DRAFT SEPTEMBER ____, 2001
--------------------------------------------------------------------------------
A registration statement has been filed with the Securities and Exchange
Commission in connection with the Exchange Offer and the Consent Solicitation.
The completion of the Exchange Offer and the Consent Solicitation is dependant
upon the registration statement becoming effective.
--------------------------------------------------------------------------------
AVIATION SALES COMPANY
NOTICE
Dated _______________, 2001
of
EXCHANGE OFFER FOR AND CONSENT SOLICITATION WITH RESPECT TO ALL OF ITS
OUTSTANDING 8-1/8% SENIOR SUBORDINATED NOTES DUE 2008
--------------------------------------------------------------------------------
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BE REVOKED AND OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION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.
--------------------------------------------------------------------------------
To: Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
Enclosed for your consideration is material relating to the offer (the
"Exchange Offer") and the solicitation of consents (the "Consent Solicitation")
by Aviation Sales Company (the "Company") to exchange, at your election:
(i) $303 in cash, up to an aggregate maximum of $10 million in cash for
each $1,000 principal amount of 8-1/8% senior subordinated notes due
2008, (the "Old Notes") tendered and accepted for exchange, up to a
maximum of $33 million in principal amount of Old Notes; or
(ii) $757.58 principal amount of 8% senior subordinated convertible notes
due 2006, (the "New Notes"), 34.12 shares of post-reverse split
Company common stock and warrants to purchase 22.75 shares of post-
reverse split Company common stock for each $1,000 principal amount of
Old Notes tendered and accepted for exchange, as described in the
Prospectus and Consent Solicitation dated ____________, 2001, (as it
may be amended and supplemented from time to time the "Prospectus")
under the caption "The Exchange Offer and Consent Solicitation - Terms
of the exchange offer and consent solicitation."
In addition, in conjunction with the Exchange Offer, the Company is also
soliciting (the "Solicitation") consents (the "Consents") for certain proposed
amendments (the "Proposed Amendments") to the Indenture dated as of February 17,
1998, among the Company, certain of its subsidiaries as guarantors and SunTrust
Bank Central Florida, National Association, as Trustee (the "Indenture"). The
Proposed Amendments will be set forth in a supplemental indenture to the
Indenture (the "Supplemental Indenture"), which will be executed and delivered
by the Company, the Trustee and the other parties to the Indenture.
By exchanging Old Notes, you will automatically consent to the Proposed
Amendments to the Indenture governing the Old Notes. A Holder may not Consent
to the Proposed Amendments without exchanging the Old Notes related thereto.
If more than $33 million principal amount of Old Notes are exchanged for
cash, every additional $1,000 principal amount of Old Notes tendered will be
exchanged for the combination of $757.58 principal amount of New Notes, 34.12
shares of post-reverse split Company common stock and warrants to purchase 22.75
shares of post-reverse split Company common stock. The Company will distribute
the $10 million in cash so that everyone who exchanges Old Notes for cash will
receive cash, New Notes, common stock and warrants in the same proportions as
everyone else who exchanges Old Notes for cash.
If more than $132 million principal amount of Old Notes are tendered for
New Notes, common stock and warrants, every additional $1,000 principal amount
of Old Notes tendered will be exchanged for $303 in cash. The Company 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.
For your information and for forwarding to your clients for whom you hold
Old Notes registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Prospects dated ______, 2001.
2. A Consent and Letter of Transmittal for your use and for the information of
your clients in accepting the Exchange Offer and Consent Solicitation. The
Consent and Letter of Transmittal will enable your clients to exchange all
Old Notes that they own and thereby automatically deliver the related
Consents.
3. A printed form of letter, including a Letter of Instructions, which may be
sent to your clients for whose accounts you hold Old Notes registered in
your name or in the name of your nominee, with space provided for obtaining
such clients' instructions with regard to the Exchange Offer and Consent
Solicitation.
4. A Notice of Guaranteed Delivery for each of the Old Notes to be used to
accept the Exchange Offer and Consent Solicitation if the Old Notes and all
other required documents cannot be delivered to ____________ (the
"Exchange Agent") by the Expiration Date.
5. Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9, providing information relating to backup United States
federal income tax withholding together with a Substitute Form W-8 for non-
U.S. holders of Old Notes.
DTC participants will be able to execute exchanges through the DTC
Automated Tender Offer Program ("ATOP").
In all cases, payment of the exchange offer consideration for Old Notes
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of certificates evidencing such Old Notes
(or a confirmation of book-entry transfer of such Old Notes to the Exchange
Agent's account at DTC), a Consent and Letter of Transmittal (or a signed
facsimile thereof) properly completed and duly executed (whether through DTC's
ATOP procedure or otherwise), and any other required documents in accordance
with the instructions contained in the Consent and Letter of Transmittal.
The Company will not pay any fees or commissions to any broker, dealer,
commercial bank, trust company or other nominees (other than the Exchange Agent,
the Dealer Manager and the Information Agent, as described in the Prospectus) in
connection with the Solicitation for the exchange of Old Notes and Consents
pursuant to the Exchange Offer and Consent Solicitation. However, the Company
will reimburse you for customary mailing and handling expenses incurred by you
in forwarding any of the enclosed materials to your clients. The Company will
pay all transfer taxes to purchase and transfer the
2
Old Notes pursuant to the Exchange Offer, except as provided in Instruction 9 of
the Consent and Letter of Transmittal.
We urge you to contact your clients as promptly as possible in order to
obtain their instructions.
Any inquiries you may have with respect to the Exchange Offer and Consent
Solicitation should be addressed to ______________________, the Information
Agent, or to ______________________, the Exchange Agent at their respective
telephone numbers and addresses set forth on the back page of the Consent and
Letter of Transmittal. Additional copies of the enclosed materials may be
obtained from the Information Agent.
Very truly yours,
AVIATION SALES COMPANY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED HEREIN AND THEREIN
IMPORTANT: The Consent and Letter of Transmittal (or a facsimile), together
with Old Notes and all other required documents must be received by the Exchange
Agent on or before the Expiration Date in order for holders to receive cash and
New Notes in the Exchange Offer.
3