-------------------------------------------------------------------------------
A registration statement has been filed with the Securities and Exchange
Commission in connection with the Exchange Offer and Consent Solicitation. The
completion of the Exchange Offer and Consent Solicitation is dependant upon the
registration statement becoming effective.
-------------------------------------------------------------------------------
AVIATION SALES COMPANY
CONSENT AND LETTER OF TRANSMITTAL
TO EXCHANGE AND TO GIVE CONSENT IN RESPECT OF
8-1/8% SENIOR SUBORDINATED NOTES DUE 2008
(CUSIP No.: 053672-AA-9)
-------------------------------------------------------------------------------
THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00 PM, NEW YORK
CITY TIME ON ____________, 2001, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH
DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). HOLDERS OF OLD NOTES
MUST VALIDLY DELIVER THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER ON OR PRIOR
TO THE EXPIRATION DATE IN ORDER TO RECEIVE THE EXCHANGE OFFER CONSIDERATION AND
AUTOMATICALLY CONSENT TO THE PROPOSED AMENDMENTS TO THE INDENTURE. CONSENTS MAY
BE REVOKED AND OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
-------------------------------------------------------------------------------
The Exchange Agent for the Exchange Offer and Consent Solicitation is:
_____________________________
By Registered or Certified Mail: By Hand or Overnight Delivery:
___________________________________ ______________________________________
___________________________________ ______________________________________
___________________________________ ______________________________________
___________________________________ ______________________________________
Attention: ________________________ Attention: ___________________________
By Facsimile Transmission:
(for Eligible Institutions Only)
To Confirm By Telephone or For Information Call:
(toll-free) or _________________ (collect) __________________
DELIVERY OF THIS CONSENT AND LETTER OF TRANSMITTAL TO AN ADDRESS, OR
TRANSMISSION VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
The instructions contained herein and in the prospectus and consent
solicitation dated ___________, 2001, (as it may be amended and supplemented
from time to time the "prospectus") should be read carefully before this consent
and letter of transmittal is completed.
1
HOLDERS WHO DESIRE TO EXCHANGE THEIR 8-1/8% SENIOR SUBORDINATED NOTES DUE
DECEMBER 2008 (THE "OLD NOTES") PURSUANT TO THE EXCHANGE OFFER AND CONSENT
SOLICITATION AND RECEIVE THE EXCHANGE OFFER CONSIDERATION ARE REQUIRED TO
CONSENT TO THE PROPOSED AMENDMENTS TO THE INDENTURE WITH RESPECT TO SUCH OLD
NOTES. THE COMPLETION, EXECUTION AND DELIVERY OF THIS CONSENT AND LETTER OF
TRANSMITTAL CONSTITUTES A CONSENT TO THE PROPOSED AMENDMENTS WITH RESPECT TO
SUCH OLD NOTES.
HOLDERS MAY NOT DELIVER CONSENTS WITHOUT EXCHANGING OLD NOTES.
THE EXCHANGE OFFER AND CONSENT SOLICITATION IS MADE UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THE PROSPECTUS AND HEREIN. HOLDERS
SHOULD CAREFULLY REVIEW THE INFORMATION SET FORTH THEREIN AND HEREIN.
This consent and letter of transmittal is to be used by holders if: (i)
certificates representing old notes are to be physically delivered to the
exchange agent herewith by such holders, (ii) the exchange of old notes is to be
made by book-entry transfer to the exchange agent's account at The Depositary
Trust Company ("DTC") pursuant to the procedures set forth in the prospectus
under the caption "The Exchange Offer and Consent Solicitation - Exchange of old
notes held through DTC," by any financial institution that is a participant in
DTC and whose name appears on a security position listing as the owner of old
notes, unless an agent's message is delivered in connection with such book-entry
transfer, or (iii) the exchange of old notes is to be made according to the
guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer and Consent Solicitation - Guaranteed delivery." Delivery of
documents to DTC does not constitute delivery to the exchange agent.
The undersigned has completed, executed and delivered this consent and
letter of transmittal to indicate the action the undersigned desires to take
with respect to the exchange offer and consent solicitation.
The instructions included with this consent and letter of transmittal must
be followed. Questions and requests for assistance or for additional copies of
the prospectus, this consent and letter of transmittal and the notice of
guaranteed delivery should be directed to _______________________, the exchange
agent for the exchange offer and consent solicitation, or
________________________, the information agent, in each case at the address and
telephone number set forth on the inside back cover page of this consent and
letter of transmittal. See Instruction 13 below.
Holders that are exchanging by book-entry transfer to the exchange agent's
account at DTC can execute the exchange through the DTC Automated Tender Offer
Program ("ATOP"), for which the transaction will be eligible. DTC participants
that are accepting the exchange offer and consent solicitation must transmit
their acceptance to DTC, which will verify the acceptance and execute a book-
entry delivery to the Exchange Agent's DTC account. DTC will then send an
agent's message to the exchange agent for its acceptance. DTC participants may
also accept the exchange offer and consent solicitation by submitting a notice
of guaranteed delivery through ATOP.
If a holder desires to exchange old notes pursuant to the exchange offer
and consent solicitation and: (i) certificates representing such old notes are
not immediately available, (ii) time will not permit such holder's consent and
letter of transmittal, certificates representing such old notes and all other
required documents to reach the exchange agent on or prior to the expiration
date or (iii) the procedures for book-entry transfer (including delivery of an
agent's message) cannot be completed on or prior to the expiration date, such
holder may nevertheless exchange such old notes with the effect that such
exchange will be deemed to have been received on or prior to the expiration
date. Holders may effect such an exchange of old notes in accordance with the
guaranteed delivery procedures set forth in the prospectus under the caption
"The Exchange Offer and Consent Solicitation - Guaranteed delivery." See
Instruction 2 below.
2
In the event that the exchange offer and consent solicitation is withdrawn
or otherwise not completed, the exchange offer consideration will not be paid or
become payable to holders of old notes who have validly exchanged their old
notes in connection with the exchange offer and consent solicitation and any
such old notes will be returned to the exchanging holder.
The exchange offer and consent solicitation is not being made to (nor will
tenders of old notes be accepted from or on behalf of) holders in any
jurisdiction in which the making or acceptance of the exchange offer and/or
consent solicitation would not be in compliance with the laws of that
jurisdiction.
