TIMCO AVIATION SERVICES INC
INTERCREDITOR AGREEMENT, DATED 7/12/2002
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>18
<FILENAME>dex1015.txt
<DESCRIPTION>INTERCREDITOR AGREEMENT, DATED 7/12/2002
<TEXT>
<PAGE>

                                                                   Exhibit 10.15

                                    AGREEMENT

                  This Agreement (this "Agreement") dated as of July 12, 2002 is
entered into among BENITO QUEVEDO AND MARTHA QUEVEDO, HIS WIFE (collectively,
"Quevedo"), JAMES INVESTMENTS, INC., a Texas corporation ("JII"), LJH, LTD., a
Texas limited partnership ("LJH"), and DON A. SANDERS ("Sanders" and,
collectively with Quevedo, JII and LJH, the "Credit Support Parties").

                                    RECITALS:

                  WHEREAS, certain subsidiaries (the "Co-Borrowers") of TIMCO
Aviation Services, Inc. ("TMAS") are parties to that certain Replacement Term
Note (the "Bank of America Note") in the original principal amount of
$13,000,000 (with a current outstanding balance of $10,000,000) in favor of Bank
of America, N.A. ("BofA"); and

                  WHEREAS, TMAS and certain other of its subsidiaries (the "TMAS
Guarantors" and, collectively with the Co-Borrowers, the "Grantors") have
guaranteed all of the obligations of the Co-Borrowers under the Bank of America
Note (the "TMAS Guarantees"); and

                  WHEREAS, as further security for the Bank of America Note, the
Credit Support Parties have entered into those certain Limited Guarantees
identified on Exhibit A attached hereto and made a part hereof (the "Credit
Support Guarantees"); and

                  WHEREAS, the Co-Borrowers intend to restructure and reduce the
principal amount outstanding under the Bank of America Note (the "BofA Note
Restructuring") pursuant to the terms of (i) that certain Replacement Term Loan
Note in the principal amount of $5,000,000 of even date herewith from the
Co-Borrowers in favor of BofA (the "$5MM Note"), and (ii) that certain
Replacement Term Loan Note in the principal amount of $2,500,000 of even date
herewith from the Co-Borrowers in favor of BofA (the "$2.5MM Note" and,
collectively with the $5MM Note, the "Bank of America Restructured Notes"); and

                  WHEREAS, the $5MM Note will be secured by, inter alia, a
$2,500,000 letter of credit posted by Sanders in favor of Bank of America and a
$2,500,000 block on a line of credit of LJH established by Bank of America
(collectively, the "$5MM Note Credit Support"); and

                  WHEREAS, the $2.5MM Note will be secured by, inter alia, a
$2,500,000 letter of credit posted by JII in favor of Bank of America (the
"$2.5MM Note Credit Support"); and

                  WHEREAS, in furtherance of the BofA Restructuring, Quevedo has
agreed to make a principal payment to Bank of America in the amount of
$2,500,000 (the "Principal Reduction Payment") in exchange for (i) the transfer
to Quevedo or his designee by Aviation Sales Distribution Services Company of
certain real property located in Pearland, Texas valued at approximately
$1,500,000, and (ii) the issuance by the Co-Borrowers of that certain Term

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Loan Note of even date herewith in the original principal amount of $1,000,000
payable to the order of Quevedo and his wife, Martha Quevedo (the "Quevedo Note"
and, collectively with the $5MM Note Credit Support and the $2.5MM Note Credit
Support, the "Credit Support Documents"); and

                  WHEREAS, as a condition precedent to (i) JII's, LJH's and
Sanders' agreement to post the $5MM Credit Support and the $2.5MM Credit
Support, and (ii) Quevedo's agreement to make the Principal Reduction Payment,
the Credit Support Parties have required the Grantors to grant the Credit
Support Parties a third priority lien interest in and to all of the assets of
the Grantors described as "Collateral" (the "Credit Support Collateral") in that
certain Security Agreement of even date herewith from the Grantors in favor of
the Credit Support Parties (the "Security Agreement"); and

                  WHEREAS, the liens in favor of the Credit Support Parties on
the Credit Support Collateral arising under the Security Agreement are
subordinate to those granted to (i) Citicorp USA, Inc., as Agent, pursuant to
the documents securing the obligations arising under that certain Fifth Amended
and Restated Credit Agreement of even date herewith among TMAS, certain
subsidiaries of TMAS, as borrowers, the institutions from time to time parties
thereto as lenders, the institutions from time to time parties thereto, as
issuing banks, and Citicorp USA, Inc., as Agent, and (ii) BofA pursuant to that
certain Second Collateral Documents Amendment dated as of February 14, 2001, as
amended and reaffirmed through the date hereof, securing the obligations of the
Grantors to BofA arising under the Bank of America Note.

