February 1, 2002
First Aviation Services Inc.
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Gentlemen:
This letter, when countersigned in the space indicated below,
will evidence the agreement of First Equity Development, Inc. and its affiliates
("First Equity") and First Aviation Services Inc. ("FAvS") as to the allocation
of potential investment and acquisition opportunities in the aerospace parts
distribution and logistics business. For good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties agree as
follows:
For that period of time commencing on February 1, 2002 and
ending January 31, 2004, neither First Equity nor any majority-owned subsidiary
of First Equity shall directly or indirectly as a principal (whether solely or
jointly with others) consummate any investment in or acquisition of (whether by
way of merger, purchase of assets, acquisition of any equity security or joint
venture interest or otherwise) a majority voting or economic interest in any
aerospace parts distribution and logistics business that is engaged anywhere in
the world (a "Covered Acquisition") without first notifying FAvS of such intent
as set forth in this letter agreement and complying with the other terms set
forth herein.
No later than twenty days prior to the time First Equity or
any majority-owned subsidiary wishes to effect a Covered Acquisition, First
Equity will furnish to the Secretary of FAvS a written notice (a "Notice")
advising FAvS of its desire to effect a Covered Acquisition. The Notice shall
set forth in reasonable detail the relevant information regarding the Covered
Acquisition, including a description of the Covered Acquisition, the proposed
consideration to be paid by First Equity in connection therewith, a summary of
the financial data relied upon by First Equity in arriving at its determination
to effect the transaction and such other information as First Equity reasonably
determines to be relevant. The Secretary of FAvS promptly shall forward the
Notice to the directors of FAvS who are not as of the date of the Notice
affiliated with First Equity (the "Non-Affiliated Directors"). In addition,
following the giving of a Notice, representatives of First Equity will, at the
request of the Non-Affiliated Directors, meet with one or more of the
Non-Affiliated Directors and representatives of FAvS and its legal and financial
advisors to review and discuss the Covered Acquisition.
Within fifteen days of the date that the Secretary of FAvS
receives a Notice, the Non-Affiliated Directors will in writing advise First
Equity whether FAvS is interested in effecting the Covered Acquisition for its
own account on the terms set forth in the Notice. In the event FAvS is so
interested, then neither First Equity nor any of its majority-owned subsidiaries
will, without the prior consent of FAvS, enter into any agreement to effect the
Covered Acquisition for a period of thirty days following the date of such
notification to First Equity. If, following the conclusion of such thirty-day
period, FAvS has not entered into an agreement to effect the Covered
February 1, 2002
First Aviation Services
Page 2
Acquisition, then First Equity may effect such Covered Acquisition free of the
restrictions of this letter agreement. In the event the Non-Affiliated Directors
advise First Equity that FAvS is not interested in the Covered Acquisition, then
First Equity may, for a period of sixty days following the date of such
notification, enter into an agreement to effect the Covered Acquisition at a
price not below that set forth in the Notice. Following such sixty-day period
(or in the event First Equity wishes to effect the Covered Acquisition at a
price lower than the price set forth in the Notice), the provisions of this
letter agreement will once again apply to the Covered Acquisition.
Notwithstanding anything set forth in this letter agreement to
the contrary, this letter agreement shall not apply to any Covered Acquisition
which is part of an acquisition (whether by way of merger, purchase of assets,
acquisition of any equity security or joint venture interest or otherwise) of a
business (a "Target Business") if the revenue derived by the Target Business
from the business that constitutes the Covered Acquisition in the fiscal year
preceding such acquisition constituted less than 15% of the aggregate net sales
of the Target Business.
This letter agreement shall not be deemed in any way to apply
to advisory services performed by First Equity or its affiliates on behalf of
third parties. Except as expressly set forth herein, nothing contained in this
letter agreement shall be deemed to create any obligation on the part of First
Equity to advise FAvS with respect to any Covered Acquisition or with respect to
any other investment or acquisition opportunities. Any fees that may be due and
owing to First Equity by reason of its making FAvS aware of any Covered
Acquisition shall be as mutually agreed by separate agreement between FAvS and
First Equity.
Notwithstanding anything set forth in this letter agreement to
the contrary, this letter agreement automatically shall terminate and First
Equity shall have no continuing obligations hereunder from and after the date
that First Equity beneficially owns less than 10% of FAvS's outstanding voting
securities.
This letter agreement shall be construed, interpreted and
enforced in accordance with the laws of the state of Connecticut. This letter
agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof and may not be amended, changed or altered except
in writing by the parties hereto. All communications and notices hereunder shall
be in writing and shall be deemed to have been duly given when delivered
personally or by fax to the respective addresses and fax numbers of the parties
as designated by them from time to time. This letter agreement supercedes any
and all previous agreements between the parties relating to a Covered
Acquisition and the subject matter hereof.
February 1, 2002
First Aviation Services
Page 3
If the foregoing correctly sets forth your understanding of
our agreement, please so indicate by signing in the place provided for below.
Very truly yours,
FIRST EQUITY DEVELOPMENT, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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President
Accepted and Agreed to:
FIRST AVIATION SERVICES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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President and Chief Executive Officer
