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Amended And Restated Pledge Agreement

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Exhibit 10


EXECUTION COPY


AMENDED AND RESTATED PLEDGE AGREEMENT


AMENDED AND RESTATED PLEDGE AGREEMENT dated as of March 12, 1998 between JAPAN FLEET SERVICE (DELAWARE), INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Pledgor"); and THE MITSUBISHI TRUST AND BANKING CORPORATION, SINGAPORE BRANCH, as agent for the lenders or other financial institutions or entities party, as lenders, to the Loan Agreement referred to below (in such capacity, together with its successors in such capacity, the "Agent").


JT Airpartners Leasing (Singapore) Pte. Ltd., a corporation duly organized under the laws of the Republic of Singapore (the "Borrower"), certain lenders (the "Lenders") and the Agent are parties to an Amended and Restated Loan Agreement dated as of August 25, 1997 (as amended, modified, supplemented and in effect from time to time, the "Loan Agreement").


The Pledgor and the Borrower are Affiliates and as members of an integrated group of companies, the Pledgor and its stockholders benefit from the Loan Agreement.


J/T Aviation Partners, a Delaware limited partnership of which the Pledgor is a 50% partner (the "Partnership"), and the Agent are parties to a Pledge Agreement dated as of March 31, 1997 (the "Existing Pledge Agreement") pursuant to which the Partnership pledged 750,500 shares of Issuer (the "Original Pledged Stock") in favor of the Agent as collateral for the Borrower's obligations under the Loan Agreement and the Agent thereby acquired a first priority lien on the Original Pledged Stock.


The Partnership plans to distribute the Original Pledged Stock to the Pledgor, whereupon the Pledged Stock referred to herein representing the same 750,500 shares of Issuer shall be issued in the name of the Pledgor in exchange for the Original Pledged Stock.


Pursuant to the terms of the Existing Pledge Agreement, all shares received in exchange for the Original Pledged Stock remain subject to a first priority lien in favor of the Agent, and the Partnership is in any event prohibited from transferring the Original Pledged Stock.


The Pledgor is willing to pledge the Pledged Stock in exchange for the Original Pledged Stock, and in connection therewith, has requested that the Agent amend and restate the Existing Pledge Agreement, among other things, so that the Pledgor will assume the obligations of the Partnership as pledgor thereunder, and the Agent is willing to amend and restate the Existing Pledge Agreement on such terms and conditions.


Accordingly, the parties hereto agree that the provisions of the Existing Pledge


Agreement are hereby amended and restated as follows:


Section 1. Definitions. Unless otherwise defined in this Agreement, terms with initial capitalization used herein have the meanings given them in the Loan Agreement. In addition, as used herein:


"Collateral" shall have the meaning ascribed thereto in Section 3 hereof.


"Collateral Account" shall have the meaning ascribed thereto in Section 4.1 hereof.


"Issuer" shall mean Aviation Sales Company, a Delaware corporation.


"Permitted Investments" shall mean:


direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States
of America (or by any agency thereof to the extent such obligations are
backed by the full faith and credit of the United States of America),
in each case maturing within one year from the date of acquisition
thereof;


investments in commercial paper maturing within 270 days the
date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from Standard & Poor's or from
Moody's Investors Service, Inc.;


investments in certificates of deposit, banker's acceptances
and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any
commercial bank organized under the laws of the United States of
America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $250,000,000; and


U.S. Dollar-denominated overnight time deposits held by the
bank with which the Collateral Account is established in accordance
with such bank's normal practices.


"Pledged Stock" shall have the meaning ascribed thereto in
Section 3(a) hereof.


"Secured Obligations" shall mean, collectively, (a) the Guaranteed Obligations (as defined in the Guaranty), including (for the avoidance of doubt), without limitation, all the Obligations (as defined by the Reimbursement Guaranty) and (b) all obligations of the Pledgor to the Lenders and the Agent hereunder.


"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.


Section 2. Representations and Warranties. The Pledgor represents and warrants to the Lenders and the Agent that:


(a) The Pledgor is the sole legal and beneficial owner of the
Collateral and no Lien exists or will exist upon the Collateral at any
time (and no warrants, options or other rights to acquire the same
exist in favor of any other Person and no voting trusts, proxies or
other commitments, understandings or arrangements exist with respect to
the Collateral (including without limitation the ability to vote,
transfer, or receive dividends in respect of, the Pledged Stock)),
except for the pledge and security interest in favor of the Agent for
the benefit of the Lenders created or provided for herein, which pledge
and security interest constitute a first priority perfected pledge and
security interest in and to all of the Collateral.


(b) The Pledged Stock represented by the certificate
identified in Annex 1 hereto is, and all other Pledged Stock in which
the Pledgor shall hereafter pledge and grant a security interest
pursuant to Section 3 hereof will be, duly authorized, validly
existing, fully paid and non-assessable and none of such Pledged Stock
is or will be subject to any contractual restriction, or any
restriction under the charter or by-laws of the Issuer of such Pledged
Stock, upon the transfer of such Pledged Stock (except for any such
restriction contained herein), and the grant of the pledge hereby and
the transfer of the shares contemplated hereby will not cause to be
operative, or result in a distribution date, triggering event or
business combination under, any "poison pill" in the charter or the
by-laws of the Issuer, including, without limitation, any "flip-in
poison pill", "flip-over poison pill" or any provision that would give
any stockholder of the Issuer the right to have such stockholder's
shares of the Issuer redeemed.


(c) On the date of execution hereof, the Pledged Stock
represented by the certificate identified in Annex 1 hereto constitutes
approximately 8.76 percent of the issued and outstanding shares of
capital stock of the Issuer (whether or not registered in the name of
the Pledgor) and said Annex 1 correctly identifies, as at the date
hereof, the Issuer of such Pledged Stock, the class and par value of
the shares comprising such Pledged Stock and the number of shares (and
registered owner thereof) represented by such certificate. There is
only one class of shares of the Issuer.


