CONVERSION, SUPPORT AND RELEASE AGREEMENTConversion, Support and Release Agreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
THIS AGREEMENT, dated as of July 31, 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., (together, the “Owl Creek Investors,” and together with LJH, the “Investors”), TIMCO Aviation Services, Inc., a Delaware corporation (the “Company”), and TAS Holding, Inc., a Delaware corporation (“Newco”), with respect to the Agreement and Plan of Merger of even date between the Company and Newco (the “Merger Agreement”).
ESCROW AGREEMENTEscrow Agreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Texas
This Escrow Agreement (this “Agreement”) is made and entered into effective as of the 31st day of July 2006 by and among TAS Holding, Inc. a Delaware corporation (“TAS”), TIMCO Aviation Services, Inc., a Delaware corporation (“TIMCO”), and American Bank of Texas, as escrow agent (the “Escrow Agent”). TAS and TIMCO are collectively referred to herein as the “Parties.” Any references to TAS or TIMCO shall include their successors and assigns.
AGREEMENT AND PLAN OF MERGER among TAS HOLDING, INC. and TIMCO AVIATION SERVICES, INC. Dated as of July 31, 2006Agreement and Plan of Merger • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2006 (this “Agreement”), is among TAS HOLDING, INC., a Delaware corporation (“TAS”), and TIMCO AVIATION SERVICES, INC., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED 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 OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD....Transaction Agreement • August 2nd, 2006 • Harber Lacy J • Airports, flying fields & airport terminal services • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSACTION AGREEMENT, dated as of July 31, 2006 (the “Agreement”), by and among LJH, Ltd., a Texas limited partnership (“LJH”), Owl Creek I, L.P., Owl Creek II L.P., each a Delaware limited partnership, and Owl Creek Overseas Fund, Ltd. and Owl Creek Overseas Fund II, Ltd. and Owl Creek Socially Responsible Investment Fund, Ltd. (“OCSRIF”), each an an exempted company organized under the laws of the Cayman Islands (together, the “Owl Creek Investors,” and together with LJH, the “Investors”) and TAS Holding, Inc., a Delaware corporation (“Newco”), to amend the Amended and Restated Transaction Agreement between the Investors and Newco dated April 20, 2006 (the “Transaction Agreement”) on the terms and conditions set forth herein.
AGREEMENTAgreement • August 2nd, 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.
