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Exhibit 10.137
 SECOND AMENDMENT TO
AMENDED AND RESTATED FINANCING AGREEMENT
 Amendment First
Amendment Financing Agreement LJH, LTD., Lender FORTRESS CREDIT OPPORTUNITIES
I LP Existing Lender MONROE INVESTMENTS, INC. MONROE CAPITAL
ADVISORS LLC Original Lender AIRCRAFT INTERIOR DESIGN, INC. AID BRICE MANUFACTURING COMPANY, INC. Brice TIMCO AVIATION SERVICES, INC. Parent TIMCO
ENGINE CENTER, INC. Engine TIMCO ENGINEERED SYSTEMS, INC. Engineered Systems TRIAD INTERNATIONAL MAINTENANCE
CORPORATION TIMCO Borrowers AVIATION SALES DISTRIBUTION SERVICES COMPANY Distribution Services AVIATION SALES LEASING COMPANY Leasing AVIATION SALES PROPERTY MANAGEMENT CORP. Property Management AVS/CAI, INC. AVS/CAI AVS/M-1,
INC. AVS/M-1 AVS/M-2, INC. AVS/M-2 AVS/M-3, INC. AVS/M-3 AVSRE, L.P. AVSRE HYDROSCIENCE, INC. Hydroscience TMAS/ASI, INC. TMAS/ASI WHITEHALL CORPORATION Whitehall Guarantor Guarantors Company Company
 W I T N E S S E T H:




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SECTION 1.
    
    Defined Terms. Capitalized terms used herein and defined in
the Financing Agreement or in Section 2 of this Amendment shall
have the meanings given to such terms in the Financing
Agreement or in Section 2 of this Amendment (as applicable).
 SECTION 2.
    
    Amendments to Financing Agreement.
 2.1
    
    Amendments to Section 1. Section 1 of the Financing Agreement is
hereby amended as follows:
 (a)
    
    Section 1 of the Financing Agreement is hereby amended by
adding thereto the following defined terms in their appropriate alphabetical
order:
 Assignment and Acceptance
 Assignment and Acceptance Effective Date
 Collateral Documents
 Existing Lender
 LJH
 LJH-Owl Creek Participation Agreement
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LJH Transaction Documents
 Original Lender
 Owl Creek Asset Management
 Owl Creek Investors
 Related Parties
 Term Loan C
 Term Loan C Amendment
 Term Loan C Amendment Effective Date
 Term Loan C Cash Interest
 Term Loan C Interest Rates
 Term Loan Exchange
 Term Loan Obligations
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Term Note C
 (b)
    
    Section 1 of the Financing Agreement is hereby further amended
by amending the following defined terms set forth therein as follows:
 (i)
    
    The defined term CIT Intercreditor
Agreement is hereby amended and restated in full to read as
follows:CIT Intercreditor Agreement shall mean that certain
Intercreditor and Subordination Agreement dated as of April 20, 2006,
between CIT and the Lender, as amended from time to time.(ii)
    
    The defined term CIT Revolving Line of
Credit in Section 1 of the Financing Agreement is hereby amended
by deleting therefrom the figure $35,000,000 and substituting in lieu
thereof the figure $30,000,000.(iii)
    
    The defined term CIT Term Loan in
Section 1 of the Financing Agreement is hereby amended by adding
thereto the phrase , which Term Loan has been paid in full on the Term
Loan C Amendment Effective Date after the phrase CIT Financing
Agreement at the end thereof.(iv)
    
    The defined term Line of Credit in
Section 1 of the Financing Agreement is hereby amended and restated in
full to read as follows:Line of Credit shall mean the aggregate commitment of the
CIT Lenders to make CIT Revolving Loans pursuant to the CIT Financing
Agreement and issue Letter of Credit Guaranties (as defined in the
CIT Financing Agreement) to the Borrowers in the aggregate amount of
$30,000,000.(v)
    
    The defined term Minimum Availability Reserve
in Section 1 of the Financing Agreement is hereby amended and restated
in full to read as follows:Minimum Availability Reserve shall mean the amount of
$3,000,000.(vi)
    
    The defined term Purchase Money Liens in
Section 1 of the Financing Agreement is hereby amended and restated in
full to read as follows:
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Purchase Money Liens shall mean liens on any item of
Equipment acquired after the date of this Financing Agreement
provided that (a) each such lien shall attach only to the property to
be acquired, (b) a description of the Equipment so acquired is
furnished to the Lender, and (c) the debt incurred in connection with
such acquisitions shall not exceed, in the aggregate, $2,500,000 in
the Fiscal Year ending December 31, 2006, $2,500,000 in the Fiscal
Year ending December 31, 2007, and $2,500,000 in any Fiscal Year
thereafter.
 (vii)
    
    The defined term Term Loans in
Section 1 of the Financing Agreement is hereby amended by deleting the
phrase and Term Loan B therefrom and substituting in lieu thereof the
phrase Term Loan B and Term Loan C.(viii)
    
    The defined term Term Notes in Section 1 of the Financing
Agreement is hereby amended by (A) deleting the phrase and Exhibit
A-3 therefrom and substituting in lieu thereof the phrase ,
Exhibit A-3 and Exhibit A-4 and (B) deleting the
phrase and Term Loan B therefrom and substituting in lieu thereof the
phrase , Term Loan B and Term Loan C.
 (c)
    