-----------------------------------------------------------------------------
Tender of Old Notes
-----------------------------------------------------------------------------
[ ] Check here if tendered old notes or other required documents are being
delivered by book-entry transfer made to the account maintained by the
exchange agent with DTC and complete the following:
Name of Tendering Institution:
------------------------------------------
Account Number:
--------------------------------------------------------
Transaction Code Number:
-----------------------------------------------
-----------------------------------------------------------------------------
Upon the terms and subject to the conditions of the exchange offer
described in this consent and letter of transmittal and the accompanying
prospectus, you can choose to exchange your old notes under either of the
following options (the "exchange offer consideration"):
. $303 in cash for each $1,000 principal amount of outstanding old notes, up
to an aggregate maximum of $10 million in cash for $33 million in principal
amount of old notes or
. $757.58 principal amount of 8% senior subordinated convertible notes due
2006 (the "new notes"), 34.12 shares of our post-reverse split common stock
and warrants to purchase 22.75 shares of our post-reverse split common
stock for each $1,000 principal amount of outstanding old notes.
If less than all of the outstanding old notes are exchanged, then the $10
million in cash available will be reduced $303 for every $1,000 principal amount
of old notes not exchanged.
Up to $10 million in cash will be exchanged for $33 million principal
amount of old notes. If more than $33 million principal amount of old notes is
tendered for cash, each additional $1,000 principal amount of old notes tendered
will be exchanged for the combination of $757.58 of principal amount of new
notes, 34.12 shares of our post-reverse split common stock and warrants to
purchase 22.75 shares of our post-reverse split common stock. We will distribute
the $10 million in cash so that everyone who tenders old notes under this option
will receive cash, new notes, stocks and warrants in the same proportions as
everyone else who tenders old notes under this option.
Up to $100 million principal amount of new notes, up to 4,504,595 shares of
our post-reverse split common stock and warrants to purchase up to 3,003,063
shares of our post-reverse split common stock will be exchanged for $132 million
in principal amount of old notes. If more than $132 million principal amount of
old notes are tendered under this option, every additional $1,000 principal
amount tendered will be exchanged for $303 in cash. We will distribute the new
notes, common stock and warrants so that everyone who tenders under this option
will receive new notes, common stock, warrants and cash in the same proportions
as everyone else who tenders old notes under this option.
You do not have to choose the same option for all the old notes that you
tender. You do not have to tender all of the old notes to participate in this
exchange offer and consent solicitation. However, this exchange offer and
consent solicitation is conditioned on us receiving valid tenders of at least
$132 million in
3
aggregate principal amount of old notes. You may withdraw your tender of old
notes or change your choice of consideration options at any time before the
expiration of this exchange offer and consent solicitation.
List below the old notes to which this consent and letter of transmittal
relates. If the space provided below is inadequate, list the certificate numbers
and principal amounts on a separately executed schedule and affix the schedule
to this consent and letter of transmittal.
All exchanging holders of old notes should complete the boxes below
Description of old notes
----------------------------------------------------------------------------------------------------------
Item 1. Name(s) and address(es) of registered Certificate Aggregate Principal Amount
Holder(s) of old notes or name of DTC participant Number(s)/1/ Principal Tendered and as
and DTC participant's DTC account number in which Amount to which Consents
the old notes are held. (Please fill in blank) Represented/2/ are Given/3/
----------------------------------------------------------------------------------------------------------
$ $
Names (Please Print)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Address
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
City, State and Zip Code
----------------------------------------------------------------------------------------------------------
$ $ $
Total principal amount of old notes exchanged
----------------------------------------------------------------------------------------------------------
1 Need not be completed by holders of old notes exchanging by book-entry transfer.
2 Unless otherwise indicated in the column labeled "Principal Amount Tendered and as to which Consents
Are Given" and subject to the terms and conditions set forth in the prospectus, a holder will be deemed
to have tendered the entire aggregate amount indicated in the column labeled "Aggregate Principal Amount
Represented."
3 For a valid tender, consent must be given for all old notes tendered. If no entry is made in this
box, consents will be deemed to be given for all old notes tendered on or before the exchange offer
expiration date.
----------------------------------------------------------------------------------------------------------
4
----------------------------------------------------------------------------------------------------------------
Election as to form of exchange offer consideration
for holders exchanging old notes
----------------------------------------------------------------------------------------------------------------
Item 2. Special Issuance/Special Delivery Instructions.
[ ] Mark this box if, in the event that your old notes are not accepted for exchange, they should be returned
to an account other than the account for which they were tendered. (Complete the "Special Payment/Delivery
Instructions" below.)
[ ] Mark this box if you want to provide special delivery instructions for the exchange consideration to
which you may be entitled. (Complete the "Special Payment/Delivery Instructions" below.)
Item 3. Election as to form of consideration.
If you are accepting the exchange offer, you may elect to receive either $303 in cash, or $757.58 in principal
amount of new notes for each $1,000 principal amount of old notes you hold (provided we are only offering
to exchange a maximum of $33.0 million aggregate principal amount of old notes for cash).
A. [ ] Check this box if you want to exchange all of your old notes for $303 in cash for each $1,000
principal amount of old notes exchanged by you. If more than $33 million principal amount of old
notes are exchanged for cash, every additional $1,000 principal amount of old notes exchanged will be
exchanged for the combination of $757.58 principal amount of new notes, 34.12 shares of post-reverse
split common stock and warrants to purchase 22.75 shares of post-reverse split common stock.
B. [ ] Check this box if you want to exchange all of your old notes in exchange for $757.58 principal
amount of new notes, 34.12 shares of post-reverse split common stock and warrants to
purchase 22.75 shares of post-reverse split common stock for each $1,000 principal amount
of old notes exchanged by you.
C. [ ] Check this box, and complete the remainder of this Item, if you hold more than $1,000 in
aggregate principal amount of old notes and you wish to make a mixed election as to form of
consideration.
(1)_______________ Indicate the principal amount of your old notes for which you elect to
receive only $303 in cash.
(2)_______________ Indicate the principal amount of your old notes for which you elect to
receive only new notes, common stock and warrants.
(3)_______________ Total principal amount for which you are making this mixed election.
(This amount is the total of Items 3C(1) and 3C(2) above and must be equal to the total
principal amount of the registered holder's old notes being tendered as indicated in
Item 1 above.
---------------------------------------------------------------------------------------------------------------
The names and addresses of the holders of old notes should be printed, if not
already printed above, exactly as they appear on the certificates representing
old notes that are being exchanged.
