Ex-10.3



 




Exhibit
10.3





ESCROW AGREEMENT




     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.



     WHEREAS, pursuant to the terms of the Agreement and Plan of Merger (the “Merger
Agreement”) between TIMCO and TAS dated as of July 31, 2006, TAS is to merge with and into
TIMCO, with TIMCO being the surviving entity, and the public shareholders of TIMCO will receive
cash consideration of $4.00 per share, and the holders of Company Stock Options, Stock Purchase
Rights, Company Convertible Debt and the LJH Warrant (as such terms are defined in the Merger
Agreement) will receive cash consideration equivalent to $4.00 per share of Company Common Stock
into which such rights are exercisable or convertible (all such persons having rights to receive
cash consideration as a result of the Merger being referred to herein as “Holders”), or $10,006,524
in the aggregate, subject to the terms and conditions described in the Merger Agreement (the
“Merger”); and



     WHEREAS, TAS is delivering to the Escrow Agent $10,006,524 in cash as a deposit (the
“Deposit Amount”) to be applied to pay the cash consideration to the Holders pursuant to
Section 1.10(a) of the Merger Agreement; and



     WHEREAS, the Deposit Amount represents funds contributed to the capital of TAS by its
stockholders, LJH, Ltd. (“LJH”) and certain affiliated investment partnerships of Owl Creek Asset
Management, L.P. (“Owl Creek”); and



     NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Definitions. “Business Day” means any day other than a Saturday, Sunday or
other day on which commercial banks in Denison, Texas or Greensboro, North Carolina are authorized
or required by law to close.



     2. Instructions to Escrow Agent. All instructions received by the Escrow Agent from
TAS must be signed by an officer of TAS and of LJH. All instructions received by the Escrow Agent
from TIMCO must be signed by an officer of TIMCO.



     3. Appointment of the Escrow Agent. The Escrow Agent is hereby appointed as escrow
agent with respect to the Escrow (as defined below).



     4. The Escrow. In accordance with the terms of the Merger Agreement, TAS has
deposited with the Escrow Agent the Deposit Amount, consisting of funds contributed to its capital
by LJH and Owl Creek. The Deposit Amount, plus all interest thereon, shall be held and disposed of
in accordance with the terms of this Agreement (the “Escrow”).



     5. The Escrow Agent’s Duties. The Escrow Agent shall hold the Escrow in safekeeping
and shall deliver the same or any part thereof, only as set forth in this Agreement.



 









 






     6. Terms of Escrow. The terms of the Escrow shall extend until all of the Escrow has
been distributed by the Escrow Agent in accordance with Section 8 of this Agreement.



     7. Investment of Escrow. The Escrow Agent shall invest and reinvest cash balances in
the Escrow each day in such money market or other short-term investment funds as shall be specified
in writing jointly by TAS and by TIMCO, as evidenced by a resolution of the Special Committee of
the Board of Directors of TIMCO certified to the Escrow Agent by the secretary or assistant
secretary of TIMCO; provided, however, that no investment or reinvestment may be
made except in the following:



     (a) direct obligations of the United States of America or obligations the principal of and the
interest on which are unconditionally guaranteed by the United States of America;



     (b) certificates of deposit issued by any bank, bank and trust company, or national banking
association (including the Escrow Agent and its affiliates), which certificates of deposit are
fully insured by the Federal Deposit Insurance Corporation or a similar governmental agency;



     (c) repurchase agreements with any state bank or national banking association (including the
Escrow Agent and its affiliates); or



     (d) money market funds maintained by the Escrow Agent that are composed solely of United
States of America Treasury Securities.



Interest or other amounts paid on, or with respect to, invested cash balances in the Escrow shall
be deemed a part of the Escrow, and shall be held and invested by the Escrow Agent in accordance
with the terms of this Agreement.



