
Agreement, including without limitation any principal, interest or other amount
that would have been payable at any time but for the avoidance, rejection or
limitation of any Operative Agreement in a bankruptcy or similar proceeding.
5. CURRENCY AND FUNDS OF PAYMENT. Each Guarantor hereby guarantees that
the Guarantor's 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
Borrower's Liabilities, or the rights of the Agent (or any Series A Lender) with
respect thereto as against the Borrower, 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 Borrower'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
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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 the Lessor thereof (each of the foregoing an "Event of Default"
hereunder); then notwithstanding any collateral that the Agent or any Lender may
possess from the Borrower or any Guarantor or any other guarantor of the
Borrower's Liabilities, or any other party, at the Agent's election and without
notice thereof or demand therefor, so long as such Event of Default shall be
continuing, the Guarantor's Obligations shall immediately become due and
payable.
7. SUITS. Each Guarantor shall from time to time on or after the
Completion Date pay to the Agent (on behalf of the Series A Lenders), on demand,
at the Agent's place of business set forth in the Credit Agreement, the
Guarantor's Obligations as they become or are declared due, and in the event
such payment is not made forthwith, the Agent may proceed to suit against any
Guarantor or all the Guarantors. At the Agent's election, one or more and
successive or concurrent suits may be brought hereon by the Agent against the
Guarantors, whether or not suit has been commenced against the Borrower, any
other guarantor of the Borrower's Liabilities, or any other Person and whether
or not the Agent has taken or failed to take any other action to collect all or
any portion of the Borrower's Liabilities.
8. SET-OFF AND WAIVER. Each Guarantor waives any right to assert
against the Agent or any Series A Lender 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, the
Borrower, the Agent, any Lender, or any Holder, without waiving any additional
defenses, set-offs, counterclaims or other claims otherwise available to such
Guarantor. If at any time hereafter the Agent or any Series A Lender employs
counsel for advice or other representation to enforce the Guarantor's
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 Agent (or such Series A Lender), on demand.
9. WAIVER; SUBROGATION.
(a) Each Guarantor hereby waives notice of the following events or
occurrences: (i) the Agent's (or any Lender's) acceptance of this Guaranty
Agreement; (ii) any Series A Lender's heretofore, now or from time to time
hereafter, making any advances to the Borrower whether pursuant to the Credit
Agreement or any Series A Note, or any amendments, modifications, restatements
or supplements thereto, or replacements or extensions thereof; (iii) the
Borrower, the Agent or any Lender heretofore, now or at any time hereafter,
obtaining, amending, substituting for, releasing, waiving or modifying the
Credit Agreement, any Series A Note or any other Operative Agreements; (iv)
presentment, demand, notices of default, non-payment, partial payment and
protest; (v) the Agent (or any Lender) heretofore, now or at any time hereafter,
granting to the Borrower (or any other party liable to the Lessor on account of
the Borrower's Liabilities) any indulgence or extensions of time of payment of
the Borrower's Liabilities; and (vi) the Borrower heretofore, now
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or at any time hereafter, accepting from the Agent (or any Lender) or any other
person, any partial payment or payments on account of the Borrower's Liabilities
or any collateral securing the payment thereof or the Agent (or any Lender)
settling, subordinating, compromising, discharging or releasing the same. Each
Guarantor agrees that on or after the Completion Date the Agent (or any Lender)
may at any time thereafter do any or all of the foregoing in such manner, upon
such terms and at such times as the Agent (or any Lender), in its sole and
absolute discretion, deems advisable, without in any way or respect impairing,
affecting, reducing or releasing any Guarantor from the Guarantor's 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 Guarantor's Obligations under this Guaranty Agreement may be
enforced by the Agent upon demand by the Agent to such Guarantor without the
Agent being required, each Guarantor expressly waiving any right it may have to
require the Agent, to (i) prosecute collection or seek to enforce or resort to
any remedies against the Lessee, the Borrower or the other Guarantors or any
other guarantor of the Lessee's Liabilities, IT BEING EXPRESSLY UNDERSTOOD,
ACKNOWLEDGED AND AGREED TO BY EACH GUARANTOR THAT DEMAND UNDER THIS GUARANTY
AGREEMENT MAY BE MADE BY THE AGENT, AND THE PROVISIONS HEREOF ENFORCED BY THE
AGENT, EFFECTIVE AS OF THE FIRST DATE ON OR AFTER THE COMPLETION 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 Agent by the Borrower or any other Person on account of the Lessee's
Liabilities or any guaranty thereof. The Agent 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
Guarantor's Obligations shall in no way be impaired, affected, reduced, or
released by reason of the Agent'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 Borrower's Liabilities have been paid in full and the
Lenders and the Holders have no further obligation to make any Loan or Holder
Advance, no Guarantor shall have any right of subrogation, reimbursement or
indemnity, nor any right of recourse to security for the Borrower'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 Borrower
within the meaning of Section 101 of the Bankruptcy Code, and to prevent each
Guarantor from constituting a creditor of Borrower 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 Agent may at any time hereafter have
against any Guarantor under this Guaranty Agreement may be asserted by the Agent
by written notice directed to such Guarantor.