5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
By the execution hereof, the undersigned acknowledges receipt of the
prospectus and consent solicitation, dated September ___, 2001, (as it may be
amended or supplemented from time to time, the "prospectus"), of Aviation Sales
Company, a Delaware corporation, and this consent and letter of transmittal and
instructions hereto (the "consent and letter of transmittal" and, together with
the prospectus, the "exchange offer"), which together constitute: (i) our offer
to exchange any and all of our $165,000,000 aggregate principal amount of our
old notes, upon the terms and subject to the conditions set forth in the
prospectus, and (ii) our solicitation (the "solicitation") of consents (the
"consents") from each holder (each a "holder" and, collectively, the "holders")
to certain proposed amendments (the "proposed amendments") to the indenture
dated as of _________________, (the "indenture"), among us, certain of its
subsidiaries as guarantors and ________________________ (the "trustee"),
pursuant to which the old notes were issued. The proposed amendments will be
set forth in a supplemental indenture to the indenture (the "supplemental
indenture") which will be executed and delivered by us the trustee and the other
parties to the indenture.
Upon the terms and subject to the conditions of the exchange offer and
consent solicitation, the undersigned hereby tenders to us the aggregate
principal amount of old notes indicated above and consents to the proposed
amendments.
Subject to, and effective upon, the acceptance for exchange of, and payment
of the exchange offer consideration for, the principal amount of old notes
exchanged with this consent and letter of transmittal, the undersigned hereby
sells, assigns and transfers to, or upon the order of, Aviation Sales Company,
all right, title and interest in and to the old notes that are being exchanged
hereby, waives any and all other rights with respect to the old notes (including
without limitation, any existing or past defaults and their consequences in
respect of the old notes and the indenture under which the old notes were
issued) and releases and discharges us from any and all claims the undersigned
may have now, or may have in the future, arising out of, or related to, the old
notes, including without limitation any claims that the undersigned is entitled
to receive principal or interest payments with respect to the old notes or to
participate in any redemption or defeasance of the old notes, and also consents
to the proposed amendments (as defined in the prospectus). The undersigned
hereby irrevocably constitutes and appoints the exchange agent true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that the
exchange agent also acts as the agent of Aviation Sales Company) with respect to
such old notes, with full power of substitution and re-substitution (such power-
of-attorney being deemed to be an irrevocable power coupled with an interest)
to: (i) present such old notes and all evidences of transfer and authenticity
to, or transfer ownership of, such old notes on the account books maintained by
the DTC to, or upon the order of, the Aviation Sales Company, (ii) present such
old notes for transfer of ownership on the books of the Aviation Sales Company,
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such old notes and (iv) deliver to Aviation Sales Company and the
trustee this consent and letter of transmittal on or prior to the expiration
date as evidence of the undersigned's consent to the proposed amendments, and as
certification that validly exchanged and not revoked consents from holders of
not less than $132 million in aggregate principal amount of old notes (the
"requisite consents") to the proposed amendments, duly executed by holders of
such old notes, have been received, all in accordance with the terms and
conditions of the exchange offer and the consent solicitation as described in
the prospectus. Execution and delivery of this consent and letter of transmittal
on or prior to the expiration date will also be deemed to constitute a consent
to the proposed amendments.
The undersigned agrees and acknowledges that, by the execution and delivery
hereof, the undersigned makes and provides the written consent, with respect to
the old notes exchanged hereby, to the proposed amendment as permitted by
article nine of the indenture if this consent and letter of transmittal is
executed and delivered on or prior to the expiration date. The undersigned
understands that the consent provided hereby shall remain in full force and
effect until such consent is revoked in accordance with the procedures set forth
in the prospectus and this consent and letter of transmittal, which procedures
are hereby agreed to be applicable in lieu of any and all other procedures for
revocation set forth in the indenture, which
6
are hereby waived. Delivery on or prior to the expiration date of this consent
and letter of transmittal constitutes delivery by the undersigned to Aviation
Sales Company and the trustee pursuant to article nine of the indenture.
The undersigned understands that consents may not be revoked after the
expiration date. Although the supplemental indenture will be executed by us and
the trustee promptly after the expiration date if the requisite consents have
been obtained, the proposed amendments will not become operative until we accept
for payment old notes tendered in the exchange offer, which is expected to
occur, subject to all conditions to the exchange offer having been satisfied or
waived, promptly after the expiration date.
The undersigned understands that tenders of old notes and the deliveries of
the related consents may be withdrawn or revoked by written notice of withdrawal
or revocation, or a properly transmitted request message through ATOP received
by the exchange agent at any time on or prior to the expiration date. Holders
may not deliver consents without exchanging their old notes in the exchange
offer. Holders may not withdraw previously exchanged old notes on or prior to
the expiration date without revoking the previously delivered consents to which
such tender relates. Holders may revoke consents on or prior to the expiration
date, but a valid revocation will render an exchange of the holder's old notes
defective. Unless we waive such defect (or unless the old notes are withdrawn
and properly re-exchanged), the exchanging holder will not be eligible to
receive the exchange offer consideration with respect to those old notes.
In the event the exchange offer and consent solicitation is terminated, old
notes exchanged prior to such termination will be returned to the exchanging
holder promptly. If we make a material adverse change in the terms of the
exchange offer or waive a material condition of the exchange offer, we will
disseminate additional exchange offer materials in respect of the exchange offer
and will extend the exchange offer to the extent required by law. If the
consideration to be paid in the exchange offer is increased or decreased or the
principal amount of the old notes subject to the exchange offer is decreased,
the exchange offer will remain open at least ten business days from the date we
first give notice to holders, by public announcement or otherwise, of such
decrease. If the consent solicitation is amended in a manner determined by us,
in our sole discretion, to constitute a material adverse change to the holders,
we will promptly disclose such amendment and, if necessary, extend the consent
solicitation for a period deemed by us to be adequate to permit holders of the
old notes to withdraw their old notes and revoke their consents. In addition, we
may, if we deem appropriate, extend the consent solicitation for any other
reason. The undersigned understands that, in order to be valid, a notice of
revocation of consent must contain the name of the person who delivered the
consent and the description of the old notes to which the consent relates, the
certificate number or numbers of such old notes (unless such old notes were
exchanged by book-entry transfer) and the aggregate principal amount represented
by the old notes, be signed by the holder thereof in the same manner as the
original signature on this consent and letter of transmittal (including any
required signature guarantee) or be accompanied by evidence satisfactory to us
and the exchange agent that the person revoking the consent has the legal
authority to withdraw such consent on behalf of the holder and be received by
the exchange agent, at its address set forth on the first page of this consent
and letter of transmittal, prior to the expiration date. A purported notice of
revocation that lacks any of the required information or which is dispatched to
an improper address will not validly revoke a consent previously given.