     If the Escrow Agent has not received written instructions from the Parties at any time that an
investment decision must be made, the Escrow Agent shall invest such cash balances, or any portion
thereof as to which no such written instruction has been received, in investments described in
clause (d) above. Each of the foregoing investments shall be made in the name of the Escrow Agent.
No investment shall be made in any instrument or security that has a maturity of greater than 30
days. Notwithstanding anything to the contrary contained herein, the Escrow Agent may, without
notice to the Parties, sell or liquidate any of the foregoing investments at any time if the
proceeds thereof are required for any release of funds permitted or required under this Agreement,
and the Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting
from any such sale or liquidation. With respect to any funds received by the Escrow Agent for
deposit into the Escrow, or any written instruction from the Parties received by the Escrow Agent
with respect to investment of any funds in the Escrow after ten o’clock a.m., Central Time, the
Escrow Agent shall not be required to invest such funds or to effect such investment instruction
until the next Business Day.



     The Parties recognize and agree that the Escrow Agent will not provide supervision,
recommendations or advice relating to either the investment of moneys held in the Escrow Account or
the purchase, sale, retention or other disposition of any permitted investment. Interest and other
earnings on permitted investments shall be added to the Escrow Account. Any loss or expense
incurred as a result of an investment will be borne by the Escrow Account. Although TAS and TIMCO
each recognizes that it may obtain a broker confirmation or written statement containing comparable
information at no additional cost, TAS and TIMCO hereby



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agree that confirmations of permitted investments are not required to be issued by the Escrow
Agent for each month in which a monthly statement is rendered. No statement need be rendered for
the Escrow Account if no activity occurred for such month.



     8. Distribution of the Escrow. The Escrow Agent is directed to hold and distribute
the Escrow, as follows:



     (a) The Escrow Agent is hereby authorized and directed to release and deliver the Escrow, as
TAS and TIMCO, as evidenced by a resolution of the Special Committee of the Board of Directors of
TIMCO certified to the Escrow Agent by the secretary or assistant secretary of TIMCO, may jointly
direct the Escrow Agent in writing at any time or from time to time, and, without limiting the
foregoing, TAS and TIMCO agree:



     (i) upon the consummation of the Merger, the Escrow Agent shall release and deliver the
Escrow, minus any excess of the Escrow over the Deposit Amount (the “Escrow Excess Amount”), to the
Paying Agent under the Merger Agreement, who shall be identified to Escrow Agent in a written
notice by TAS and TIMCO, as evidenced by a resolution of the Special Committee of the Board of
Directors of TIMCO certified to the Escrow Agent by the secretary or assistant secretary of TIMCO,
prior to the consummation of the Merger, and thereupon to release and deliver the Escrow Excess
Amount to TIMCO as the surviving corporation of the Merger. Delivery to the Escrow Agent of a
Certificate of Merger evidencing the merger of TAS, with and into TIMCO, and bearing the seal of
the Secretary of State of the State of Delaware and certified to be in effect by the Secretary of
TIMCO is agreed by TIMCO and TAS to be sufficient evidence of the consummation of the Merger, and
upon receipt thereof, the Escrow Agent is hereby authorized and directed to release and deliver the
Escrow in accordance with this Section 8(a)(i); and



     (ii) if the Merger Agreement is terminated, the Escrow Agent shall release and deliver to LJH
80.52% of the Escrow and to Owl Creek 19.48% of the Escrow, solely upon receipt of joint
instructions to such effect by TAS and the Special Committee of the Board of Directors of TIMCO; or



     (b) The Escrow Agent is hereby authorized and directed to release and deliver the Escrow in
accordance with, and upon the Escrow Agent’s receipt of, a certified copy of a final judgment or
order, unappealed or unappealable, of a court of competent jurisdiction ordering such release and
delivery.



     (c) Upon and after the consummation of the Merger, because TAS and TIMCO will have merged into
a single corporation which will continue under the name of TIMCO, all subsequent instructions and
actions required under this Agreement by either of TAS or TIMCO shall be performed by TIMCO.



     9. The Escrow Agent’s Authority to Act.



     (a) Subject to the requirements set forth in Section 2, the Escrow Agent may act in
accordance with the terms of this Agreement upon any written notice, request, waiver, consent,
certificate, receipt, authorization, power of attorney or other written or electronic document
which the Escrow Agent in good faith, after reasonable inquiry, believes to be genuine.