    Section 1 of the Financing Agreement is hereby further amended
by deleting therefrom the following defined terms, each in their respective
entireties: Fixed Charge Coverage Ratio, Net Worth, Senior Secured Debt Cap,
Tangible Net Worth, Total Assets, and Total Liabilities.
 2.2
    
    Amendments to Section 2. Section 2 of the Financing Agreement is
hereby amended by (a) deleting therefrom the phrase Term Loans from the lead-in text
immediately prior to subsection (a) therein and substituting in lieu thereof the phrase
Term Loan A and Term Loan B and (b) adding thereto a new sentence to the end thereof
to read as follows:The obligation of the Lender to make the Term Loan C hereunder is subject to the
satisfaction of, or waiver of, in writing, the conditions precedent set forth in
Section 5 of the Term Loan C Amendment.2.3
    
    Amendments to Section 4.1. Section 4.1 of the Financing Agreement is
hereby amended by adding thereto the following text to the end thereof:Each Borrower hereby further agrees to execute and deliver to the Lender Term Note
C in the form attached as Exhibit D to this Agreement (the Term Note
C) to evidence the Term Loan C to be extended by the Lender hereunder and
pursuant to the Term Loan C Amendment, and hereby acknowledges and agrees that,
effective as of the Assignment and Acceptance Effective Date, the Existing Term
Note, Term Note A-2 and Term Note B, and all of the obligations, liabilities and
indebtedness of the Borrowers thereunder, and all of the other rights,
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remedies and obligations of the Existing Lender, the Original Lender and Monroe
Investments, Inc. (collectively, the Assignor) under the Financing
Agreement, the Collateral Documents and the other Loan Documents (unless expressly
reserved or retained in the Assignment and Acceptance), have been sold, assigned and
transferred by the Assignor to the Lender pursuant to the Assignment and
Acceptance.
 2.4
    
    Amendments to Section 4.2. Section 4.2 of the Financing Agreement is
hereby amended by (a) adding thereto an (a) immediately prior to the phrase Upon
receipt in the first line thereof and (b) adding thereto a new subsection (b) to read
as follows:
 (b) Upon receipt of Term Note C and the satisfaction of the conditions precedent set
forth in Section 5 of the Term Loan C Amendment, the Lender hereby agrees to extend to the
Borrowers the Term Loan C.
 2.5
    
    Amendments to Section 4.3. Section 4.3 of the Financing Agreement is
hereby amended by adding thereto a new subsection (f) to the end thereof to read as
follows:(f) The parties hereto hereby agree that notwithstanding any term or provision in
Section 4.3 of the Financing Agreement (or any other term or provision in the
Financing Agreement), from and after the Term Loan C Amendment Effective Date, the
Borrowers shall not request, and the Lender shall have no further obligation to
make, any additional Term Loan B Advance under the Term Loan B Line.2.6
    
    Amendments to Section 4.4. Section 4.4 of the Financing Agreement is
hereby amended by adding thereto new subsections (d), (e) and (f) to the end thereof to
read as follows:(d) The principal amount of the Term Loan C shall be due and payable on the
Maturity Date or as otherwise provided in this Agreement.(e) Notwithstanding any term or provision in this Agreement, the Borrowers shall not
be required to make a payment on the outstanding principal balance of any Term Loan
to the Lender when due on any given date if and to the extent the Lender is
expressly prohibited under the CIT Intercreditor Agreement from receiving such
principal payments on such due date, provided that the Borrowers shall make
any such deferred principal payment on the first Business Day following the date on
which the Lender is no longer prohibited under the CIT Intercreditor Agreement from
receiving such principal payment.(f) Notwithstanding any term or provision in this Agreement, the Companies and the
Lender may agree from time to time to consummate Term Loan Exchanges and, upon the
consummation of any such Term Loan Exchange, the Term Loan Obligations subject to
such Term Loan Exchange shall be deemed paid and satisfied in full.
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2.7
    
    Amendments to Section 4.6. Section 4.6 of the Financing Agreement is
hereby amended by adding thereto the phrase , Term Loan C immediately prior to the
phrase and all other Obligations on the fifth line thereof.2.8
    
    Amendments to Section 4.7. Section 4.7 of the Financing Agreement is
hereby amended by adding thereto the phrase and the Term Loan C immediately after the
phrase the Term Loan A on the fifth line thereof.2.9
    
    Amendments to Section 4.8. Section 4.8 of the Financing Agreement is
hereby amended by adding thereto the phrase and the Term Loan C immediately after the
phrase to the Term Loan A on the third line thereof.2.10
    
    Amendments to Section 7.1. Section 7.1(m) of the Financing Agreement
is hereby amended by adding thereto a new sentence immediately prior to the third
sentence thereof to read as follows:The proceeds of the Term Loan C shall be used to provide working capital to the
Borrowers and to pay certain of the costs and expenses of closing the transactions
contemplated by the LJH Transaction Documents.2.11
    
