American Aircarriers Support Inc Sample Contracts

American Aircarriers Support Inc – FIFTH AMENDMENT AND FORBEARANCE AGREEMENT (August 14th, 2000)

1 EXHIBIT 10.1 FIFTH AMENDMENT AND FORBEARANCE AGREEMENT THIS FIFTH AMENDMENT AND FORBEARANCE Agreement (this "Agreement") is made and entered into as of the 30th day of June, 2000, by and among BANK OF AMERICA, N.A., formerly NationsBank, N.A., as agent (the "Agent") for the lenders (the "Lenders") from time to time party to the Loan Agreement (as hereafter defined), the Lenders, AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AAS"), and the Subsidiaries of AAS party to the Loan Agreement as borrowers (together with AAS, the "Borrowers"). W I T N E S S E T H : WHEREAS, the Agent, the Lenders and the Borrowers entered into that certain Loan and Security Agreement, dated as of May 25, 1999 (as amended from time to time, the "Loan Agreement"), pursuant to which the Agent and the Lenders agreed to extend certain financial

American Aircarriers Support Inc – LOAN AND SECURITY AGREEMENT (August 14th, 2000)

1 EXHIBIT 10.2 WAIVER AND SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS WAIVER AND SIXTH AMENDMENT TO LOAN AND SECURITY Agreement (this "Amendment") is made and entered into as of the 7th day of August, 2000, by and among BANK OF AMERICA, N.A., formerly NationsBank, N.A., as agent (the "Agent") for the lenders (the "Lenders") from time to time party to the Loan Agreement (as hereafter defined), the Lenders, AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AAS"), and the Subsidiaries of AAS party to the Loan Agreement as borrowers (together with AAS, the "Borrowers"). W I T N E S S E T H : WHEREAS, the Agent, the Lenders and the Borrowers entered into that certain Loan and Security Agreement, dated as of May 25, 1999 (as amended from time to time, the "Loan Agreement"), pursuant to

American Aircarriers Support Inc – FIRST AMENDMENT TO INDUSTRIAL SUBLEASE (March 30th, 2000)

1 EXHIBIT 10.5.15 FIRST AMENDMENT TO INDUSTRIAL SUBLEASE TUCSON AIRPORT AUTHORITY AND AAS COMPLETE CONTROLS INC. This First Amendment to Industrial Sublease is entered into this first day of January, 2000, by and between Tucson Airport Authority, Inc., an Arizona nonprofit corporation ("Authority"), and AAS Compete Controls, Inc., an Arizona corporation ("Tenant"). A. Authority and Tenant previously entered into that certain Industrial Sublease dated August 1, 1999 (the "Lease") with respect to certain premises located at 7001 South Park Avenue on the Tucson International Airport. B. The Lease was for an initial term of five (5) years, with five (5) one-year extension options, at the discretion of the Authority. C. Tenant and Authority are also parties to that certain Industrial Sublease dated January 1, 20

American Aircarriers Support Inc – AND SECURITY AGREEMENT (March 30th, 2000)

1 EXHIBIT 10.4.16 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 21 day of December, 1999, by and among the financial institutions party to the below-described Loan Agreement (the "Lenders"), BANK OF AMERICA, N.A., formerly NationsBank, N.A., as agent for the Lenders (the "Agent"), AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AAS"), and the Subsidiaries of AAS party hereto as borrowers (together with AAS, the "Borrowers"). W I T N E S S E T H : WHEREAS, the Agent, the Lenders and the Borrowers entered into that certain Loan and Security Agreement, dated as of May 25, 1999 (as amended from time to time, the "Loan Agreement"), pursuant to which the Agent and the Lenders agreed to ex

American Aircarriers Support Inc – INDUSTRIAL SUBLEASE (March 30th, 2000)