3









 





     (b) The Escrow Agent shall be deemed to have properly delivered any item of the Escrow upon
(i) delivery by wire transfer to such accounts as the Escrow Agent may be instructed in writing by
the person to whom delivery is to be made; (ii) delivery in person at the Escrow Agent’s offices;
or (iii) delivery in any other manner pursuant to written instructions of the person to whom
delivery is to be made.



     (c) In performing its duties under this Agreement, or upon the claimed failure to perform any
of its duties hereunder, the Escrow Agent shall not be liable to anyone for damages, losses or
expenses which may be incurred as a result of the Escrow Agent so acting or failing to so act;
provided, however, the Escrow Agent shall not be relieved from liability for
damages arising out of its gross negligence or willful misconduct under this Agreement or breach of
this Agreement.



     (d) The Escrow Agent is expressly authorized and directed to deliver to LJH and to Owl Creek
copies of all written notices and reports delivered by Escrow Agent to TAS or TIMCO pursuant to
this Agreement, and to respond to reasonable requests by either of LJH or Owl Creek for information
relating to this Agreement and the Escrow. In the event of any dispute arising under this
Agreement, LJH and Owl Creek are agreed by the Parties to be express third party beneficiaries of
this Agreement and to have the right to appear and participate in any such litigation as their
rights may appear.



     10. Other Agreements. The Escrow Agent is not a party to, nor is it bound by, any
other agreement or undertaking among the Parties, it being the intention of the Parties hereto that
the Escrow Agent assents to and shall be obligated to give attention only to the terms and
provisions hereof. Unless otherwise provided in Section 9(a), Section 13(a) or
Section 14, the Escrow Agent shall have no duty to determine or inquire into the happening
or occurrence of any event or contingency or the performance or failure of performance of TAS or
TIMCO with respect to arrangements or contracts with each other or with others, the Escrow Agent’s
sole duty hereunder being to hold the Escrow and to dispose of and deliver the same in accordance
with the terms of this Agreement.



     11. Standard of Care.



     (a) The Escrow Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement and no implied covenants or obligations shall be read into
this Agreement against the Escrow Agent.



     (b) If the Escrow Agent is required by the terms hereof to determine the occurrence of any
event or contingency, the Escrow Agent shall, in making such determination, be liable only for its
willful misconduct or gross negligence, as determined in light of all the circumstances, including
the time and facilities available to it in the ordinary conduct of its business. In determining
the occurrence of any such event or contingency the Escrow Agent may request from TAS, TIMCO or any
other person such reasonable additional evidence as the Escrow Agent in its sole discretion may
deem necessary to determine any fact relating to the occurrence of such event or contingency, and
may at any time inquire of and consult with others, including without limitation, TAS and TIMCO,
and the Escrow Agent shall not be liable for any damages resulting from its delay in acting
hereunder pending its receipt and examination of additional evidence requested by it.



4









 





     (c) Unless otherwise expressly provided in this Agreement, whenever the Escrow Agent is
required by the terms hereof to take action upon the occurrence of any event or contingency, the
time prescribed for such action shall in all cases be a reasonable time after written notice
received by the Escrow Agent for the happening of such event or contingency.



     12. Resignation and Removal of the Escrow Agent. The Escrow Agent may resign from the
performance of its duties hereunder at any time by giving 10 days’ prior written notice to the
Parties. The Escrow Agent may be removed as Escrow Agent hereunder, with or without cause, by the
Parties, acting collectively, by furnishing collective written instructions to the Escrow Agent, at
any time by the giving of 10 days’ prior written notice to the Escrow Agent. Such resignation or
removal shall take effect upon the appointment of a successor Escrow Agent or upon payment of the
Escrow to the registry of court of competent jurisdiction, as provided herein below. Upon any such
notice of resignation or removal, the Parties shall collectively appoint a successor Escrow Agent
hereunder, which shall be a commercial bank, trust company or other financial institution with a
combined capital and surplus in excess of $100,000,000. If TAS and TIMCO have not collectively
appointed a successor Escrow Agent within twenty (20) days after the date of notice of the Escrow
Agent’s resignation or removal, the Escrow Agent shall deliver the Escrow to the registry of a
court of competent jurisdiction. Upon the acceptance in writing of any appointment as the Escrow
Agent hereunder by a successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties previously vested in the
Escrow Agent who has resigned or has been removed (the “Retiring Escrow Agent”), including delivery
of such funds to the registry of a court of competent jurisdiction. Upon the effectiveness of the
Retiring Escrow Agent’s resignation or removal, the Retiring Escrow Agent shall be discharged from
its duties and obligations under this Agreement, but shall not be discharged from any liability for
actions taken as the Escrow Agent hereunder prior to the effectiveness of such resignation or
removal. After the effectiveness of the Retiring Escrow Agent’s resignation or removal, the
provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Escrow Agent under this Agreement.