10. EFFECTIVENESS; ENFORCEABILITY. This Guaranty Agreement shall be
effective as of the Completion Date and shall continue in full force and effect
until the Borrower's Liabilities are fully
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paid and the Credit Agreement, each Series A Note and the Participation
Agreement have terminated in accordance with their respective terms. The Agent
shall give the Guarantors written notice of such termination at the address set
forth in Section 17 below. This Guaranty Agreement shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the
Agent, each Series A Lender, and their respective successors and assigns.
Notwithstanding the foregoing, no Guarantor may, without the prior written
consent of the Agent, assign any rights, powers, duties or obligations
hereunder.
11. REPRESENTATIONS AND WARRANTIES. Each Guarantor warrants and
represents to the Agent and each Series A Lender that such Guarantor 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 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. INCORPORATION OF COVENANTS. Reference is made to Article XXVIII of
the Lease, and the "Incorporated Covenants" (as defined therein). Each Guarantor
agrees with the Lessor that, effective as of the date hereof (whether or not the
Basic Term has commenced with respect to any Property), the Incorporated
Covenants (and all other relevant provisions of the Existing Aviation Sales
Credit Agreement related thereto) are hereby incorporated by reference into this
Guaranty Agreement to the same extent and with the same effect as if set forth
fully herein and shall inure to the benefit of the Lessor, without giving effect
to any waiver, amendment, modification or replacement of the Existing Aviation
Sales Credit Agreement or any term or provision of the Incorporated Covenants
occurring subsequent to the date of this Guaranty, except to the extent any such
waiver or modification (or any covenants contained in any New Facility) are
approved as Incorporated Covenants pursuant to Section 28.1(a) of the Lease.
Without limiting the generality of the foregoing, from and after the date hereof
(whether or not the Basic Term has commenced with respect to any Property), to
the extent that the Incorporated Covenants require Aviation Sales or any of its
Subsidiaries to deliver any financial statement, certificate, notice, report, or
other document or information to the Existing Credit Agent (or any other agent
under the applicable credit facility), each Guarantor shall simultaneously
deliver a copy of such financial statement, certificate, notice, report,
document or information to the Agent, each Lender and (upon Lessor's request)
the Lessor.
13. EXPENSES. Each Guarantor agrees to be liable for the payment of all
fees and expenses, including attorney's fees, incurred by the Agent or any
Series A Lender in connection with the enforcement of this Guaranty Agreement.
14. 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
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the Credit Agreement, any Series A Note any other Operative Agreement or this
Guaranty Agreement is rescinded or must be restored for any reason.
15. 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.
16. RELIANCE. Each Guarantor represents and warrants to the Agent and
each Series A Lender that: (a) such Guarantor has adequate means to obtain from
Borrower, on a continuing basis, information concerning Lessee or Borrower and
Lessee's or Borrower's financial condition and affairs and has full and complete
access to Lessee's or Borrower's books and records; (b) such Guarantor is not
relying on 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 Borrower and Lessee's and
Borrower'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 Agent, any Lender, or any of their respective employees, agents or
representatives, for any information whatsoever concerning Lessee or Borrower or
Lessee's or Borrower'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 Agent nor any Lender has any
duty or responsibility whatsoever, now or in the future, to provide to such
Guarantor any information concerning Lessee or the Borrower or Lessee's or the
Borrower's financial condition and affairs, other than as expressly provided
herein, and that, if such Guarantor receives any such information from 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 Agent, any Lender, or any of their respective employees,
agents or other representatives, with respect to such information.
17. 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 Borrower's
Liabilities have been fully paid and the Credit Agreement, each Series A Note
and the Participation Agreement have terminated in accordance with their
respective terms.
18. 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:
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(a) if to any Guarantor:
c\of Aviation Sales Corporation
0000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention:________________________________
Telephone No.:____________________________
Telecopy No.:_____________________________
(b) if to the Administrative 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
19. 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.
20. SUBMISSION TO JURISDICTION; WAIVERS. Each of the parties hereto
irrevocably and unconditionally:
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(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 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 18
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 20 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.
ADMINISTRATIVE AGENT:
NATIONSBANK, NATIONAL ASSOCIATION, as
Administrative Agent for the Series A Lenders
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 COMPANY
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