Any withdrawal of previously exchanged old notes in any way other than in
accordance with the provisions described herein and in the prospectus will not
constitute a valid revocation of such holder's consent. Any old notes validly
exchanged and consents validly delivered and not withdrawn or revoked prior to
the expiration date may not be withdrawn or revoked after the expiration date.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the old notes
exchanged hereby and the consents contained herein, and that if and when such
old notes are accepted for payment by us, we will acquire good title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim or right. The undersigned will, upon request,
execute and deliver any additional documents deemed by the exchange agent or us
to be necessary or desirable to complete the sale, assignment and transfer of
the old notes exchanged
7
hereby, to perfect the undersigned's consent to the proposed amendments and to
complete the execution of the supplemental indenture providing for such proposed
amendment.
The undersigned understands that tenders of old notes pursuant to any of
the procedures described in the prospectus and in the instructions hereto and
acceptance for payment thereof by us will constitute a binding agreement between
the undersigned and us, upon the terms and subject to the conditions of the
exchange offer and the consent solicitation.
For purposes of the exchange offer, the undersigned understands that we
will be deemed to have accepted for payment validly tendered (or defectively
tendered old notes with respect to which we have or have caused to be waived
defect) old notes if, as and when we give oral or written notice thereof to the
exchange agent. For purposes of the consent solicitation, consents received by
the exchange agent will be deemed to have been accepted if, as and when we give
written notice to the trustee of the receipt by the exchange agent of the
requisite consents and the supplemental indenture is executed.
The undersigned will, upon request, execute and deliver any additional
documents deemed by us to be necessary or desirable to complete the sale,
assignment and transfer of the old notes tendered hereby.
The undersigned hereby represents and warrants that the undersigned is
relying on the information contained in the accompanying prospectus and consent
solicitation in making its investment decision with respect to the exchange
offer and consent solicitation. The undersigned further acknowledges that
neither we nor any person representing us has made any representation to it with
respect to us, the exchange offer and consent solicitation or the issuance of
the exchange consideration, other than the information contained in this
prospectus and consent solicitation.
The undersigned understands that our obligation to accept for payment, and
to pay for, old notes validly exchanged pursuant to the exchange offer is
conditioned upon the satisfaction of the conditions described under "The
Exchange Offer and Consent Solicitation - Conditions to the exchange offer and
consent solicitation," in the prospectus. Any old notes not accepted for
payment will be returned promptly to the undersigned at the address set forth
above unless otherwise indicated herein under "Special Delivery Instructions"
below.
All authority conferred or agreed to be conferred by this consent and
letter of transmittal shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this consent and letter of
transmittal shall be binding upon the undersigned's heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives.
The undersigned understands that the delivery and surrender of the old
notes is not effective, and the risk of loss of the old notes does not pass to
the exchange agent, until receipt by the exchange agent, whether through DTC's
ATOP procedures for transfer or otherwise, of this consent and letter of
transmittal (or a manually signed facsimile hereof) properly completed and duly
executed, together with all accompanying evidences of authority and any other
required documents in form satisfactory to us, or receipt of an agent's message.
All questions as to the form of all documents and the validity (including time
of receipt) and acceptance of exchanges and withdrawals of old notes and
deliveries and revocations of consents will be determined by us, in our sole
discretion, which determination shall be final and binding.
Unless otherwise indicated under "Special Payment Instructions" below,
please issue a check from the exchange agent for any old notes exchanged hereby
that are tendered for the limited cash option, and/or return any certificates
representing old notes not exchanged or not accepted for payment, in the name(s)
of the holder(s) appearing under "Description of Old Notes." In the event that
both the Special Payment Instructions and the Special Delivery Instructions are
completed, please issue the check for the exchange consideration, and/or return
any certificates representing old notes not exchanged or not accepted for
payment (and any accompanying documents, as appropriate), to the person or
persons so indicated. In the case of a book-entry delivery of old notes, please
credit the account maintained at DTC with any old notes not
8
exchanged or not accepted for payment. The undersigned recognizes that Aviation
Sales does not have any obligation pursuant to the Special Payment Instructions
to transfer any old notes from the name of the holder thereof if Aviation Sales
does not accept for payment any of the old notes so exchanged.
---------------------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6, 7 and 8) (See Instructions 5, 6, 7 and 8)
To be completed ONLY if certificates for To be completed ONLY if the exchange offer
old notes in a principal amount not consideration is to be sent to someone other
accepted for exchange are to be issued than the person or persons whose
in the name of, or are to be issued to signature(s) appear(s) within this consent
the order of, someone other than the and letter of transmittal to an address
person or persons whose signature(s) different from that shown in the box
appear(s) within this consent and entitled "Description of old notes" within
letter of transmittal or issued to an this consent and letter of transmittal.
address different from that shown in
the box entitled "Description of old
notes" within this consent and letter
of transmittal, or if old notes
exchanged by book-entry transfer that
are not accepted for purchase are to be
credited to an account maintained at
DTC other than the one designated above.
Issue: old notes Deliver exchange offer consideration as
follows:
Pay to the order of:
Name: Name:
------------------------------------ ---------------------------------------
(Please Print) (Please Print)
Send Payment to:
Address: Address:
--------------------------------- ------------------------------------
(Please Print) (Please Print)
------------------------------------------ ---------------------------------------------
(Zip Code) (Zip Code)
------------------------------------------ ---------------------------------------------
(Taxpayer Identification or Social Security (Taxpayer Identification or Social Security
Number) Number)
(See Substitute Form W-9 herein) (See Substitute Form W-9 herein)
Credit unpurchased old notes by book-entry
to the account maintained at DTC set forth
below.
DTC Account Number
-------------------------------------------
Number of Account Party
-------------------------------------------
Dated:
------------------------------------
---------------------------------------------------------------------------------------------
9
PLEASE SIGN HERE
(To be completed by all tendering and consenting holders)
The completion, execution and delivery of this consent and letter of
transmittal on or prior to the expiration date will be deemed to constitute a
consent to the proposed amendments.