     13. Liability of the Escrow Agent.



     (a) The Escrow Agent shall have no liability or obligation with respect to the Escrow, except
for the Escrow Agent’s willful misconduct or gross negligence or breach of this Agreement. The
Escrow Agent’s sole responsibility shall be for the safekeeping, investment, and disbursement of
the Escrow in accordance with the terms of this Agreement. The Escrow Agent shall have no implied
duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance
not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to
its due execution, validity and effectiveness, but also as to the truth and accuracy of any
information contained therein, which the Escrow Agent shall in good faith, after reasonable
inquiry, believe to be genuine, to have been signed or presented by the person or parties
purporting to sign the same and to conform to the provisions of this Agreement. In no event shall
the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages.
The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in
connection with the Escrow, any account in which the Escrow is deposited, this Agreement or the
Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The
Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to
the construction of any of the



5









 







provisions hereof or of any other agreement or of its duties hereunder, and shall incur no
liability and shall be fully indemnified from any liability whatsoever in acting in good faith in
accordance with the written opinion or instruction of such counsel provided to each of TAS and
TIMCO. The Parties, jointly and severally, shall promptly pay, upon demand, the reasonable fees and
expenses of any such counsel.



     (b) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or
process entered by a court of competent jurisdiction with respect to the Escrow without
determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of
the Escrow is at any time attached, garnished or levied upon under any court order, or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in case any order, judgment or decree shall be made or entered by
any court affecting such property or any part thereof, then and in any such event, the Escrow Agent
is authorized, in its sole discretion, but in good faith, to rely upon and comply with any such
order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon
it without the need for appeal or other action; and if the Escrow Agent complies in good faith with
any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to
any other person or entity by reason of such compliance even though such order, writ, judgment or
decree may be subsequently reversed, modified, annulled, set aside or vacated.



     (c) The Escrow Agent shall have the right to perform any of its duties hereunder through
agents, attorneys, custodians or nominees.



     (d) Any banking association or corporation into which the Escrow Agent may be merged,
converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Escrow Agent shall be a party, or any banking
association or corporation to which all or substantially all of the corporate trust business of the
Escrow Agent shall be transferred, shall succeed to all the Escrow Agent’s rights, obligations and
immunities hereunder without the execution or filing of any paper or any further act on the part of
any parties hereto, anything herein to the contrary notwithstanding.



     14. Indemnification of the Escrow Agent. From and at all times after the date of this
Agreement, the Parties, jointly and severally, shall, to the fullest extent permitted by law and to
the extent provided herein, indemnify and hold harmless the Escrow Agent and each director,
officer, employee, attorney, agent and affiliate of the Escrow Agent (but excluding Lacy Harber,
John Cawthron, LJH, Ltd. and TAS) (collectively, the “Indemnified Parties”) against any and
all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any
kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and
expenses) incurred by or asserted against any of the Indemnified Parties from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising from or in any way
relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation)
by any person, including without limitation TAS or TIMCO, whether threatened or initiated,
asserting a claim for any legal or equitable remedy against any Indemnified Parties under any
statute or regulation, including, but not limited to, any federal or state securities laws, or
under any common law or equitable cause or otherwise, arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of this Agreement or any
transactions contemplated herein, whether or not any such Indemnified Party is a party to any such
action, proceeding, suit or the target of any such inquiry or investigation; provided,