1 Exhibit 10.5.14 850 E. TETON INDUSTRIAL SUBLEASE EFFECTIVE DATE: AUGUST 1, 1999 PARTIES AND ADDRESSES: "AUTHORITY": TUCSON AIRPORT AUTHORITY, INC., an Arizona nonprofit corporation 7005 S. Plumer Avenue Tucson, Arizona 85706 "TENANT": AAS-COMPLETE CONTROLS INC. AN ARIZONA CORPORATION MICAH CHAPMAN, PRESIDENT AND JOE CIVILETTO, CHIEF OPERATING OFFICER 850 E. TETON RD. SUITE 8 TUCSON, ARIZONA 85706 EXHIBITS: Exhibits lettered A, B and C are ann

American Aircarriers Support Inc – THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. (March 30th, 2000)

1 EXHIBIT 10.4.14 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. PROMISSORY NOTE $3,000,000.00 January ____ , 2000 Charlotte, North Carolina For value received AAS TECHNOLOGIES, INC., a South Carolina corporation (the "Company"), promises to pay to O'H RANKIN PROPERTIES or its assigns (the "Holder") the aggregate principal sum of Three Million Dollars ($3,000,000.00) with interest on the outstanding prin

American Aircarriers Support Inc – LOAN AND SECURITY AGREEMENT (March 30th, 2000)

1 EXHIBIT 10.4.15 FIRST AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT AND WAIVER TO Loan and Security Agreement (the "Amendment") is made and entered into effective as of the ___ day of November, 1999, by and among BANK OF AMERICA, N.A., formerly NationsBank, N.A., as agent for the lenders party to the Loan Agreement (as hereafter defined) from time to time (the "Agent"), the financial institutions party to the Loan Agreement (the "Lenders"), AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AAS"), and the Subsidiaries of AAS party hereto as borrowers (together with AAS, the "Borrowers"). W I T N E S S E T H : WHEREAS, the Agent, the Lenders and the Borrowers entered into that certain Loan and Security Agreement, dated May 25, 1999 (as amended from time to time, the

American Aircarriers Support Inc – AND SECURITY AGREEMENT (March 30th, 2000)

1 EXHIBIT 10.4.17 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of the 21st day of January, 2000, by and among the financial institutions party to the below-described Loan Agreement (the "Lenders"), BANK OF AMERICA, N.A., formerly NationsBank, N.A., as agent for the Lenders (the "Agent"), AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AAS"), and the Subsidiaries of AAS party hereto as borrowers (together with AAS, the "Borrowers"). W I T N E S S E T H : WHEREAS, the Agent, the Lenders and the Borrowers entered into that certain Loan and Security Agreement, dated as of May 25, 1999 (as amended from time to time, the "Loan Agreement"), pursuant to which the Agent and the Lenders agreed to ex

American Aircarriers Support Inc – INDUSTRIAL SUBLEASE (March 30th, 2000)

1 EXHIBIT 10.5.12 850 E. TETON INDUSTRIAL SUBLEASE EFFECTIVE DATE: January 1, 2000 PARTIES AND ADDRESSES: "AUTHORITY": Tucson Airport Authority, Inc., an Arizona nonprofit corporation 7005 S. Plumer Avenue Tucson, Arizona 85706 "TENANT": AAS-Complete Controls, Inc. an Arizona Corporation 850 E. Teton Rd. Suite 8 Tucson, Arizona 85706 EXHIBITS: Exhibits lettered A, B and C are annexed to this Suble

American Aircarriers Support Inc – EXECUTIVE EMPLOYMENT AGREEMENT (September 17th, 1999)

1 EXHIBIT 10.1.9 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT effective April 1, 1999 (the "Agreement") by and between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Company") with principal offices at Fort Mill, South Carolina and FRANK ZAMBO (the "Employee"). NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company agrees to employ the Employee and the Employee agrees to serve the Company as the Vice President of a newly formed subsidiary that acquired the assets of Complete Controls, Inc. ("CCI"). 2. Position and Responsibilities. The Employee shall exert his best efforts and devote full time and attention to the affairs of the Company. Employee shall have no ownership in or operate any other active closely-held corporation or

American Aircarriers Support Inc – EXECUTIVE EMPLOYMENT AGREEMENT (September 17th, 1999)

