SECOND AMENDMENT TO AMENDED AND RESTATED FINANCING AGREEMENTFinancing Agreement • April 21st, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • Illinois
THIS SECOND AMENDMENT, dated as of April 10, 2006 (this “Amendment”), to the Amended and Restated Financing Agreement, dated as of April 8, 2005 (as amended by the First Amendment to Amended and Restated Financing Agreement dated as of September 28, 2005 (the “First Amendment”)) (collectively, the “Financing 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”) and assignee of each of FORTRESS CREDIT OPPORTUNITIES I LP (hereinafter, the “Existing Lender”), MONROE INVESTMENTS, INC. and MONROE CAPITAL ADVISORS LLC (hereinafter, the “Original 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 (“En
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • April 21st, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • North Carolina
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this “Agreement”), made as of the 20th day of April, 2006, by and between THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation (“CITBC”), individually and in its capacity as agent (in such capacity, the “Agent”) for the Senior Lenders under the Senior Lenders Loan Agreement, as hereinafter further defined; and LJH, LTD., a Texas limited partnership (herein referred to as the “Subordinated Lender”, as hereinafter further defined);
TIMCO AVIATION SERVICES, INC., f/k/a AVIATION SALES COMPANY, Issuer, THE SUBSIDIARY GUARANTORS NAMED HEREIN and HSBC BANK USA, NATIONAL ASSOCIATION (as successor to HSBC Bank USA) Trustee SUPPLEMENTAL INDENTURE Dated as of October 12, 2005Supplemental Indenture • April 21st, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 12, 2005, among TIMCO Aviation Services, Inc., f/k/a Aviation Sales Company, a Delaware corporation (the “Company”), Aviation Sales Distribution Services Company, Aviation Sales Leasing Company, TMAS/ASI, Inc., AVS/M-1, Inc., AVS/M-2, Inc., AVS/M-3, Inc., Aviation Sales Property Management Corp., Timco Engine Center, Inc., Whitehall Corporation, Triad International Maintenance Corporation, AVS/CAI, Inc., Aircraft Interior Design, Inc., Hydroscience, Inc., Timco Engineered Systems, Inc., AVSRE, L.P., and Brice Manufacturing Company, Inc. (collectively, the “Subsidiary Guarantors”) and HSBC Bank USA, National Association, a national banking corporation (as successor to HSBC Bank USA), as Trustee (the “Trustee”), under the Indenture dated as of February 28, 2002, among the Company, certain of the Subsidiary Guarantors and the Trustee, (as supplemented before the date hereof, the “Indenture”). Capitalized term
AMENDMENT NO. 4 TO FINANCING AGREEMENTFinancing Agreement • April 21st, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • North Carolina
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 being collectively called the “Borrowers” and individually, a “Borrower”);
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”) is entered into effective as of the 1st day of January, 2006, by and between TIMCO AVIATION SERVICES, INC., a Delaware corporation (“Company”), and KEVIN CARTER (“Employee”)
RATIFICATION AGREEMENT AND RELEASEFinancing Agreement • April 21st, 2006 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • Delaware
RATIFICATION AGREEMENT AND RELEASE, dated as of April 20, 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 SAL