6









 




however, that no Indemnified Party shall have the right to be indemnified hereunder
for any liability finally determined by a court of competent jurisdiction, subject to no further
appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified
Party or from the breach of this Agreement by such Indemnified Party. If any such action or claim
shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly
notify the Parties in writing, and the Parties shall assume the defense thereof, including the
employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole
discretion, have the right to employ separate counsel (who may be selected by such Indemnified
Party in its sole discretion) in any such action and to participate in the defense thereof, and the
reasonable fees and expenses of such counsel shall be paid by such Indemnified Party, except that
TAS and/or TIMCO shall be required to pay such reasonable fees and expenses if (a) TAS and/or TIMCO
agree to pay such fees and expenses, (b) TAS and/or TIMCO shall fail to assume the defense of such
action or proceeding or shall fail to employ counsel reasonably satisfactory to the Indemnified
Party in any such action or proceeding, (c) TAS and TIMCO are plaintiffs in any such action or
proceeding or (d) the named parties to any such action or proceeding (including any impeded
parties) include both the Indemnified Party and TAS and/or TIMCO, and the Indemnified Party shall
have been advised by counsel that principles of legal ethics prevent one counsel from representing
all of the named parties. The Parties shall be jointly and severally liable to pay fees and
expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under
clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by TAS
and/or TIMCO pursuant to the foregoing sentence shall be paid from time to time as incurred, both
in advance of and after the final disposition of such action or claim. All of the foregoing
losses, damages, costs and expenses of the Indemnified Parties shall be payable by the Parties,
jointly and severally, upon demand by such Indemnified Party. Notwithstanding the joint and
several liability of the Parties, each of TAS and TIMCO hereby agree to pay one-half of the
foregoing losses, damages, costs and expenses of the Indemnified Parties unless otherwise ordered
by a court of competent jurisdiction. The obligations of the Parties under this Section 14
shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.




     The Parties agree that neither the payment by TAS or TIMCO of any claim by the Escrow Agent or
any Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the
Escrow Agent or any Indemnified Party from the Escrow in respect of a claim by the Escrow Agent or
any Indemnified Party for indemnification shall impair, limit, modify or affect, as among the
Parties the respective rights and obligations of TAS or TIMCO under the Merger Agreement.



     No expenses or indemnification pursuant to this Agreement may be paid from the Deposit Amount.



     15. Time of Performance. Under the terms hereof, if the time for performance of any
provision shall fall on a date which is not a Business Day, the performance thereof on the next
succeeding Business Day shall be deemed to be in full compliance. Whenever time is referred to in
this Agreement, it shall be the time recognized by the Escrow Agent in the ordinary conduct of its
normal business transactions.



     16. Bankruptcy, etc. The bankruptcy, insolvency, reorganization or absence of TAS or
TIMCO shall not affect or prevent performance by the Escrow Agent of its obligations or its right
to rely upon instructions received hereunder.



7









 





     17. Remedies of the Escrow Agent. As additional consideration for and as an
inducement for the Escrow Agent to act hereunder, it is understood and agreed that in the event of
any disagreement between the parties to this Agreement or in the event any other person or entity
claims an interest in the Escrow or any part thereof, and such disagreement or claim results in
adverse claims and demands being made by them or any of them in connection with or for any part of
the Escrow, the Escrow Agent shall pay the Escrow to the registry of a court of competent
jurisdiction for determination of the rights of TAS and TIMCO thereto, whereupon the Escrow Agent
shall have no further obligation with respect to the Escrow to either TAS or TIMCO. Anything
herein to the contrary notwithstanding, the Escrow Agent shall not be or become liable to TAS or
TIMCO for the failure of the Escrow Agent to comply with the conflicting or adverse demands of TAS
or TIMCO or of any other persons or entities claiming an interest in the Escrow or any part
thereof.



     18. Fees and Expenses.



     (a) Each of TAS and TIMCO hereby agree to pay one-half of the fees of the Escrow Agent for its
ordinary services hereunder, as determined in accordance with, and payable as specified in, the
Schedule of Fees set forth in Schedule 1 attached hereto unless otherwise ordered by a
court of competent jurisdiction. In addition, each of TAS and TIMCO hereby agrees to pay one-half
of the Escrow Agent’s reasonable expenses incurred in connection with this Agreement, including,
but not limited to, reasonable legal fees and expenses, in the event the Escrow Agent deems it
necessary to retain counsel after the date of this Agreement. Such expenses shall be paid to the
Escrow Agent within 10 days following receipt by TAS and TIMCO of a written statement setting forth
such expenses.