(d) The Pledgor is a corporation duly organized and validly
existing under the laws of the State of Delaware and has the requisite
power and authority to carry on its business as now conducted, to own
or hold under lease its properties and to execute and deliver, and
perform its obligations under, this Agreement.


(e) The pledge and the grant of the security interest
contemplated hereby are within the Pledgor's powers and have been duly
authorized by


all necessary corporate action. This Agreement has been duly executed
and delivered by the Pledgor and constitutes a legal, valid and binding
obligation of the Pledgor, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.


(f) The pledge and the grant of the security interest
contemplated hereby (a) do not require any consent or approval of,
registration or filing with, or any other action by, any United States
Federal or state (or any subdivision thereof) or non-United States
governmental authority or agency, except such as have been obtained or
made and are in full force and effect and the filing of any Uniform
Commercial Code financing statements required hereby, (b) will not
violate any applicable law or regulation or any order, judgment or
decree of any court, agency or arbitral body, or the charter, by-laws
or other organizational documents of the Pledgor or the Issuer, (c)
will not violate or result in a default under any indenture, agreement
or other instrument binding upon the Pledgor or the Issuer or their
respective assets, or give rise to a right thereunder to require any
payment to be made by the Pledgor or the Issuer and (d) will not result
in the creation or imposition of any Lien on any asset of the Pledgor
or the Issuer (other than the Lien contemplated hereby).


(g) The Pledgor is in compliance with all laws, regulations
and orders of each United States Federal, state (and any subdivision
thereof) and non-United States governmental authority or agency
applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the
failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a material adverse effect on the
Pledgor's business or its ability to perform its obligations hereunder.


(h) The Pledgor maintains its books and records with respect
to the Collateral at the office and maintains its principal place of
business at the address indicated beneath the signature of the Pledgor
hereto.


(i) The Pledged Stock does not represent more than 15 percent
of the issued and outstanding shares of the Issuer.


(j) There are no pending or, to the knowledge of the Pledgor
or any Partner, threatened actions or proceedings against the Pledgor
or such Partner with any court or administrative agency which,
individually or in the aggregate, if determined adversely to the
Pledgor, would materially adversely affect the business of the Pledgor
or such Partner or its ability to perform its obligations under this
Agreement or would affect the legality, validity or enforceability of
its obligations under this Agreement.


(k) The Pledgor has determined that the distribution of the
Original Pledged Stock and this Agreement are in the best interests of
its creditors, and represents a practicable course of action to improve
the financial position of the Pledgor without impairing the rights and
interests of such creditors.


(l) Neither the distribution of the Original Pledged Stock nor
this Agreement is made with any intent to hinder, delay, or defraud any
entity to which the Pledgor or the Partnership is or will become
indebted to on or after the date of this Agreement. The Pledgor is not
insolvent at the time of, or as a result of this Agreement. The Pledgor
is not engaged in business or a transaction, or about to engage in
business or a transaction, for which the assets remaining with it after
this Agreement will be an unreasonably small amount of capital. The
Pledgor does not intend to incur, or believe that it will incur, debts
beyond its ability to pay as such debts mature. This Agreement is not
entered into with any intent to evade any applicable law or public
policy.


(m) The Partnership determined at the date of the Existing
Pledge Agreement that the Existing Pledge Agreement was in the best
interest of its creditors, and represented a practicable course of
action to improve the financial position of the Partnership without
impairing the rights and interests of such creditors.


(n) The pledge contemplated by the Existing Pledge Agreement
was not made with any intent to hinder, delay, or defraud any entity to
which the Partnership was or was to become indebted to on or after the
date of the Existing Pledge Agreement. The Partnership was not
insolvent at the time of, or as a result of, the Existing Pledge
Agreement. The Partnership was not engaged in business or a transaction
for which the assets remaining with it after the Existing Pledge
Agreement would have been an unreasonably small amount of capital. At
the date of the Existing Pledge Agreement, the Partnership did not
intend to incur, or believe that it would incur, debts beyond its
ability to pay as such debts mature. The Existing Pledge Agreement was
not entered into with any intent to evade any applicable law or public
policy.


Section 3. Collateral. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Agent, for the benefit of the Lenders as hereinafter provided, a security interest in all of the Pledgor's right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to herein as "Collateral"):


(a) the shares of common stock of the Issuer represented by
the certificate identified in Annex 1 hereto (the "Pledged Stock");


(b) all shares, securities, moneys or property representing a
dividend on any of the Pledged Stock, or representing a distribution or
return of capital upon or in respect of the Pledged Stock, or resulting
from a split-up, revision, reclassification or other like change of the


Pledged Stock or otherwise received in exchange therefor, and any
subscription warrants, rights or options issued to the holders of, or
otherwise in respect of, the Pledged Stock;


(c) in the event of any consolidation or merger in which the
Issuer is not the surviving corporation, (i) all shares (A) of each
class of the capital stock of the successor corporation formed by or
resulting from such consolidation or merger and (B) received in
consideration of, or in exchange for, the Pledged Stock and (ii) all
other consideration (including, without limitation, all personal
property, tangible or intangible) received in exchange for the Pledged
Stock;


(d) the balance from time to time in the Collateral Account
representing Collateral described in the other clauses of this Section
3; and


(e) all other tangible and intangible personal property of the
Pledgor relating to the Pledged Stock, including, without limitation,
all proceeds, profits, income, benefits, substitutions and replacements
of and to any of the property of the Pledgor described in the preceding
clauses of this Section 3 (including, without limitation, any proceeds
of insurance thereon and all causes of act
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