This consent and letter of transmittal must be signed by the registered
holder(s) of old notes exactly as their name(s) appear(s) on certificate(s) for
old notes or, if tendered by book-entry transfer by a participant in DTC,
exactly as such participant's name appears on a security position listing as the
owner of old notes, or by person(s) authorized to become registered holder(s) by
endorsements on certificates for old notes or by bond powers transmitted with
this consent and letter of transmittal. Endorsements on old notes and signatures
on bond powers by registered holders not executing this consent and letter of
transmittal must be guaranteed by a medallion signature guarantor. (See
Instructions 1 and 6 below). If the signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his or her full
title below under "Capacity" and submit evidence satisfactory to us of such
person's authority to do so. See Instruction 6 below.
If the signature appearing below is not of the registered holder(s) of the
old notes, then the registered holder(s) must sign a valid proxy. (See
Instructions 3 and 6 below)
X
------------------------------------------------------------------------------
X
------------------------------------------------------------------------------
(Signature(s) of Holder(s) or Authorized Signatory)
Dated:
-------------------------------------------------------------------------
Name (s):
----------------------------------------------------------------------
(Please Print)
Capacity:
----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(including Zip Code)
Area Code and Telephone Number:
------------------------------------------------
Tax Identification or Social Security No.
-------------------------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
-------------------------------------------------------------------------------
SIGNATURE GUARANTEE (See Instructions 1 and 6 below)
Certain Signatures Must be Guaranteed by a Medallion Signature Guarantor
-------------------------------------------------------------------------------
(Name of Medallion Signature Guarantor Guaranteeing Signature)
-------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code)
of Firm)
-------------------------------------------------------------------------------
(Authorized Signature)
-------------------------------------------------------------------------------
(Printed Name)
-------------------------------------------------------------------------------
(Title)
Date:
------------------------------------------------------------------------
-------------------------------------------------------------------------------
10
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer and
Consent Solicitation
1. Guarantee of Signatures. Signatures on this consent and letter of
transmittal must be guaranteed by a Medallion Signature Guarantor unless the old
notes tendered thereby are tendered by a registered holder of old notes (or by a
participant in DTC whose name appears on a security position listing as the
owner of such old notes) who has not completed any of the boxes entitled
"Special Payment Instructions" or "Special Delivery Instructions" in this
consent and letter of transmittal, or for the account of member firm of a
registered national securities exchange, a member of the National Association of
Securities Dealers, Inc. ("NASD") or a commercial bank or trust company having
an office or correspondent in the United States (each of the foregoing being
referred to as an "eligible institution"). If the old notes are registered in
the name of a person other than the signer of the consent and letter of
transmittal or if old notes not accepted for payment or not exchanged are to be
returned to a person other than the registered holder, then the signature on
this consent and letter of transmittal accompanying the tendered old notes must
be guaranteed by a Medallion Signature Guarantor as described above. See
Instruction 6.
2. Requirements of Tender. This consent and letter of transmittal must be
completed by holders of old notes if certificates representing such old notes
are to be forwarded herewith, or if delivery of such certificates is to be made
by book-entry transfer to the account maintained by DTC, pursuant to the
procedures set forth in the prospectus and consent solicitation under the
caption "The Exchange Offer and Consent Solicitation - Procedures for exchanging
old notes and delivering consents." For a holder to properly tender old notes
and consent pursuant to the exchange offer and the consent solicitation, this
properly completed and duly executed consent and letter of transmittal (or a
manually signed facsimile thereof), together with any signature guarantees and
any other documents required by these Instructions, must be received by the
exchange agent at its address set forth herein on or prior to the expiration
date, and either (i) certificates representing such old notes must be received
by the exchange agent at its address or (ii) such old notes must be transferred
pursuant to the procedures for book-entry transfer described in the prospectus
and consent solicitation under the caption "The Exchange Offer and Consent
Solicitation - Procedures for exchanging old notes and delivering consents," and
a book-entry confirmation must be received by the exchange agent, on or prior to
the expiration date. A holder who desires to exchange old notes and who cannot
comply with procedures set forth herein for exchange on a timely basis or whose
old notes are not immediately available must comply with the guaranteed delivery
procedures discussed below.
If a holder desires to exchange old notes pursuant to the exchange offer
and consent solicitation and: (i) certificates representing such old notes are
not immediately available, (ii) time will not permit such holder's consent and
letter of transmittal, certificates representing such old notes and all other
required documents to reach the exchange agent on or prior to the expiration
date or (iii) the procedures for book-entry transfer cannot be completed on or
prior to the expiration date, such holder may nevertheless exchange such old
notes with the effect that such exchange will be deemed to have been received on
or prior to the expiration date if the procedures set forth in the prospectus
and consent solicitation under the caption "The Exchange Offer and Consent
Solicitation - Procedures for exchanging old notes and delivering consent" are
followed. Pursuant to such procedures: (i) the tender must be made by or
through an eligible institution, (ii) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by us
herewith, or an agent's message with respect to a guaranteed delivery that is
accepted by us, must be received by the exchange agent on or prior to the
expiration date and (iii) the certificates for the tendered old notes in proper
form for transfer (or a book-entry confirmation of the transfer of such old
notes into the exchange agent's account at DTC as described in the prospectus
and consent solicitation), together with this consent and letter of transmittal
(or manually signed facsimile thereof) properly completed and duly executed,
with any required signature guarantees and any other documents required by the
consent and letter of transmittal or a properly transmitted agent's message,
must be received by the exchange agent within two business days after the date
of execution of the Notice of Guaranteed Delivery.
The method of delivery of this consent and letter of transmittal, the old
notes and all other required documents, including delivery through DTC and
acceptance of an agent's message transmitted through
11
ATOP, is at the election and risk of the exchanging holder. If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed for such documents
to reach the exchange agent.
This consent and letter of transmittal and the old notes should be sent
only to the exchange agent, not to Aviation Sales, the information agent, the
dealer manager or the trustee. Delivery of documents to DTC does not constitute
delivery to the exchange agent.
No alternative, conditional or contingent exchanges shall be accepted. All
exchanging holders, by execution of this consent and letter of transmittal (or a
manually signed facsimile thereof) waive any right to receive any notice of the
acceptance of their old notes for payment or the effectiveness of the proposed
amendments.