    Amendments to Section 7.5. Section 7.5 of the Financing Agreement is
hereby amended by (a) amending subsection (b)(iv) thereof by deleting therefrom the
phrase or Term Loan A-2 set forth on the sixth line thereof and substituting in lieu
thereof the phrase , Term Loan A-2 or Term Loan C; and (b) (i) amending subsection
(c) thereof by deleting therefrom the term and immediately prior to the phrase Term
Loan B Cash Interest set forth on the tenth line thereof and substituting in lieu
thereof , and (ii) adding thereto the phrase and Term Loan C Cash Interest as set
forth in Paragraph 8.1(c) of Section 8 of this Financing Agreement immediately after
the phrase Term Loan B Cash Interest as set forth in Paragraph 8.1(b) of Section 8 of
this Financing Agreement set forth in the tenth and eleventh lines thereof.2.12
    
    Amendments to Section 7.9. Section 7.9(b) of the Financing Agreement
is hereby amended in full to read as follows: (b) Incur or create any Indebtedness
other than Permitted Indebtedness.2.13
    
    Amendments to Section 7.10. Section 7.10 of the Financing Agreement is
hereby amended and restated in full to read as follows:"7.10Until termination of the Financing Agreement and payment and satisfaction in
full of all Obligations hereunder, the Companies shall not make Capital Expenditures
(including, without limitation, by way of Capital Leases) which, in the aggregate,
as to the Companies, exceeds $2,500,000 during any Fiscal Year, provided,
however, such limitation shall not apply to Capital Expenditures made solely
from the proceeds of cash contributions to the equity of the Company making such
Capital Expenditure which are made after the date of the Assignment and Acceptance
Effective Date but excluding cash contributions to the equity of any Company
required pursuant to the terms and provisions of
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any merger agreement and excluding any equity contributions arising from the
conversion of any Indebtedness.
 2.14
    
    Amendments to Section 8.1.
 (a)
    
    Section 8.1(a) of the Financing Agreement is hereby amended by
(i) deleting therefrom the phrase six (6%) percent in the third line thereof
and substituting in lieu thereof the phrase one and three-quarters (1.75%)
percent and (ii) deleting therefrom the second sentence thereof.(b)
    
    Section 8.1(b) of the Financing Agreement is hereby amended by
(i) deleting therefrom the phrase six (6%) percent in the third line thereof
and substituting in lieu thereof the phrase one and three quarters (1.75%)
percent and (ii) deleting therefrom the second sentence thereof.(c)
    
    Section 8.1(c) is hereby amended and restated in full to read
as follows:(c) Cash Interest (Term Loan C Cash Interest) on the Term
Loan C shall be payable monthly in arrears on the first day of each calendar
month, on the date of each payment of principal thereof and on the Maturity
Date at the rate of LIBOR plus one and three quarters (1.75%) percent per annum
(the Term Loan C Interest Rates), provided that all such
interest shall be paid-in-kind, immediately capitalized and added to the
outstanding principal amount of the Term Loan C in accordance with Section
8.1(o).(d)
    
    Section 8.1 of the Financing Agreement is hereby further
amended by adding thereto a new subsection (o) to read as follows:(o) Notwithstanding any term or provision in this Section 8.1, the
Borrowers shall not be required to pay in cash any fees required to be paid
to the Lender when due under Section 8.1 or to make cash interest payments
(including regularly scheduled interest payments and default interest
payments) on any Term Loan to the Lender when due, in each case to the
extent that the Lender is expressly prohibited under the CIT Intercreditor
Agreement from receiving such fees in cash or cash interest payments on such
due date, provided that any such fees that are not paid to the
Lender in cash when due shall on the date or dates when due and owing be
paid in kind to the Lender and immediately capitalized and added to the then
outstanding principal amount of the Term Loan B on such date or dates, and
such cash interest payments that are not made to the Lender when due shall
on the date or dates such interest payments are due and owing be immediately
paid in kind, capitalized and added to the then outstanding principal amount
of such Term Loan to which such interest payment relates on such date or
dates, and all of the foregoing capitalized amounts shall thereupon bear
interest at the rate of interest specified in this Section 8.1.
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2.15
    
    Amendments to Section 13.2. Section 13.2 of the Financing Agreement is
hereby amended by (a) adding thereto an (A) immediately prior to the phrase
commercial banks and (b) adding thereto the phrase or (B) Owl Creek Asset
Management, any Owl Creek Investor and any other investor entity that is reasonably
acceptable to the Parent (provided that the Parent shall have no such rights if
a Default has occurred and is continuing) immediately after the phrase or other
financial institutions at the end of the third sentence thereof.2.16
    
    Amendments to Section 13.6. Section 13.6 of the Financing Agreement is
hereby amended by (a) amending and restating subsection (a) thereof in full to read as
follows:
 (a) If to Lender, at:
 
   
 2.17
    
    Additional Amendments to Section 13. Section 13 of the Financing
Agreement is hereby further amended by adding thereto new Sections 13.10, 13.11, 13.12,
13.13 and 13.14 to the end thereof to read as follows:
 13.10.
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13.11
 10




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INDEMNITEE
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13.12
   12