1 EXHIBIT 10.1.8 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT effective April 1, 1999 (the "Agreement") by and between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Company") with principal offices at Fort Mill, South Carolina and MICAH CHAPMAN (the "Employee"). NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company agrees to employ the Employee and the Employee agrees to serve the Company as the President of a newly formed subsidiary that acquired the assets of Complete Controls, Inc. ("CCI"). 2. Position and Responsibilities. The Employee shall exert his best efforts and devote full time and attention to the affairs of the Company. Employee shall have no ownership in or operate any other active closely-held corporation or

American Aircarriers Support Inc – ASSET PURCHASE AGREEMENT (September 17th, 1999)

1 EXHIBIT 2.5 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 1st day of April, 1999, by and among COMPLETE CONTROLS, INC., an Arizona corporation ("Seller"), MICAH CHAPMAN, GLEN HISCOX and FRANK ZAMBO (collectively referred to as "Shareholders") and AMERICAN AIRCARRIERS SUPPORT ACQUISITION IV CORP. (the "Purchaser"), a Arizona subsidiary of AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AASI"). W I T N E S S E T H: WHEREAS, the Seller is engaged in the business of maintaining, overhauling, supplying and redistributing aircraft flight controls and associated parts to commercial and cargo airlines. WHEREAS, the Shareholders own one hundred percent (100%) of the outstanding shares of Seller. WHEREAS, the Seller desires to sell and the Purchaser desires to

American Aircarriers Support Inc – INDUSTRIAL SUBLEASE (September 17th, 1999)

1 EXHIBIT 10.5.10 850 E. TETON INDUSTRIAL SUBLEASE EFFECTIVE DATE: JANUARY 1, 1998 PARTIES AND ADDRESSES: "AUTHORITY": TUCSON AIRPORT AUTHORITY, INC., an Arizona nonprofit corporation 7005 S. Plumer Avenue Tucson, Arizona 85706 "TENANT": COMPLETE CONTROLS INC. AN ARIZONA CORPORATION 850 E. TETON RD. SUITE 8 TUCSON, ARIZONA 85706 EXHIBITS: Exhibits lettered A and B are annexed to this Sublease and incorporated herein by this reference. 2 RECITALS A. Authority has leased from the City of Tucson, a municipal corporation, the airport known as Tucson Internation

American Aircarriers Support Inc – INDUSTRIAL SUBLEASE (September 17th, 1999)

1 EXHIBIT 10.5.11 850 E. TETON INDUSTRIAL SUBLEASE EFFECTIVE DATE: JANUARY 1, 1999 PARTIES AND ADDRESSES: "AUTHORITY": TUCSON AIRPORT AUTHORITY, INC., an Arizona nonprofit corporation 7005 S. Plumer Avenue Tucson, Arizona 85706 "TENANT": COMPLETE CONTROLS INC. AN ARIZONA CORPORATION 850 E. TETON RD. SUITE 8 TUCSON, ARIZONA 85706 EXHIBITS: Exhibits lettered A and B are annexed to this Sublease and incorporated herein by

American Aircarriers Support Inc – 1998 OMNIBUS STOCK OPTION PLAN (September 17th, 1999)

1 EXHIBIT 10.3.2 AMERICAN AIRCARRIERS SUPPORT, INCORPORATED 1998 OMNIBUS STOCK OPTION PLAN 1. PURPOSE The purpose of this Plan is to promote the interest of the Corporation and its stockholders and the Corporation's success by providing a method whereby a variety of equity-based incentive and other Awards may be granted to Employees and Directors of the Corporation and its Subsidiaries and to selected Consultants. 2. DEFINITIONS A. "AWARD" means any form of stock option, restricted stock, Performance Unit, Performance Share, stock appreciation right, dividend equivalent or other incentive award granted under the Plan. B. "AWARD NOTICE" means any written notice from the Corporation to a Participant or agreement between the Corporation and a Participant that establishes the terms applicable to an Award. C. "BOARD OF DIRECTORS"