3. Consents to Proposed Amendments. Holders who exchange old notes
pursuant to the exchange offer and consent solicitation will automatically
consent to the proposed amendments. A holder may not consent to the proposed
amendments without exchanging the old notes related thereto.
4. Withdrawal of Tenders and Revocation of Consents. Tenders of old notes
may be withdrawn at any time prior to the expiration date but not thereafter. A
valid withdrawal of exchanged old notes made on or prior to the expiration date
will constitute a concurrent valid revocation of such holder's related consent.
Consents may be revoked at any time prior to the expiration date but not
thereafter. Valid revocation of consents will render an exchange of old notes
defective, and, unless we waive such defect (or unless the old notes are
withdrawn and re-exchanged), the exchanging holder will not be eligible to
receive the exchange offer consideration with respect to the old notes.
Exchanges of old notes may be validly withdrawn if the exchange offer is
terminated without any old notes being exchanged thereunder. In the event of a
termination of the exchange offer, the old notes exchanged pursuant to the
exchange offer will be promptly returned to the exchanging holder, the proposed
amendments will not become operative and the consents will be deemed revoked. If
the consent solicitation is amended on or prior to the expiration date in a
manner determined by us to constitute a material adverse change to the holders,
we will promptly disclose such amendment and, if necessary, extend the consent
solicitation for a period deemed by us to be adequate to permit holders to
withdraw their old notes and revoke their consents. In addition, we may extend
the consent solicitation for any other reason. If we make a material change in
the terms of the exchange offer or the information concerning the exchange offer
or waive a material condition of the exchange offer, we will disseminate
additional exchange offer materials and extend such exchange offer to the extent
required by law. If the exchange offer consideration is decreased, the exchange
offer will remain open at least ten business days from the date we first give
notice to holders, by public announcement or otherwise, of such decrease. In
addition, we may, if we deem appropriate, extend the exchange offer for any
other reason.
For a withdrawal of tendered old notes or the revocation of consents, as
the case may be, to be effective, a written or facsimile transmission notice of
withdrawal or revocation, or a properly transmitted "Request Message" through
ATOP, must be received by the exchange agent on or prior to the expiration date
at its address set forth on the cover of this consent and letter of transmittal.
Any such notice of withdrawal must: (i) specify the name of the person who
exchanged the old notes to be withdrawn or to which the revocation of consents
relates, (ii) contain the description of the old notes to be withdrawn and
identify the certificate number or numbers shown on the particular certificates
evidencing such old notes (unless such old notes were exchanged by book-entry
transfer) and the aggregate principal amount represented by such old notes and
(iii) (other than a notice transmitted through ATOP) be signed by the holder of
such old notes in the same manner as the original signature on the consent and
letter of transmittal by which such old notes were exchanged (including any
required signature guarantees) or the related consent was given, or be
accompanied by (x) documents of transfer sufficient to have the trustee register
the transfer of the old notes into the name of the person withdrawing such old
notes and/or revoking such consent, (including, in the case of old notes
exchanged by book-entry transfer, the account at DTC to which such withdrawn old
notes should be credited) and (y) a properly completed irrevocable proxy
authorizing such person to effect such withdrawal on behalf of such holder. If
the old notes to be withdrawn have been delivered or otherwise identified to the
exchange
12
agent, a signed notice of withdrawal is effective immediately upon written or
facsimile notice of such withdrawal even if physical release is not yet
effected.
Any valid revocation of consents will automatically render the prior
exchange of the old notes to which such consents relate defective and we will
have the right, which we may waive, to reject such tender as invalid.
Any permitted withdrawal of old notes and revocation of consents may not be
rescinded. Any old notes properly withdrawn will thereafter be deemed not
validly tendered and any consents revoked will be deemed not validly delivered
for purposes of the exchange offer and consent solicitation, provided, however,
that withdrawn old notes may be re-exchanged by again following one of the
appropriate procedures described herein at any time on or prior to the
expiration date.
All questions as to the validity, form and eligibility (including time of
receipt) of notices of withdrawal will be determined by us, in our sole
discretion (whose determination shall be final and binding). None of Aviation
Sales, the exchange agent, the dealer manager, the information agent or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal of exchanges, or revocation of
consents or incur any liability for failure to give any such notification.
5. Partial Tenders and Consents. Tenders of old notes pursuant to the
exchange offer and consent solicitation (and the corresponding consents thereto
pursuant to the consent solicitation) will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof. If less than the entire principal
amount of any old notes evidenced by a submitted certificate is tendered, the
tendering holder must fill in the principal amount exchanged in the last column
of the box entitled "Description of old notes" herein. The entire principal
amount represented by the certificates for all old notes delivered to the
exchange agent will be deemed to have been exchanged and a related consent in
respect thereof delivered unless otherwise indicated. If the entire principal
amount of all old notes is not exchanged or not accepted for purchase,
certificates for the principal amount of old notes not exchanged or not accepted
for payment will be sent (or, if exchanged by book-entry transfer, returned by
credit to the account at DTC designated herein) to the holder unless otherwise
provided in the appropriate box in this consent and letter of transmittal (see
Instruction 7) promptly after the old notes are accepted for purchase.
6. Signatures on this Consent and Letter of Transmittal, Bond Powers and
Endorsement Guarantee of Signatures. If this consent and letter of transmittal
is signed by the registered holder(s) of certificated old notes tendered hereby
or with respect to which consent is given, the signature(s) must correspond with
the name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever. If this consent and letter of transmittal
is signed by a participant in DTC whose name is shown as the owner of the old
notes tendered hereby, the signature must correspond with the name shown on the
security position listing the owner of the old notes.
IF THIS CONSENT AND LETTER OF TRANSMITTAL IS EXECUTED BY A HOLDER OF OLD
NOTES WHO IS NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A
VALID PROXY, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A
MEDALLION SIGNATURE GUARANTOR, UNLESS THE SIGNATURE IS THAT OF AN ELIGIBLE
INSTITUTION. IN ADDITION SUCH EXCHANGE MUST BE ACCOMPANIED BY A VALID CONSENT
OR PROXY OF SUCH REGISTERED HOLDER(S), SINCE OLD NOTES MAY NOT BE EXCHANGED ON
OR PRIOR TO THE EXPIRATION DATE WITHOUT A CONSENT TO THE PROPOSED AMENDMENTS AND
ONLY REGISTERED HOLDER(S) ARE ENTITLED TO PROVIDE CONSENTS TO THE PROPOSED
AMENDMENTS, SIGNATURES ON SUCH CONSENTS OR PROXY MUST BE GUARANTEED BY A
MEDALLION SIGNATURE GUARANTOR UNLESS THE SIGNATURE IS THAT OF AN ELIGIBLE
INSTITUTION.