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13.13
 13




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13.14 provided
 2.18
    
    Amendments to Exhibits. The Financing Agreement is hereby further
amended by (a) deleting Exhibit A-1 therefrom in its entirety and substituting
in lieu thereof a new Exhibit A-1 in the form attached as Exhibit A to this
Amendment; (b) deleting Exhibit A-2 therefrom in its entirety and substituting
in lieu thereof a new Exhibit A-2 in the form attached as Exhibit B to this
Amendment; (c) deleting Exhibit A-3 therefrom in its entirety and substituting in lieu
thereof a new Exhibit A-3 in the form attached as Exhibit C to this Amendment;
(d) incorporating therein a new Exhibit A-4, Term C Note, in the form attached
as Exhibit D to this Amendment; and (e) deleting Exhibit B therefrom in
its entirety and substituting in lieu thereof a new Exhibit B in the form
attached as Exhibit E to this Amendment.
 Amendment Documents
 3.1
    
    Execution and Delivery of New Term Notes.
 (a)
    
    The Borrowers hereby agree to execute and deliver to the
Lender, prior to the Amendment Effective Date, each of (i) the Amended and
Restated Term Note A-1 in the form attached as Exhibit A to this
Amendment (as amended, restated, supplemented or otherwise modified from time
to time, the Amended and Restated Term Note A-1); (ii) the Amended
and Restated Term Note A-2 in the form attached as Exhibit B to this
Amendment (as amended, restated, supplemented or otherwise modified from time
to time, the Amended and Restated Term Note A-2); (iii) the Amended
and Restated Term Note B in the form attached as Exhibit C to this
Amendment (as amended, restated, supplemented or otherwise modified from time
to time, the Amended and Restated Term Note B); and (iv) Term Note C
in the form attached as Exhibit D to this Amendment (as amended,
restated, supplemented or otherwise modified from time to time, the Term C
Note; and, together with the Amended and Restated Term Note A-1, the
Amended and Restated Term Note A-2 and the Amended and Restated Term Note B,
the New LJH Term Notes).
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(b)
    
    The Companies hereby further acknowledge and agree that upon
execution and delivery of the New LJH Term Notes by the Borrowers to the Lender
and the occurrence of the Amendment Effective Date, (i) the New LJH Term Notes
shall be and constitute the Term Notes (as such term is used in the Financing
Agreement and the other Loan Documents) in all respects and for all purposes,
(ii) the Amended and Restated Term Note A-1 shall constitute the Existing Term
Note (as defined in the Financing Agreement in all respects and for all
purposes, (ii) the Amended and Restated Term Note A-2 shall be and constitute
the Term Note A-2 under the Financing Agreement in all respects and for all
purposes, and (iii) the Amended and Restated Term Note B shall be and
constitute the Term Note B under the Financing Agreement in all respects and
for all purposes.(c)
    
    The Lender shall deliver (or cause to be delivered) to the
Borrowers, the Existing Term Note, the Term Note A-2 and the Term Note B, each
as in effect immediately prior to the Amendment Effective Date (the
Existing Term Notes).(d)
    
    The Companies hereby acknowledge and agree to the amendments
set forth in Sections 2.14(d) and 2.17 of this Amendment and hereby covenant
and agree at any time and from time to time to execute and deliver to the
Lender amended and restated New LJH Term Notes evidencing payments and amounts
that have been paid in kind, capitalized and added to the outstanding principal
amounts of the Term Loans evidenced thereby.
 3.2
    
    Execution and Delivery of Mortgage Assignments and Amendments. Each
Company that is a party to any Mortgage hereby (a) agrees to execute and deliver to the
Lender, within ten (10) Business Days after the Amendment Effective Date, an assignment
and amendment to such Mortgage in form and substance reasonably acceptable to the
Lender (each a Mortgage Assignment and Amendment) that assigns such Mortgage
to the Lender and amends such Mortgage to conform to the terms of the Financing
Agreement (as amended by this Amendment), and (b) authorizes the Lender to file and
record (or cause to be filed and recorded), at such Companys sole cost and expense,
each such Mortgage Assignment and Amendment in the jurisdiction or jurisdictions where
the original Mortgage was recorded.3.3
    
    Execution and Delivery of IP Security Agreements. Each Company that
owns or holds any interest in any Copyright, Trademark or any Patent hereby (a)
covenants and agrees to deliver to the Lender a schedule describing all Copyrights,
Trademarks and Patents owned by such Company or in which such Company has any right,
title or interest within ten (10) Business Days after the Amendment Effective Date, (b)
agrees to execute and deliver to the Lender, within ten (10) Business Days after the
Amendment Effective Date, a Copyright Security Agreement, a Trademark Security
Agreement and a Patent Security Agreement (as applicable) covering the Copyrights,
Trademarks and Patents
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IP
Security Agreement
 3.4
    
    Execution and Delivery of New CIT Intercreditor Agreement; Termination of
LJH Subordination Agreement. Each Company hereby agrees to execute and deliver an
acknowledgment and agreement to, and consents to the execution, delivery and
performance of, the Intercreditor and Subordination Agreement, dated as of April 20,
2006, between CIT and the Lender, and acknowledged and agreed by the Companies, in
substantially the form attached as Exhibit E (the CIT Intercreditor
Agreement). Upon execution and delivery by CIT and the Lender of the CIT
Intercreditor Agreement, the existing LJH Subordination Agreement shall terminate in
all respects.3.5
    