American Aircarriers Support Inc – INDUSTRIAL SUBLEASE (September 17th, 1999)

1 EXHIBIT 10.5.12 850 E. TETON INDUSTRIAL SUBLEASE EFFECTIVE DATE: AUGUST 1, 1999 PARTIES AND ADDRESSES: "AUTHORITY": TUCSON AIRPORT AUTHORITY, INC., an Arizona nonprofit corporation 7005 S. Plumer Avenue Tucson, Arizona 85706 "TENANT": AAS- COMPLETE CONTROLS INC. AN ARIZONA CORPORATION MICAH CHAPMAN, PRESIDENT AND JOE CIVILETTO, CHIEF OPERATING OFFICER 850 E. TETON RD. SUITE 8 TUCSON, ARIZONA 85706 EXHIBITS:

American Aircarriers Support Inc – LOAN AND SECURITY AGREEMENT (August 12th, 1999)

1 ================================================================================ LOAN AND SECURITY AGREEMENT Dated as of May 25, 1999 Among American Aircarriers Support, Incorporated and CERTAIN SUBSIDIARIES NAMED HEREIN (collectively, the Borrowers) and THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME (the Lenders) and NATIONSBANK, N.A. (the Agent) ================================================================================ 2 TABLE O

American Aircarriers Support Inc – COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY (June 3rd, 1999)

1 STATE OF FLORIDA COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY THIS AGREEMENT, effective the 17th day of December, 1998, by and between CONDOR PROPERTIES OF MIAMI II, INC., hereinafter referred to as "Lessor", and AAS LANDING GEAR SERVICES, INC., a Florida corporation, hereinafter referred to as "Lessee"; W I T N E S S E T H WHEREAS, Lessor owns certain realty suitable for leasing; WHEREAS, Lessee is desirous of leasing said realty to utilize as a plating facility; NOW, THEREFORE, in consideration of and subject to the premises, the mutual covenants herein contained, and each and every act performed hereunder by all of the parties, such parties enter into the following Articles of Agreement: ARTICLE I THE DEMISED PREMISES AND THE TERM Section 1.01 - Demised Premises. Lessor hereby warrants that it is the owner of that certa

American Aircarriers Support Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 3rd, 1999)

1 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT signed the 8th day of February, 1999 to be effective January 21, 1999 (the "Agreement") by and between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation (the "Company") with principal offices at Fort Mill, South Carolina and JOSEPH E. CIVILETTO (the "Executive"). NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company agrees to employ the Executive and the Executive agrees to serve the Company as its Chief Operating Officer and President. In addition, for so long as Executive is employed by Company, he shall agree to serve and the Company shall nominate him to a position on the Board of Directors. 2. Position and Responsibilities. The Executive shall exert his best efforts and devote full time and attention to the affairs of the Comp

American Aircarriers Support Inc – MODIFICATION AND WAIVER AGREEMENT (June 3rd, 1999)

1 MODIFICATION AND WAIVER AGREEMENT THIS MODIFICATION AND WAIVER AGREEMENT (the "Agreement") is made and entered into as of the 3rd day of March, 1999 between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Borrower") and NATIONSBANK, N.A. (the "Bank"). STATEMENT OF PURPOSE The Borrower and the Bank are parties to a Loan Agreement dated July 13, 1998 (as heretofore amended, the "Loan Agreement"). The Bank has agreed to further amend the Loan Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, each to the other, the parties do hereby agree as follows: 1. Amendment of Loan Agreement. (a) Section 1 of the Loan Agreement is amended by inserting the following definitions in proper alphabetical order: EBITDA.