13
If any of the old notes exchanged hereby (and with respect to which consent
is given) are registered in the name of two or more joint holders, all such
holders must sign this consent and letter of transmittal. If any old notes
exchanged hereby are registered in different names on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
consent and letter of transmittal and any necessary accompanying documents as
there are different names in which certificates are held.
If this consent and letter of transmittal is signed by the registered
holder, and the certificates for any principal amount of old notes not tendered
or accepted for payment are to be issued (or if any principal amount of old
notes that is not validly tendered or not accepted for payment is to be reissued
or returned) to or, if tendered by book-entry transfer, credited to the account
at DTC of the registered holder, and payments for the exchange offer
consideration is to be made in connection with the exchange offer and consent
solicitation are to be made or credited to the registered holder, then the
registered holder need not endorse any certificates for tendered old notes, nor
provide a separate bond power. In any other case (including if this consent and
letter of transmittal is not signed by the registered holder), the registered
holder of tendered old notes must either properly endorse the certificates for
old notes tendered or transmit a separate properly completed bond power with
this consent and letter of transmittal (in either case, executed exactly as the
name(s) of the registered holder(s) appear(s) on such old notes, and, with
respect to a participant in DTC whose name appears on a security position
listing as the owner of old notes, exactly as the name(s) of the participant(s)
appear(s) on such security position listing), with the signature on the
endorsement or bond power guaranteed by a Medallion Signature Guarantor, unless
such certificates or bond powers are executed by an Eligible Institution. See
Instruction 1.
If this consent and letter of transmittal or any certificates of old notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and the
proper evidence satisfactory to us of their authority so to act, must be
submitted with this consent and letter of transmittal.
When this consent and letter of transmittal is signed by the registered
holder(s) of the old notes listed and transmitted hereby, no endorsements of old
notes or separate instruments of transfer are required unless payment is to be
made, or old notes not validly tendered or purchased are to be issued, to a
person other than the registered holder(s), in which case the signatures on such
old notes or instruments of transfer must be guaranteed by a Medallion Signature
Guarantor.
Endorsements on certificates for old notes, signatures on bond powers and
proxies provided in accordance with this Instruction 6 by registered holders not
executing this consent and letter of transmittal must be guaranteed by a
Medallion Signature Guarantor. See Instruction 1.
7. Special Payment and Special Delivery Instructions. Tendering holders
should indicate in the applicable box or boxes the name and address to which old
notes for principal amounts not tendered or not accepted for payment or checks
constituting payments for the exchange offer consideration to be made in
connection with the exchange offer and consent solicitation are to be issued or
sent, if different from the name and address of the registered holder signing
this consent and letter of transmittal. If old notes not validly tendered or not
accepted for payment are to be credited to a different account at DTC, such
special instructions must be indicated here and to DTC. In the case of issuance
in a different name, the taxpayer identification or social security number of
the person named must also be indicated. If no instructions are given, old notes
not tendered or not accepted for payment will be returned to the registered
holder of the old notes exchanged. For holders of old notes tendered by book-
entry transfer, old notes not tendered or not accepted for payment will be
returned by crediting the account at DTC designated above.
8. Taxpayer Identification Number. Each exchanging holder is required to
provide the exchange agent with the holder's correct taxpayer identification
number ("TIN"), generally the holder's social security or federal employer
identification number, on Substitute Form W-9, which is provided following
"Important Tax Information" below, or, alternatively, to establish another basis
for exemption from backup withholding. A holder must cross out item (2) in the
Certification box on Substitute Form W-9 if such holder is subject to backup
withholding. Failure to provide the exchange agent with either (i) the
14
correct TIN and certificate of no loss of exemption from back up withholding or
(ii) other adequate basis for exemption may subject the exchanging holder to a
$50 penalty fee and to 31% federal income tax backup withholding on the payments
made to the holder or other payee pursuant to the exchange offer and consent
solicitation. The box in Part 3 of the Substitute Form W-9 should be checked if
the exchanging holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If the box in Part 3 is checked
and the exchange agent is not provided with a TIN within sixty days thereafter,
the exchange agent will withhold 31% from any payments made with respect to the
old notes to be purchased and remit such amounts to the Internal Revenue
Service.
9. Transfer Taxes. We will pay or cause to be paid all transfer taxes
applicable to the purchase and transfer of old notes to it pursuant to the
exchange offer and consent solicitation, except in the case of deliveries of
certificates for old notes for principal amounts not exchanged or not accepted
for payment that are registered or issued in the name of any person other than
the registered holder of old notes tendered hereby, in which case the amount of
any transfer taxes payable on account of the transfer of old notes to such other
person will be deducted from the exchange offer consideration unless
satisfactory evidence of the payment of such taxes, or exemption therefrom is
submitted. Except as provided in this Instruction 9, it will not be necessary
for transfer stamps to be affixed to the certificates listed in this consent and
letter of transmittal.
10. Irregularities. All questions as to the form of documents, validity,
eligibility (including time of receipt) and acceptance of any tendered old notes
or delivery of consents or the withdrawal and revocation thereof pursuant to any
of the procedures described above will be determined by us in our sole
discretion (which determination shall be final and binding). We expressly
reserve the absolute right, in our sole discretion, subject to applicable law,
to reject any or all tenders of any old notes determined by us not to be in
proper form or if the acceptance for payment of, or payment for, such old notes
may, in the opinion of our counsel, be unlawful. We also reserve the absolute
right, in our sole discretion, to waive any defect or irregularity with respect
to any tender of old notes or delivery of consents of any particular holder,
whether or not similar defects or irregularities are waived in the case of other
holders. Our interpretation of the terms and conditions of the exchange offer
and consent solicitation (including the consent and letter of transmittal and
the Instructions thereto) will be final and binding. Any defect or irregularity
in connection with exchanges of old notes or deliveries of consents must be
cured within such time as we determine, unless waived by us and any such
defective tenders or consents shall not be deemed to have been made until all
defects or irregularities have been waived by us or cured. A defective tender
(whose defect is not waived by us) will not constitute a valid consent. None of
Aviation Sales, the exchange agent, the dealer manager, the information agent,
the trustee or any other person will be under any duty to give notification of
any defects or irregularities in exchanges or will incur any liability for
failure to give any such notification. If we waive our right to reject a
defective exchange of old notes, the holder will be entitled to the exchange
offer consideration.