    Ratification of Obligations Under the Loan Documents. Each of the
Companies hereby (a) acknowledges and agrees that, immediately prior to the Assignment
and Acceptance Effective Date, (i) the outstanding principal amount of the Term Loan
A-1 is $8,158,314.57 and the aggregate amount of accrued and unpaid cash interest and
PIK interest in the Term Loan A-1 is $31,979.75, (ii) the outstanding principal amount
of the Term Loan A-2 is $7,138,507.47 and the aggregate amount of accrued and unpaid
cash interest and PIK interest on the Term Loan A-2 is $27,982.20, (iii) the
outstanding principal amount of the Term Loan B is $2,627,508.00 and the aggregate
amount of accrued and unpaid cash interest and PIK interest on the Term Loan B is
$9,496.71 and (iv) the aggregate amount of collateral management fees, legal fees and
expenses, and accrued and unpaid default interest on the Term Loans due and owing by
the Borrowers to Fortress, and paid by the Lender to the Existing Lender pursuant to
the Assignment and Acceptance Agreement, is $319,466.38 (collectively, the
Existing Obligations); (b) acknowledges and agrees that, upon the occurrence
of the Assignment and Acceptance Effective Date, the Lender shall be the Lender under
the Financing Agreement and the other Loan Documents in all respects and for all
purposes and the Existing Obligations and all other Obligations shall be due and
payable to (or required to be reimbursed to) the Lender as provided in the Loan
Documents (as amended, modified and supplemented by the Amendment Documents) without
any offset, deduction, defense or counterclaim; and (c) acknowledges and agrees that,
as of the Assignment and Acceptance Agreement Effective Date, notwithstanding any term
or provision in the Financing Agreement, (i) the outstanding principal amount of the
Term Loan A-1 is $8,190,294.32 and is subject to increase from time to time pursuant to
Section 8.1 of the Financing Agreement, (ii) the outstanding principal amount of the
Term Loan A-2 is $7,166,489.67, and is subject to increase from time to time pursuant
to Section 8.1 of the Financing Agreement, (iii) the outstanding principal amount of
the Term Loan B is $2,956,471.09 and is subject to increase from time to time pursuant
to Sections 8.1 and 13.14 of the Financing Agreement.
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3.6
    
    Ratification of Collateral Documents and Liens. Each Company hereby
(a) acknowledges, confirms, ratifies and reaffirms all of the security interests and
liens created under the Collateral Documents in effect on the date hereof to which it
is a party; (b) represents and warrants and covenants and agrees that all of such
security interests and liens constitute valid, enforceable, perfected, first priority
(subject to the liens and security interests of CIT to the extent such liens and
security interests are senior in priority to the security interests and liens of the
Lender as expressly provided in the CIT Intercreditor Agreement and any Permitted
Encumbrances as expressly set forth in the Financing Agreement) security interests and
liens in and to the Collateral purported to be secured thereby in favor of the Lender,
and that each security interest and lien created by such Company under such Collateral
Documents in favor of Hilco Capital LP, the Original Lender or the Existing Lender
shall immediately upon the Assignment and Acceptance Effective Date be valid,
enforceable, perfected, first priority (subject to the liens and security interests of
CIT to the extent such liens and security interests are senior in priority to the
security interests and liens of the Lender to the security interests and liens of the
Lender as expressly provided in the CIT Intercreditor Agreement and any Permitted
Encumbrances as expressly set forth in the Financing Agreement) security interest and
liens in and to the Collateral in favor of the Lender; and (c) authorizes the Lender to
create (or cause to be created) and file or record (or cause to be filed or recorded),
in each case at such Companys sole cost and expense, any and all UCC-3 amendments,
UCC-3 assignments, and UCC-1 financing statements in any jurisdiction to further
perfect, protect and preserve the security interests and liens created under the
Collateral Documents in favor of the Lender.3.7
    
    Schedules to Financing Agreement. The Parent acknowledges and agrees
that it shall deliver to the Lender, within ten (10) Business Days after the Amendment
Effective Date, updated schedules to the Financing Agreement and such other information
pertaining to the Collateral and the other Loan Documents as the Lender shall
reasonably request.3.8
    
    Limitation on Borrowings Under CIT Financing Agreement. Borrower
agrees that it will not borrow amounts under the CIT Financing Agreement which, when
made, would cause the aggregate principal amount of all outstanding CIT Revolving Loans
at such time to exceed the sum of (i) $6,000,000, plus (ii) the Revolver Balance,
unless (i) the Chief Executive Officer of the Parent has expressly authorized such
borrowing to be made, and (ii) Parent, on behalf of the Borrowers, promptly notifies
Lender that such approved borrowings have occurred. Further, Borrower agrees to provide
Lender with such periodic cash flow reports as are provided to its Board of Directors.
In the event that Borrower violates this provision, it shall not be deemed an Event of
Default. However, Lender shall be entitled to charge the Default Rate of Interest
(rather than the Term Loan C Interest Rate) on the outstanding balance owed by the
Borrowers under the Term Note C until such time as the aggregate principal amount of
all outstanding CIT Revolving Loans is reduced below the sum of (i) $6,000,000, plus
(ii) the Revolver Balance. As used in this Section 3.8, the term Revolver
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Balance Revolver
Balance
 3.9
    
    Waiver of Existing Defaults. Each Company hereby acknowledges and
agrees that one or more Defaults or Events of Default have occurred and are continuing
under the Financing Agreement by virtue of the Companies failure to comply with any of
the provisions of the Financing Agreement through the Amendment Effective Date
(collectively, the Existing Defaults). The Lender hereby waives, effective
as of the Amendment Effective Date, all Existing Defaults. This waiver shall be
effective only for the Defaults and Events of Default occurring or arising on or prior
to the Amendment Effective Date. Nothing in this Amendment shall constitute a waiver
of any other Default or Event of Default occurring or existing under the Loan Documents
after the Amendment Effective Date.
 SECTION 4.
    