American Aircarriers Support Inc – OCCUPANCY UNDER SUBLEASE AGREEMENT (June 3rd, 1999)

1 AGREEMENT TO TERMINATE SUBTENANT'S RIGHT OF OCCUPANCY UNDER SUBLEASE AGREEMENT This Agreement To Terminate Subtenant's Right of Occupancy Under Sublease Agreement (this "Agreement") is entered into effective as of this 1st day of October, 1998 (the "Effective Date"), by and among SHASTA AVIATION CORP., d.b.a. CRESCENT HELICOPTERS ("Sublessor"), GLOBAL TURBINE SERVICES, INC. ("Sublessee") and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED ("Assignee"). RECITALS A. Effective December 3, 1997, the Sublessor and Sublessee entered into the Sublease Agreement attached hereto and incorporated herein as Exhibit A (the "Sublease") for the premises described therein (the "Premises"). B. Tenant accepted the condition of the Premises and has been in continuous occupation of the Premises since the effective date of the Sublease. C. Tenant is selling its assets to Assignee, and has reques

American Aircarriers Support Inc – MODIFICATION AND WAIVER AGREEMENT (June 3rd, 1999)

1 MODIFICATION AND WAIVER AGREEMENT THIS MODIFICATION AND WAIVER AGREEMENT (the "Agreement") is made and entered into as of the ____ day of January, 1999 between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Borrower") and NATIONSBANK, N.A. (the "Bank"). STATEMENT OF PURPOSE The Borrower and the Bank are parties to a Loan Agreement (the "Loan Agreement") dated July 13, 1998. The Bank has agreed to amend the Loan Agreement and to provide for a limited waiver of the Borrowing Base Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, each to the other, the parties do hereby agree as follows: 1. Amendment of Loan Agreement. (a) Section 2.A. is amended to increase the Bank's commitment to make Working Capital

American Aircarriers Support Inc – BASIC LEASE INFORMATION (June 3rd, 1999)

1 BASIC LEASE INFORMATION LANDLORD: Crescent Resources, Inc. 400 South Tryon Street, Suite 1300 [zip code 28202] P.O. Box 1003 [zip code 28201-1003] Charlotte, North Carolina Attention: Director of Property Management TENANT: American Aircarriers Support, Inc. ------------------------------------------- ------------------------------------------- LEASE EXECUTION DATE: November _6, 1998 ADDRESS OF PREMISES: 587 Greenway Industrial Drive Lakemont Business Park Fort Mill, South Carolina 29715 PREMISES: Approximately 121,767 gross square feet of space in the Building, of which 15,000 square feet is office

American Aircarriers Support Inc – COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY (March 16th, 1999)

1 STATE OF FLORIDA COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY THIS AGREEMENT, effective the 17th day of December, 1998, by and between CONDOR PROPERTIES OF MIAMI II, INC., hereinafter referred to as "Lessor", and AAS LANDING GEAR SERVICES, INC., a Florida corporation, hereinafter referred to as "Lessee"; W I T N E S S E T H WHEREAS, Lessor owns certain realty suitable for leasing; WHEREAS, Lessee is desirous of leasing said realty to utilize as a plating facility; NOW, THEREFORE, in consideration of and subject to the premises, the mutual covenants herein contained, and each and every act performed hereunder by all of the parties, such parties enter into the following Articles of Agreement: ARTICLE I THE DEMISED PREMISES AND THE TERM Section 1.01 - Demised Premises. Lessor hereby warrants that it is the owner of that certa

American Aircarriers Support Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 16th, 1999)

1 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT signed the 8th day of February, 1999 to be effective January 21, 1999 (the "Agreement") by and between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation (the "Company") with principal offices at Fort Mill, South Carolina and JOSEPH E. CIVILETTO (the "Executive"). NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company agrees to employ the Executive and the Executive agrees to serve the Company as its Chief Operating Officer and President. In addition, for so long as Executive is employed by Company, he shall agree to serve and the Company shall nominate him to a position on the Board of Directors. 2. Position and Responsibilities. The Executive shall exert his best efforts and devote full time and attention to the affairs of the Comp

American Aircarriers Support Inc – MODIFICATION AND WAIVER AGREEMENT (March 16th, 1999)