11. Waiver of Conditions. We reserve the right, in our sole discretion to
waive any and all conditions to the exchange offer or consent solicitation and
to accept for payment any note exchanged pursuant to the exchange offer and
consent solicitation. Subject to compliance with applicable securities laws and
the terms set forth in the prospectus, and in this consent and letter of
transmittal, we reserve the right to extend or terminate the exchange offer and
the solicitation, or to otherwise amend the exchange offer and consent
solicitation in any respect.
12. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder of old
notes whose certificates for old notes have been mutilated, lost, stolen or
destroyed should write to or telephone ____________________ whose address and
telephone number appears below: Attention: ___________.
13. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering old notes and consenting to the proposed amendments,
requests for assistance or additional copies of the prospectus and consent
solicitation and this consent and letter of transmittal may be directed to, and
additional information about the exchange offer and consent solicitation may be
obtained from, either the dealer manager or the information agent, whose
addresses and telephone numbers appear below.
15
IMPORTANT TAX INFORMATION
Under United States federal income tax laws, a holder whose exchanged old
notes are accepted for payment is required to provide the exchange agent (as
payer) with such holder's correct TIN on Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such holder is an
individual, the TIN is his social security number. If the exchange agent is not
provided with the TIN, a $50 penalty may be imposed by the Internal Revenue
Service, and payments made with respect to old notes purchased pursuant to the
exchange offer and consent solicitation may be subject to backup withholding.
Failure to comply truthfully with the backup withholding requirements also may
result in the imposition of severe criminal and/or civil fines and penalties.
Certain holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup-withholding requirements.
Exempt holders should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the
exchange agent. A foreign person, including entities, may qualify as an exempt
recipient by submitting to the exchange agent a properly completed Internal
Revenue Service Form W-8, signed under penalties of perjury, attesting to that
holder's foreign, exempt status. A Form W-8 can be obtained from the exchange
agent. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the exchange agent is required to withhold
31% of any payments made to the holder or other payee. Backup withholding is
not an additional United States federal income tax. Rather, the federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service, provided the required
information is provided to the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments made with respect to old notes
purchased pursuant to the exchange offer and consent solicitation, the holder is
required to provide the exchange agent with either: (i) the holder's correct TIN
by completing the form below, certifying that the TIN provided on Substitute
Form W-9 is correct (or that such Holder is awaiting a TIN) and that (a) the
holder has not been notified by the Internal Revenue Service that the Holder is
subject to backup withholding as a result of failure to report all interest or
dividends or (b) the Internal Revenue Service has notified the holder that the
holder is no longer subject to backup withholding, or (ii) the holder
establishes an adequate basis for exemption.
A nonexempt holder may check the box in Part 3 of the attached Substitute
Form W-9 if such holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If a nonexempt holder checks the
box in Part 3, such holder must also complete the attached certificate of
awaiting taxpayer identification number in order to prevent backup withholding.
In the event that such holder fails to provide a TIN to the exchange agent
within sixty days, the exchange agent must backup withhold 31% of the payments
made to such holder.
What Number to Give the Exchange Agent
The holder is required to give the exchange agent the TIN (e.g., social
security number or employer identification number) of the registered holder of
the old notes. If the old notes are held in more than one name or are not held
in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
16
------------------------------------------------------------------------------------------------
PAYER'S NAME: AVIATION SALES COMPANY
------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1 -- please provide your TIN
in the box at right and certify ----------------------------
FORM W - 9 by signing and dating below. Social Security Number
Department of the Treasury OR
Internal Revenue Service
Payer's Request for Taxpayer ----------------------------
Identification Number Employer Identification
("TIN") Number
------------------------------------------------------------------
Part 2 -- Certification -- Under Part 3 --
Penalties of Perjury, I certify
that: Awaiting TIN G
(1) The number shown on this
form is my correct Taxpayer
Identification Number (or I am
waiting for a number to be issued
to me); and
(2) I am not subject to backup
withholding because: (a) I am
exempt from back-up withholding,
(b) I have not been notified by
the Internal Revenue Service
("IRS") that I am subject to
backup withholding as a result of
failure to report all interest or
dividends, or (c) the IRS has
notified me that I am no longer
subject to backup withholding.
------------------------------------------------------------------------------------------------
Certification Instructions - You must cross out item (2) in Part 2 above if you have been
notified by the IRS that you are subject to backup withholding because you have failed to
report interest or dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from the IRS
stating that you are no longer subject to backup withholding, do not cross out item (2).
Signature: _____________________________________________
Date: _____________________
------------------------------------------------------------------------------------------------
Part 4 -
[ ] Exempt from Backup
Withholding
------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER AND
CONSENT SOLICITATION. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
17
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
-------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature: ________________________________________ Date: _________________
Name:______________________________________________
(Please Print)
-------------------------------------------------------------------------------
18
The Exchange Agent for the Exchange Offer and Consent Solicitation:
__________________________________________
By Registered or Certified Mail: By Hand or Overnight Delivery:
__________________________________ ______________________________________
__________________________________ ______________________________________
__________________________________ ______________________________________
__________________________________ ______________________________________
Attention: _______________________ Attention: ___________________________
By Facsimile Transmission:
(for Eligible Institutions Only)
------------------------
To Confirm By Telephone or For Information Call:
-------------------------
(toll-free) or ________________________ (collect)
Any questions or requests for assistance or additional copies of the prospectus,
this consent and letter of transmittal or the notice of guaranteed delivery may
be directed to the information agent at the telephone numbers and address listed
below. A holder may also contact the dealer manager at its telephone number set
forth below or such holder's broker, dealer, commercial bank or trust company or
nominee for assistance concerning the exchange offer and consent solicitation.
The Information Agent for the Exchange Offer and Consent Solicitation is:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
Telephone: (____)___-____
The Dealer Manager for the Exchange Offer and Consent Solicitation is:
HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL
685 Third Avenue, 15th Floor
New York, New York 10017-4024
Telephone: (212) 497-4100 (collect)
19