    Conditions to Effectiveness. This Amendment shall not become effective, and the
Lender shall have no obligation to make the Term C Loan to the Borrowers, until the date (the
Amendment Effective Date) on which all of the following conditions precedent have
been satisfied or waived by the Lender in writing:
 4.1
    
    The Companies shall have executed and delivered to the Lender this Amendment.4.2
    
    The Lender shall have received each of the following (together with this
Amendment, the Amendment Documents):
 (a)
    
    the New LJH Term Notes, executed by the Borrowers;(b)
    
    the Assignment and Acceptance Agreement, executed by the
Existing Lender, LJH, the Original Lender and Monroe Investments, Inc.;(c)
    
    the Amendment No. 4 to Financing Agreement, dated as of April
20, 2006, executed by the Companies and CIT, as Collateral and Administrative
Agent for the Lenders and as the sole Lender;(d)
    
    the CIT Intercreditor Agreement, executed by CIT and
acknowledged and agreed to by each Company;
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(e)
    
    the LJH-Owl Creek Participation Agreement, in form and
substance satisfactory to the Lender, executed by LJH and Owl Creek Asset
Management;(f)
    
    the Existing Term Notes, together with Allonges in form and
substance satisfactory to the Lender, executed by the Original Lender; and(g)
    
    all Collateral held by or on behalf of the Existing Lender or
the Original Lender (including any certificated equity interests constituting
Collateral) with appropriate endorsements and stock powers executed in blank as
required by the Lender, in each case, except to the extent such Collateral is
held by CIT in accordance with the CIT Intercreditor Agreement.
 4.3
    
    Each of the Companies shall have authorized, executed and delivered (as
applicable) to the Lender any and all such documents (including, without limitation,
UCC financing statement assignments, UCC financing statements and stock powers) and
taken all such other actions (including, without limitation, the filing of such UCC
financing statements and the delivery of stock certificates) as may have been requested
by or on behalf of the Lender, and in the form or manner as may have been so requested,
to perfect the security interests and liens created by the Collateral Documents to
which such Company is a party or by the Loan Documents as amended by this Amendment, in
each case with the priority contemplated by such Collateral Documents or the Loan
Documents as so amended.4.4
    
    The Lender shall have received a copy of the resolutions or consents, in form
and substance satisfactory to the Lender, of the Board of Directors or the General
Partner of each Company (other than the Parent) authorizing the execution, delivery and
performance by such Company of the Amendment Documents to which it is a party and any
borrowings to be made thereunder or under the Financing Agreement, and the creation and
perfection of any security interest and lien, contemplated by this Amendment and the
other Loan Documents (as amended by the applicable Amendment Documents), certified by
the Senior Vice President-Finance (or other authorized officer acceptable to the
Lender), or the General Partner, of such Company, as of the Amendment Effective Date,
which certification states that the resolutions and consents thereby certified have not
been amended, modified, revoked or rescinded as of the date of such certificate.4.5
    
    The Lender shall have received a closing certificate signed by the Senior Vice
President-Finance (or other authorized officer acceptable to the Lender), or the
General Partner, of each Company, dated the Amendment Effective Date, certifying that
(a) the representations and warranties set forth in Section 7.1 of the Financing
Agreement and in this Amendment are true and correct in all material respects on and as
of such date, (b) after giving effect to this Amendment, each Company is on such date
in compliance in all material respects with all of the terms and provisions set forth
in the Financing Agreement and the other Loan
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Documents, and (c) after giving effect to this Amendment, no Default or Event of
Default exists.
 4.6
    
    A certificate of the Secretary or an Assistant Secretary or the Secretary or an
Assistant Secretary of the General Partner of each Company, dated the Amendment
Effective Date, certifying (a) that attached thereto are certificates of existence for
each Company issued by the secretary of state or other appropriate official of the
state of each Companys state of formation, (b) that except as set forth therein there
have been no amendments, modifications, restatements or supplements to or of any
Companys articles of formation or its bylaws, partnership or operating agreement or
other constituent documents, and (c) as to the incumbency and genuineness of the
signature of each officer or general partner of each Company executing this Amendment
and the other Amendment Documents executed in connection herewith.4.7
    
    All corporate, organizational and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions contemplated by
this Amendment, the other Loan Documents, the Amendment Documents and the LJH
Transaction Documents shall be satisfactory in form and substance to the Lender, and
the Lender shall have received such other documents in respect of any aspect or
consequence of the transactions contemplated hereby or thereby as the Lender shall
reasonably request.
 SECTION 5.
    