1 MODIFICATION AND WAIVER AGREEMENT THIS MODIFICATION AND WAIVER AGREEMENT (the "Agreement") is made and entered into as of the ____ day of January, 1999 between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Borrower") and NATIONSBANK, N.A. (the "Bank"). STATEMENT OF PURPOSE The Borrower and the Bank are parties to a Loan Agreement (the "Loan Agreement") dated July 13, 1998. The Bank has agreed to amend the Loan Agreement and to provide for a limited waiver of the Borrowing Base Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, each to the other, the parties do hereby agree as follows: 1. Amendment of Loan Agreement. (a) Section 2.A. is amended to increase the Bank's commitment to make Working Capital

American Aircarriers Support Inc – BASIC LEASE INFORMATION (March 16th, 1999)

1 BASIC LEASE INFORMATION LANDLORD: Crescent Resources, Inc. 400 South Tryon Street, Suite 1300 [zip code 28202] P.O. Box 1003 [zip code 28201-1003] Charlotte, North Carolina Attention: Director of Property Management TENANT: American Aircarriers Support, Inc. ------------------------------------------- ------------------------------------------- LEASE EXECUTION DATE: November _6, 1998 ADDRESS OF PREMISES: 587 Greenway Industrial Drive Lakemont Business Park Fort Mill, South Carolina 29715 PREMISES: Approximately 121,767 gross square feet of space in the Building, of which 15,000 square feet is office

American Aircarriers Support Inc – OCCUPANCY UNDER SUBLEASE AGREEMENT (March 16th, 1999)

1 AGREEMENT TO TERMINATE SUBTENANT'S RIGHT OF OCCUPANCY UNDER SUBLEASE AGREEMENT This Agreement To Terminate Subtenant's Right of Occupancy Under Sublease Agreement (this "Agreement") is entered into effective as of this 1st day of October, 1998 (the "Effective Date"), by and among SHASTA AVIATION CORP., d.b.a. CRESCENT HELICOPTERS ("Sublessor"), GLOBAL TURBINE SERVICES, INC. ("Sublessee") and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED ("Assignee"). RECITALS A. Effective December 3, 1997, the Sublessor and Sublessee entered into the Sublease Agreement attached hereto and incorporated herein as Exhibit A (the "Sublease") for the premises described therein (the "Premises"). B. Tenant accepted the condition of the Premises and has been in continuous occupation of the Premises since the effective date of the Sublease. C. Tenant is selling its assets to Assignee, and has

American Aircarriers Support Inc – MODIFICATION AND WAIVER AGREEMENT (March 16th, 1999)

1 MODIFICATION AND WAIVER AGREEMENT THIS MODIFICATION AND WAIVER AGREEMENT (the "Agreement") is made and entered into as of the 3rd day of March, 1999 between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Borrower") and NATIONSBANK, N.A. (the "Bank"). STATEMENT OF PURPOSE The Borrower and the Bank are parties to a Loan Agreement dated July 13, 1998 (as heretofore amended, the "Loan Agreement"). The Bank has agreed to further amend the Loan Agreement as provided herein. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, each to the other, the parties do hereby agree as follows: 1. Amendment of Loan Agreement. (a) Section 1 of the Loan Agreement is amended by inserting the following definitions in proper alphabetical order: EBITDA.

American Aircarriers Support Inc – COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY (December 4th, 1998)

1 EXHIBIT 10.5.4 STATE OF FLORIDA COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY ---------------------- THIS AGREEMENT, executed the 16th day of November, 1998, by and between ANTON K. KHOURY, hereinafter referred to as "Lessor", and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation, hereinafter referred to as "Lessee"; W I T N E S S E T H WHEREAS, Lessor owns certain realty suitable for leasing; WHEREAS, Lessee is desirous of leasing said realty to utilize in its business of maintaining, overhauling, supplying and redistributing aircraft engines and associated parts to commercial and cargo airlines; NOW, THEREFORE, in consideration of and subject to the premises, the mutual covenants herein contained, and each and every act performed hereunder by all of the par

American Aircarriers Support Inc – REGISTRATION RIGHTS AGREEMENT (December 4th, 1998)

