0001161697-05-000378 Sample Contracts

AMENDED AND RESTATED FINANCING AGREEMENT MONROE CAPITAL ADVISORS LLC (AS LENDER) AND AIRCRAFT INTERIOR DESIGN, INC., BRICE MANUFACTURING COMPANY, INC. TIMCO AVIATION SERVICES, INC., TIMCO ENGINE CENTER, INC., TIMCO ENGINEERED SYSTEMS, INC. AND TRIAD...
Financing Agreement • April 18th, 2005 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • Illinois

Schedule 5 - Chief Executive Offices, Locations of Collateral, Formation Locations, Qualification to Do Business Jurisdictions, Etc.

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RATIFICATION OF SUBORDINATION AGREEMENT
Ratification of Subordination Agreement • April 18th, 2005 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services

The undersigned, LJH, LTD., a Texas limited partnership (the “Subordinated Creditor”) has entered into that certain Intercreditor and Subordination Agreement dated as of April 5, 2004 (as amended, the “Subordination Agreement”) with THE CIT GROUP/BUSINESS CREDIT INC., a New York corporation, and HILCO CAPITAL LP, a Delaware limited partnership (“Hilco”). Capitalized terms used herein without definition herein shall have the respective meanings set forth in the Subordination Agreement.

AMENDMENT NO. 2 TO FINANCING AGREEMENT
Financing Agreement • April 18th, 2005 • 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”);

FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 18th, 2005 • Timco Aviation Services Inc • Airports, flying fields & airport terminal services • North Carolina

THIS FIRST AMENDMENT is made with respect to the INTERCREDITOR AGREEMENT (the “Intercreditor Agreement”), made as of April 5, 2004, 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 Lienholders under the Senior Lienholders Loan Agreement, as hereinafter further defined) and MONROE CAPITAL ADVISORS LLC, a Delaware limited liability company (herein referred to as the “Subordinated Lienholder”, as hereinafter further defined), successor to HILCO CAPITAL LP, a Delaware limited partnership (“Hilco”). Terms used and not otherwise defined herein shall have the meanings attributed thereto in the Intercreditor Agreement.

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