     (b) Each of TAS and TIMCO agrees that in the event any controversy arises under or in
connection with this Agreement or the Escrow, or the Escrow Agent is made a party to or intervenes
in any litigation pertaining to this Agreement or the Escrow, it will pay to the Escrow Agent
one-half of the reasonable compensation for its extraordinary services and reimburse the Escrow
Agent for one-half of all reasonable costs and expenses associated with such controversy or
litigation, including, but not limited to reasonable legal fees and expenses unless otherwise
ordered by a court of competent jurisdiction. The Escrow Agent shall give written notice to the
Parties prior to incurring any such fees, costs or expenses, and an estimate of the amount of such
fees, costs and expenses.



     (c) Each of TAS and TIMCO warrants and agrees with the Escrow Agent that, unless otherwise
expressly set forth in this Agreement, there is no security interest in the Escrow or any part
thereof; no financing statement under the Uniform Commercial Code of any jurisdiction is on file in
any jurisdiction claiming a security interest in or describing, whether specifically or generally,
the Escrow or any part thereof; and the Escrow Agent shall have no responsibility at any time to
ascertain whether or not any security interest exists in the Escrow or any part thereof or to file
any financing statement under the Uniform Commercial Code of any jurisdiction with respect to the
Escrow or any part thereof.



     (d) The Escrow Agent waives any right of set off or any other legal right or claim that it or
any assignee may have or assert against the Escrow, excluding only exceptions that may arise
pursuant to this Agreement. No expenses payable pursuant to Section 18 of this Agreement may be
paid from the Deposit Amount.



8









 





     (e) In the event fees and expenses of the Escrow Agent are to be paid pursuant to Section
14 hereof, it is understood and agreed by both TAS and TIMCO that such fees and expenses are in
addition to those described above.



     19. Effective Date. The effective date of this Agreement shall be the date hereof.



     20. Termination and Resignation. Unless sooner terminated as hereinafter provided,
this Agreement shall terminate without action of any party when all of the terms hereof shall have
been fully performed.



     21. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, and such counterparts shall constitute and be one and the same instrument.



     22. Amendments. This Agreement cannot be amended or modified except by another
agreement in writing signed by all the parties hereto or by their respective successors in
interest.



     23. Headings. The paragraph headings contained herein are for convenience of
reference only and are not intended to define, limit or describe the scope or intent of any
provision of this agreement.



     24. Governing Law. This Agreement shall be deemed to have been made and shall be
construed and interpreted in accordance with the laws of the State of Texas without giving effect
to the conflict of laws principles thereof.



     25. Withholding. The Escrow Agent shall not be responsible or liable for
determination or payment of any taxes assessed against the Escrow or the income therefrom nor for
the preparation or filing of any tax returns other than withholding required by statute or treaty.
The Parties agree to provide the Escrow Agent any information necessary to perform any such
required withholding, including IRS Form W-8 or W-9, as applicable, and the Escrow Agent shall be
entitled to rely on such information. The Escrow Agent will establish the account holding the
Escrow under the EIN of TAS; if Escrow Agent is responsible for tax reporting as set forth in this
Section 25, it will be rendered under the aforementioned TIN.



     26. Notices. All notices and other communications given or made pursuant hereto shall
be in writing and shall be deemed to have been duly given or made as of the date delivered, mailed
or transmitted, and shall be effective upon receipt, if delivered personally, mailed by registered
or certified mail (postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like changes of address)
or sent by electronic transmission to the facsimile numbers specified below:



	 	 	 	 	 
	 

	 	if to TAS:
	 	TAS Holding, Inc
	 

	 	 	 	c/o Cawthron, Womack & Coker, P.C.
	 