    Representations and Warranties. To induce the Lender to enter
into this Amendment and the Assignment and Acceptance Agreement
and to make the Term Loan C to the Borrowers, each Company
hereby represents and warrants to the Lender, as of the
Amendment Effective Date, that:
 5.1
    
    Corporate Power; Authorization; Enforceable Obligations.
 (a)
    
    Such Company has the corporate or other organizational power
and authority, and the legal right, to make, deliver the Amendment Documents to
which it is a party and to perform the Loan Documents to which it is a party,
as amended by the Amendment Documents, and has taken all necessary corporate or
other organizational action to authorize the execution, delivery and
performance of such Amendment Documents and the performance of such Loan
Documents, as so amended.(b)
    
    No authorization, consent, approval, license, or exemption
(other than such authorizations, consents, approvals, licenses or exemptions
that (i) exist under applicable law, (ii) are expressly permitted hereunder, or
(iii) have been made, obtained and delivered) of any person or entity, or
notice, filing or other registration with any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign is
required in connection with the execution and delivery of the Amendment
Documents to which such Company is a party or with the
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performance, validity or enforceability of the Loan Documents to which it is
a party, as amended by the Amendment Documents.
 (c)
    
    Each Amendment Document to which such Company is a party has
been duly executed and delivered on behalf of such Company.(d)
    
    Each Amendment Document to which such Company is a party and
each Loan Document to which it is a party, as amended by the Amendment
Documents, constitutes a legal, valid and binding obligation of such Company
enforceable against such Company in accordance with its terms, except as
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting the enforcement of
creditors rights generally, general equitable principles (whether considered
in a proceeding in equity or at law).
 5.2
    
    No Legal Bar. The execution, delivery and performance of the Amendment
Documents to which such Company is a party and the performance of the Loan Documents to
which it is a party, as amended by the Amendment Documents, will not (a) violate the
provisions of, or constitute a default under (i) the charter or bylaws, operating
agreement or partnership agreement (as the case may be) of such Company or (ii) any
applicable law or any applicable regulation, order, writ, injunction or decree of any
Governmental Authority or (iii) any material agreement to which such Company is a party
or by which it is bound or to which it is subject, or (b) result in, or require, the
creation or imposition of any Lien on any of its or their respective properties or
revenues pursuant to any such applicable law, regulation, order, writ, injunction,
decree or agreement.5.3
    
    Loan Documents. The representations and warranties made by each
Company in the Loan Documents to which it is a party are true and correct on and as of
the Amendment Effective Date, before and after giving effect to the effectiveness of
this Amendment, as if made on and as of the Amendment Effective Date.5.4
    
    No Defaults. After giving effect to Section 4 of this Amendment, no
Default or Event of Default shall have occurred and be continuing.
 Miscellaneous
 6.1
    
    Payment of Costs and Expenses. Notwithstanding any term or provision
in the Financing Agreement (as amended by this Amendment), all costs and expenses
incurred by the Lender in connection with the preparation, negotiation, execution,
delivery and performance of the Amendment Documents, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the Lender, shall be
payable by the Parent on the Amendment Effective Date to the Lender.6.2
    
    No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented hereby, the provisions of the Financing Agreement are and
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shall remain in full force and effect. This Amendment, the New LJH Term Notes, each
Mortgage Assignment and Amendment and each IP Security Agreement are and shall be
Loan Documents in all respects and for all purposes.
 6.3
    
    Reaffirmation of Guarantees and Other Obligations. Each Company hereby
acknowledges and consents to the execution and delivery by it and each other Company of
the Amendment Documents and all of the other terms and conditions of, the Loan
Documents (as amended by the Amendment Documents), in all respects and for all
purposes. Without limiting the generality of the immediately preceding sentence, each
Guarantor hereby further acknowledges and agrees that the Term Loan C shall hereinafter
constitute part of the Obligations guaranteed by it pursuant to Section 12 of the
Financing Agreement and ratifies, confirms and reaffirms all of its respective
guarantees under Section 12 of the Financing Agreement.6.4
    
    No Set-Off, Etc. Each Company hereby acknowledges and agrees that
there is no basis nor set of facts on which any amount (or any portion thereof) owed by
such Company under any Loan Document could be reduced, offset, waived, or forgiven, by
rescission or otherwise; nor is there any claim, counterclaim, offset, or defense (or
other right, remedy, or basis having a similar effect) available to such Company with
regard thereto; nor is there any basis on which the terms and conditions of any of the
Obligations could be claimed to be other than as stated on the written instruments
which evidence such Obligations.6.5
    
    Release of Claims. Each Company, by executing this Amendment, hereby
acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims
against the Lender or the Lenders Related Parties (other than any other Company) with
respect to the Obligations, and that if such Company now has, or ever did have, any
offsets, defenses, claims, or counterclaims against the Lender or the Lenders Related
Parties (other than any other Company), whether known or unknown, at law or in equity,
from the beginning of the world through this date and through the time of execution of
this Amendment, all of them are hereby expressly WAIVED, and each Company hereby
irrevocably and unconditionally RELEASESthe Lender and the Lenders Related Parties
(other than any other Company) from any liability thereof.6.6
    
