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 AND WAIVER OF
DEFAULTS UNDER THE INDENTURE. CONSENTS MAY BE REVOKED AND OLD
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To Our Clients:
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 for each $1,000 principal amount of 8% senior subordinated
notes due 2008 (the "Old Notes") tendered and accepted for exchange, up
to an aggregate maximum of $10 million in cash for $33 million in
principal amount of Old Notes; or
(ii) $757.58 principal amount of 8% senior subordinated convertible PIK
notes due 2006 (the "New Notes"), 34.12 post-reverse split shares of
Company common stock and warrants to purchase 22.75 post-reverse split
shares of Company common stock (at an exercise price of $5.16 per
share) 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 the
SunTrust Bank Central Florida, National Association, as Trustee (the
"Indenture") and a waiver (the "Waiver") of the currently outstanding default
arising as a result of the Company's failure to pay the interest due on August
15, 2001 and any other defaults under the Indenture. The Proposed Amendments
and Waiver 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. If the Proposed Amendments
become operative, all persons who continue to hold Old Notes thereafter will be
subject to the provisions of the Indenture as amended by the Proposed
Amendments (except that the extension of the grace period to pay interest and
the waiver of any default to pay interest will not be effective against those
holders of Old Notes not consenting to that amendment or waiver).
By exchanging Old Notes, you will automatically Consent to the Proposed
Amendments to, and Waiver under, the Indenture governing the Old Notes. A
holder may not Consent to the Proposed Amendments and Waiver 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
post-reverse split shares of Company common stock and warrants to purchase
22.75 post-reverse split shares of Company common stock (at an exercise price
of $5.16 per share). 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 proportion as everyone else who exchanges
Old Notes for cash.
If more than $132 million in 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 the warrants so that everyone who
tenders under this option will receive New Notes, common stock, warrants and
cash in the same proportion as everyone else who tenders Old Notes under this
option.
This material relating to the Exchange Offer and Consent Solicitation is
being forwarded to you as the beneficial owner of Old Notes carried by us for
your account or benefit but not registered in your name. An exchange of any Old
Notes and the subsequent automatic Consent with respect to any Old Notes may
only be made by us as the registered Holder and pursuant to your instructions.
Therefore, the Company urges beneficial owners of Old Notes registered in the
name of a broker, dealer, commercial bank, trust company or other nominee to
contact such registered Holder promptly if they wish to exchange Old Notes
pursuant to the Exchange Offer and therefore automatically Consent to the
Proposed Amendments to, and Waiver under, the Indenture.
We urge you to read carefully the Prospectus, the Consent and Letter of
Transmittal and the other materials provided herewith before instructing us to
exchange your Old Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to exchange Old Notes and Consent on your behalf in accordance
with the provisions of the Exchange Offer and Consent Solicitation. Please note
that exchanges of Old Notes must be received by the Expiration Date to receive
the exchange offer consideration, and the Exchange Offer will expire at 5:00
p.m., New York City time, on , 2001, unless extended by the Company.
Your attention is directed to the following:
1. The Exchange Offer is for any and all of the Old Notes.
2. The Exchange Offer is subject to the conditions described in the
Prospectus under the caption "The Exchange Offer and Consent
Solicitation--Conditions to the exchange offer and consent solicitation.
3. If you desire to exchange any Old Notes pursuant to the Exchange Offer
and receive the exchange offer consideration, we must receive your
instructions in ample time to permit us to effect an exchange of Old
Notes on your behalf on or prior to 5:00 p.m., New York City time on the
Expiration Date.
4. You may not validly exchange Old Notes without delivering a Consent to
the Proposed Amendments and Waiver. You may not validly deliver a
Consent to the Proposed Amendments and Waiver without exchanging your
Old Notes in the Exchange Offer.
If you wish to have us exchange your Old Notes held by us for your account
or benefit and deliver your Consent, please so instruct us by completing,
executing and returning to us the instruction form that appears below, allowing
sufficient time for us to submit an exchange on your behalf prior to the
Expiration Date. The accompanying Consent and Letter of Transmittal is
furnished to you for informational purposes only and may not be used by you to
exchange Old Notes held by us and registered in our name for your account.
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You may withdraw exchanges of Old Notes at any time before the Expiration
Date of the Exchange Offer, but the exchange offer consideration will not be
issuable in exchange for Old Notes so withdrawn. A valid withdrawal of your Old
Notes will also constitute a revocation of your Consent to the Proposed
Amendments to, and Waiver under, the Indenture. Any permitted withdrawal of Old
Notes may not be rescinded, and any Old Note properly withdrawn will afterwards
be deemed not validly exchanged for purposes of the Exchange Offer. Withdrawn
Old Notes may, however, be re-exchanged by again following one of the
appropriate procedures described in the Prospectus at any time before the
Expiration Date of the Exchange Offer. Consents may be revoked prior to the
Expiration Date, but a valid revocation of your Consent will also constitute a
withdrawal of your Old Notes for exchange pursuant to the Exchange Offer.
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INSTRUCTIONS WITH RESPECT TO
EXCHANGE OFFER AND CONSENT SOLICITATION
The undersigned acknowledge(s) receipt of your letter dated , 2001,
and the enclosed materials referred to therein relating to the Exchange Offer
and the Consent Solicitation with respect to the Company's Old Notes.
This will instruct you to exchange the principal amount of Old Notes
indicated below held by you for the account or benefit of the undersigned and
automatically deliver the undersigned's Consent to the Proposed Amendments to,
and Waiver under, the Indenture governing the Old Notes with respect to the
principal amount of Old Notes indicated below, pursuant to the terms of and
conditions set forth in the Prospectus and the Consent and Letter of
Transmittal.
AVIATION SALES COMPANY
Principal Amount of Old Notes, with respect to which Consent to the Proposed
Amendments and Waiver is given, and which are to be exchanged unless otherwise
indicated:
Principal Amount Exchanged:*
$
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$
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Total Principal Amount Exchanged:
$
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Form of Exchange Offer Consideration:
Cash
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New Notes, common stock,
and warrants
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PLEASE SIGN HERE
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Signature(s)
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Name(s) (Please Print)
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Address
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City, State and Zip Code
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Area Code and Telephone No.
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Tax Identification or Social Security No.
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My Account Number With You
Date:
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* I (we) understand that if I (we) sign this instruction form without
indicating an aggregate principal amount of Old Notes in the space above,
all Old Notes held by you for my (our) account will be exchanged, regardless
of the principal amount listed above, and that I (we) will be deemed to
automatically Consent to the Solicitation.
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