	 	 	 	First Waco Center
	 

	 	 	 	1700 N. Valley Mills Drive
	 

	 	 	 	P. O. Box 8256
	 

	 	 	 	Waco, TX 76714
	 

	 	 	 	Telephone No.: (817) 776-3871
	 

	 	 	 	Facsimile No.: (254) 776-4346
	 

	 	 	 	Attention: John Cawthron
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Bracewell & Giuliani LLP






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	 	 	 	500 N. Akard Street, Suite 4000
	 

	 	 	 	Dallas, TX 75201
	 

	 	 	 	Telephone No.: (214) 758-1000
	 

	 	 	 	Facsimile No.: (214) 758-1010
	 

	 	 	 	Attention: Michael W. Tankersley
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Beard, Kultgen, Brophy, Bostwick &
	 

	 	 	 	Dickson, LLP
	 

	 	 	 	Central Tower
	 

	 	 	 	5400 Bosque Boulevard, Suite 301
	 

	 	 	 	Waco, TX 76710
	 

	 	 	 	Telephone No.: (254) 776-5500
	 

	 	 	 	Facsimile No.: (254) 776-3591
	 

	 	 	 	Attention: Richard E. Brophy, Jr.
	 
	 	 	 	 
	 

	 	if to TIMCO:
	 	TIMCO Aviation Services, Inc.
	 

	 	 	 	623 Radar Road
	 

	 	 	 	Greensboro, NC 27410
	 

	 	 	 	Telephone No.: (336) 668-4410
	 

	 	 	 	Facsimile No: (336) 337-1867
	 

	 	 	 	Attention: CEO and CFO
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Akerman Senterfitt
	 

	 	 	 	One Southeast Third Avenue, 28th Floor
	 

	 	 	 	Miami, FL 33131
	 

	 	 	 	Telephone No.: (305) 982-5604
	 

	 	 	 	Facsimile No: (305) 374-5095
	 

	 	 	 	Attention: Philip B. Schwartz
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Richards, Layton & Finger, P.A.
	 

	 	 	 	One Rodney Square
	 

	 	 	 	P. O. Box 551
	 

	 	 	 	Wilmington, DE 19899
	 

	 	 	 	Telephone No.: (302) 658-6500
	 

	 	 	 	Facsimile No.: (302) 658-6548
	 

	 	 	 	Attention: Mark Gentile
	 
	 	 	 	 
	 

	 	If to Escrow Agent:
	 	American Bank of Texas
	 

	 	 	 	931 West Main
	 

	 	 	 	Dennison TX 75020
	 

	 	 	 	Telephone No.: (903) 463-3510
	 

	 	 	 	Facsimile No.: (903)
	 

	 	 	 	Attention: James Parker






     27. Reports. At least monthly, within ten days of the end of each calendar month, the
Escrow Agent shall provide each of the Parties, LJH and Owl Creek with a full accounting of the



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Escrow, and a report of all transactions regarding the Escrow (including receipts, investments
and disbursements) not previously reported.




     28. Dealings. The Escrow Agent and any stockholder, director, officer or employee of
the Escrow Agent may buy, sell and deal in any of the securities of the Parties and become
pecuniarily interested in any transaction in which the Parties may be interested, and contract and
lend money to the Parties and otherwise act as fully and freely as though it were not Escrow Agent
under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other
capacity for TAS or TIMCO or for any other entity. The Parties acknowledge that they are aware
that Escrow Agent is owned by LJH or an affiliate.



     29. Parties in Interest. This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement, provided that (i) Owl Creek is an express third party beneficiary of
this Agreement and (ii) after the effectiveness of the Merger and until such time as the Deposit
Amount is delivered to the Paying Agent, the Holders shall be express third party beneficiaries of
this Agreement. The provisions of this Agreement for their benefit may be enforced by such express
third party beneficiaries.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first stated above.



	 	 	 	 	 	 	 
	TAX IDENTIFICATION NUMBER:

	 	PARTIES:
	 	 
	 
	 	 	 	 	 	 
	 	 	TAS Holding, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ John R. Cawthron	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	John R. Cawthron	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TIMCO Aviation Services, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ronald Utecht	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Ronald Utecht	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ESCROW AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	American Bank of Texas, as Escrow Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James Parker	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	James Parker	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	CFO	 	 
	 

	 	 	 	 	 	 





 









 






SCHEDULE 1




FEE SCHEDULE



An administrative fee of $100 will be payable upon distribution of the Escrow.