    Further Assurances. Each Company shall, from and after the execution
of this Amendment, execute and deliver to the Lender all additional documents,
instruments, and agreements that the Lender may require in order to create, perfect or
establish the priority of any Liens created under the Collateral Documents and the
Collateral granted therein and to otherwise give effect to the terms and conditions of
this Amendment.6.7
    
    Interpretation. In connection with the interpretation of this
Amendment and all other documents, instruments, and agreements incidental hereto:
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(a)
    
    The captions of this Amendment are for convenience purposes
only, and shall not be used in construing the intent of the Lender and the
Companies under this Amendment.(b)
    
    The Lender and the Companies have prepared this Amendment with
the assistance of their respective counsel. Accordingly, this Amendment shall
be deemed to have been drafted by the Lender and the Companies and shall not be
construed against either the Lender or the Companies.(c)
    
    Any determination that any provision or application of this
Amendment is invalid, illegal, or unenforceable in any respect, or in any
instance, shall not affect the validity, legality, or enforceability of any
such provision in any other instance, or the validity, legality, or
enforceability of any other provision of this Amendment.
 6.8
    
    Additional Acknowledgements. Each Company acknowledges and agrees
that:
 (a)
    
    it has been advised by counsel in the negotiation, execution
and delivery of this Amendment and has reviewed and understands all of the
terms and conditions of this Amendment;(b)
    
    it intends to be bound by the terms and conditions of this
Amendment;(c)
    
    is executing this Amendment freely and voluntarily, without
duress, after consultation with independent counsel of its own selection;(d)
    
    the Lender has no fiduciary relationship with or duty to any
Company arising out of or in connection with this Amendment, and the
relationship between the Lender, on the one hand, and the Companies, on the
other hand, in connection herewith is solely that of debtor and creditor; and(e)
    
    no joint venture is created hereby and or otherwise exists by
virtue of this Amendment.
 6.9
    
    Binding Agreement. This Amendment shall be binding upon the Companies
and the Companies employees, representatives, successors, and assigns, and shall inure
to the benefit of the Lender and the Lenders successors and assigns. This Amendment
and all documents, instruments, and agreements executed in connection herewith
incorporate all of the discussions and negotiations between the Borrowers and the
Lender, either expressed or implied, concerning the matters included herein and in such
other documents, instruments, and agreements, any statue, custom, or usage to the
contrary notwithstanding. No such discussions or negotiations shall limit, modify, or
otherwise affect the provisions hereof. No modification, amendment, or waiver of any
provision of this Amendment, or any provision of any other document, instrument, or
agreement between the Companies and the Lender shall be effective unless executed in
writing by the party to be charged with such modification, amendment, or waiver, and if
such party be the Lender, then by a duly authorized officer thereof.
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6.10
    
    Waiver of Jury Trial. TO THE FULLEST EXTENT PROVIDED BY APPLICABLE
LAW, EACH COMPANY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING ARISING OUT OF THIS AMENDMENT, THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THEREUNDER. EACH COMPANY HEREBY IRREVOCABLY WAIVES PERSONAL
SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED. IN NO EVENT WILL THE LENDER BE LIABLE FOR LOST PROFITS OR
OTHER SPECIAL OR CONSEQUENTIAL DAMAGES.6.11
    
    Counterparts. This Amendment may be executed in separate counterparts,
each of which when so executed and delivered shall be an original, and both of which
together shall constitute one instrument.6.12
    
    Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance with,
the laws of the State of Illinois, without regard to principles of conflict of laws
thereof.
 remainder of page left intentionally blank
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BORROWERS:
AIRCRAFT INTERIOR DESIGN, INC.By:
    /s/
Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance BRICE MANUFACTURING COMPANY, INC.By:
    /s/
Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance TIMCO AVIATION SERVICES, INC.By:
    /s/
Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance TIMCO ENGINE CENTER, INC.By:
    /s/
Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance TIMCO ENGINEERED SYSTEMS, INC.By:
    /s/
Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance Second Amendment to Amended and Restated Financing Agreement  Signature Page
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TRIAD INTERNATIONAL MAINTENANCE
CORPORATIONBy:

/s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVIATION SALES DISTRIBUTION
SERVICES COMPANYBy:

/s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVIATION SALES LEASING COMPANYBy:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVIATION SALES PROPERTY
MANAGEMENT CORP.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVS/CAI, INC.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance Second Amendment to Amended and Restated Financing Agreement  Signature Page
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AVS/M-1, INC.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVS/M-2, INC.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVS/M-3, INC.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance AVSRE, L.P.By:
    Aviation Sales Property Management Corp.,its general partner By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance HYDROSCIENCE, INC.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance Second Amendment to Amended and Restated Financing Agreement  Signature Page
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TMAS/ASI, INC.By:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance WHITEHALL CORPORATIONBy:
    /s/ Kevin CarterName:
    Kevin CarterTitle:
    Senior Vice President-Finance Second Amendment to Amended and Restated Financing Agreement  Signature Page
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LENDER:
LJH, LTD.By:
    DLH Management, L.L.C.,its general partner By:

/s/ Lacy HarberLacy Harber, President Second Amendment to Amended and Restated Financing Agreement  Signature Page
 29