AGREEMENTSchedule 13d/A • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services
The undersigned agree that this Schedule 13D/A relating to the common stock of TIMCO Aviation Services, Inc. shall be filed on behalf of the undersigned.
RATIFICATION AGREEMENTRatification Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • North Carolina
RATIFICATION AGREEMENT, dated as of April 10, 2006 (this “Agreement”), among LJH, LTD., a Texas limited partnership, with offices located at 377 Neva Lane, Denison, Texas 75020 (together with its successors and assigns, the “Lender”), AIRCRAFT INTERIOR DESIGN, INC., a Florida corporation (“AID”), BRICE MANUFACTURING COMPANY, INC., a California corporation (“Brice”), TIMCO AVIATION SERVICES, INC., a Delaware corporation (“Parent”), TIMCO ENGINE CENTER, INC., a Delaware corporation (“Engine”), TIMCO ENGINEERED SYSTEMS, INC., a Delaware corporation (“Engineered Systems”), and TRIAD INTERNATIONAL MAINTENANCE CORPORATION, a Delaware corporation (“TIMCO”; AID, Brice, Parent, Engine, Engineered Systems and TIMCO each individually being referred to herein as a “Borrower” and collectively as the “Borrowers”, AVIATION SALES DISTRIBUTION SERVICES COMPANY, a Delaware corporation (“Distribution Services”), AVIATION SALES LEASING COMPANY, a Delaware corporation (“Leasing”), AVIATION SALES PROPERTY M
REGISTRATION RIGHTS AGREEMENT by and among TAS HOLDING, INC. and THE INITIAL HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of April 10, 2006Registration Rights Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • New York
REGISTRATION RIGHTS AGREEMENT (this or the “Agreement”) dated as of April 10, 2006, by and among TAS Holding, Inc., a Delaware corporation (the “Company”), and the Initial Holders specified on the signature pages to this Agreement.
PARTICIPATION AGREEMENTParticipation Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • New York
PARTICIPATION AGREEMENT (this “Agreement”) dated as of April 10, 2006 between LJH, LTD., a Texas limited partnership (the “Seller”), and OWL CREEK ASSET MANAGEMENT, L.P. (the “Participant”).
TRANSACTION AGREEMENT By and Among LJH, LTD., OWL CREEK I, L.P., OWL CREEK II, L.P., OWL CREEK OVERSEAS FUND I, LTD., OWL CREEK OVERSEAS FUND II, LTD. AND TAS HOLDING, INC. As of April 10, 2006Transaction Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
TRANSACTION AGREEMENT, dated as of April 10, 2006 (the “Agreement”), is by and among LJH, Ltd., a Texas limited partnership (“LJH”), Owl Creek I, L.P., Owl Creek II L.P., Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd., each a Delaware limited partnership (together, the “Owl Creek Investors,” and together with LJH, the “Investors”) with respect to certain transactions proposed to be undertaken by LJH and the Owl Creek Investors with respect to their ownership of TIMCO Aviation Services, Inc. (the “Company”), and TAS Holding, Inc., a Delaware corporation (“Newco”).
ASSIGNMENT AND ACCEPTANCEAssignment and Acceptance • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services
Reference is made to the Amended and Restated Financing Agreement dated as of April 8, 2005 (as amended and otherwise modified to the date hereof, the “Financing Agreement”) among Monroe Investments, Inc. (“Monroe Investments”), Monroe Capital Advisors LLC (“Monroe Capital”, and together with Monroe Investments, “Monroe”) and Fortress Credit Opportunities I LP (“Fortress”, and together with Monroe, the “Assignors”) and TIMCO Aviation Services, Inc. and certain of its affiliates parties thereto (collectively, the “Companies”). Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor in the Financing Agreement.
STOCKHOLDERS’ AGREEMENT by and among TAS HOLDING, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of April 10, 2006Stockholders Agreement • April 13th, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
STOCKHOLDERS’ AGREEMENT (the “Agreement”), dated as of April 10, 2006, by and among TAS Holding, Inc., a Delaware corporation (the “Company”), and the Stockholders specified on the signature pages to this Agreement.