1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT dated as of November 9, 1998 by and among AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation (the "Company") and CONDOR FLIGHT SPARES, INC. ("Holder"). The parties agree as follows: SECTION 1. DEFINITIONS. For purposes of this Agreement: (a) "Common Stock" means the Company's Common Stock, $.001 par value; (b) "Registrable Securities" means 125,000 shares of Common Stock to be issued to the Holder upon closing of that certain Asset Purchase Agreement of even date (the "Agreement"; certain terms not defined herein but used herein are used as defined in the Agreement); (c) "register" and "registration" refer to a registration of the Registrable Securities effected

American Aircarriers Support Inc – COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY (December 4th, 1998)

1 EXHIBIT 10.5.3 STATE OF FLORIDA COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY THIS AGREEMENT, executed the 9th day of November, 1998, by and between CONDOR PROPERTIES OF MIAMI, INC., hereinafter referred to as "Lessor", and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation, hereinafter referred to as "Lessee"; W I T N E S S E T H WHEREAS, Lessor owns certain realty suitable for leasing; WHEREAS, Lessee is desirous of leasing said realty to utilize in its business of maintaining, overhauling, supplying and redistributing aircraft landing gear and associated parts to commercial and cargo airlines; NOW, THEREFORE, in consideration of and subject to the premises, the mutual covenants herein contained, and each and every act performed hereunder by all of the parties, such parties enter into the followin

American Aircarriers Support Inc – COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY (December 4th, 1998)

1 EXHIBIT 10.5.5 STATE OF FLORIDA COUNTY OF MIAMI-DADE LEASE OF REAL PROPERTY THIS AGREEMENT, executed the 16th day of November, 1998, by and between HANNA K. KHOURY, hereinafter referred to as "Lessor", and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation, hereinafter referred to as "Lessee"; W I T N E S S E T H WHEREAS, Lessor owns certain realty suitable for leasing; WHEREAS, Lessee is desirous of leasing said realty to utilize in its business of maintaining, overhauling, supplying and redistributing aircraft engines and associated parts to commercial and cargo airlines; NOW, THEREFORE, in consideration of and subject to the premises, the mutual covenants herein contained, and each and every act performed hereunder by all of the parties, such parties enter into the following Articles of Agreem

American Aircarriers Support Inc – EXECUTIVE EMPLOYMENT AGREEMENT (December 4th, 1998)

1 EXHIBIT 10.1.5 EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT effective November 9, 1998 (the "Agreement") by and between AMERICAN AIRCARRIERS SUPPORT, INCORPORATED (the "Company") with principal offices at Fort Mill, South Carolina and MARTIN WASHOFSKY (the "Executive"). NOW THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto agree as follows: 1. Employment. The Company agrees to employ the Executive and the Executive agrees to serve the Company as its Executive Vice President, Head of Sales, in a newly formed subsidiary. 2. Position and Responsibilities. The Executive shall exert his best efforts and devote full time and attention to the affairs of the Company, other than for the sporadic wrap-up of his old accounting business. Executive shall have no ownership in

American Aircarriers Support Inc – ASSET PURCHASE AGREEMENT (December 4th, 1998)

1 EXHIBIT 2.4 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into as of the 19th day of November, 1998 but to be made effective as of October 1, 1998, by and among AMERICAN JET ENGINE SERVICES, INC., a Florida corporation (the "Seller"),d/b/a "Amjet, Inc.," ANTON K. KHOURY and HANNA K. KHOURY (collectively referred to as "Shareholders") and AMERICAN AIRCARRIERS SUPPORT ACQUISITION II CORP. (the "Purchaser"), a Florida Subsidiary of AMERICAN AIRCARRIERS SUPPORT, INCORPORATED, a Delaware corporation ("AASI"). W I T N E S S E T H: WHEREAS, the Seller is engaged in the business of maintenance and overhaul of aircraft parts and engines to commercial and cargo airlines, and aircraft engine leasing and sales companies. WHEREAS, the Shareholders own one hundred percent (100%) of the outstanding shares of S