                  WHEREAS, the Credit Support Parties desire to memorialize
their respective interests in, and priorities with respect to, the Credit
Support Collateral, all as more particularly set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby conclusively acknowledged, the parties hereto hereby agree as follows:

               1. Recitals. The foregoing recitals are true and correct and are
incorporated by reference herein.

               2. Priority of Liens.

                  a. Pari Passu. Each of the Credit Support Parties acknowledges
                  and agrees that the priority of their respective liens in the
                  Credit Support Collateral arising under the Security Agreement
                  and any liens in the Credit Support Collateral arising on any
                  other basis, including by subrogation or by assignment, shall
                  be pari passu to the priority of the liens granted to the
                  other Credit Support Parties pursuant thereto.

                  b. Proceeds Held in Trust. Except as provided in Section 5
                  below, to the extent that any of the Credit Support Parties
                  receives any Credit Support Collateral or any proceeds
                  therefrom as a result of an exercise of its rights as a
                  secured party under the Security Agreement or otherwise, such
                  Credit Support

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                  Party shall hold such Credit Support Collateral and/or the
                  proceeds therefrom in trust for the benefit of all of the
                  Credit Parties, and each of the Credit Support Parties shall
                  be entitled to receive an amount equal to the lesser of (i)
                  the total amount of exposure and/or liability of such Credit
                  Support Party under its corresponding Credit Support Document,
                  and (ii) 25% of any net proceeds derived therefrom.

               3. Intercreditor Agreement. Notwithstanding anything in this
Agreement or in the Security Agreement to the contrary, each of the Credit
Support Parties acknowledges and agrees that all of their respective rights and
remedies in and to the Credit Support Collateral shall be subject in all
respects to that certain Intercreditor Agreement of even date herewith between
the Credit Support Parties, the Agent, Citicorp USA, Inc., and Bank of America
(the "Intercreditor Agreement"), and none of the Credit Support Parties shall
take any actions against the Credit Support Collateral or any part thereof in
contravention of the terms of the Intercreditor Agreement.

               4. Extinguishment of Credit Support. If, at any time and from
time to time, (i) Bank of America indefeasibly releases or otherwise terminates
the responsibilities and liabilities of (a) Sanders and/or LJH under the terms
of the $5MM Note Credit Support, or (b) Alpert under the terms of the $2.5MM
Note Credit Support, or (ii) the Co-Borrowers indefeasibly pay to Quevedo any
and all amounts due and owing under the Quevedo Note (each, a "Released Credit
Support Party"), then the rights and remedies of such Released Credit Support
Party under this Agreement and under the Security Agreement shall automatically
terminate and be of no further force or effect and any and all claims (of
subrogation or otherwise) of the remaining Credit Support Parties against any of
the Released Credit Support Parties shall also terminate and be of no further
force or effect.

               5. Sale of Aerocell. Notwithstanding anything in this Agreement
to the contrary, the Credit Support Parties acknowledge and agree that each of
JII and Quevedo shall be entitled to receive certain proceeds from the sale of
the assets and/or capital stock of Aerocell Structures, Inc., an Arkansas
corporation (the "Aerocell Payments"), in full and final satisfaction of their
obligations under their respective Credit Support Documents. Each of the Credit
Support Parties covenant and agree not to seek to challenge or overturn any
Aerocell Payments in favor of JII and/or Quevedo, respectively, and each hereby
irrevocably waives and releases, to the fullest extent allowed by law, any and
all rights that they may now have or in the future acquire to challenge or
overturn any such Aerocell Payments.

               6. Waiver of Subrogation. Except as expressly set forth in this
Agreement, each of the Credit Support Parties hereby waives and releases, to the
fullest extent allowed by law, any and all rights of recovery, claim, action, or
cause of action, against any other Credit Support Party, their respective
agents, employees, officers, partners, servants or shareholders, based upon any
rights of subrogation, whether express or implied, arising out of such Credit
Support Party's performance under their respective Credit Support Documents.

               7. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall

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constitute but one and the same instrument. Delivery of an executed counterpart
of this Agreement by facsimile shall be effective as delivery of a manually
executed counterpart of this Agreement.

               8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

               9. Headings. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

               10. Inconsistencies. This Agreement supercedes any and all other
agreements between the Credit Support Parties with respect to the treatment and
relative priorities in and to the Credit Support Collateral. This Agreement, the
Security Agreement and the Intercreditor Agreement shall be construed to the
extent reasonable to be consistent one with the other, but to the extent that
the terms and conditions of the Intercreditor Agreement are actually
inconsistent with the terms and conditions of this Agreement or of the Security
Agreement, the Intercreditor Agreement shall govern.

               11. WAIVER OF JURY TRIAL. EACH OF THE CREDIT SUPPORT PARTIES
HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY
OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH OR RELATED
HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR TO ANY LOAN DOCUMENT.

                           {Signature Page to Follow}

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the date first above written.

JAMES INVESTMENTS, INC., a
Texas corporation

By /s/ Robert Alpert
  ---------------------------
Name: Robert Alpert
     ------------------------
Title: President
      -----------------------



LJH, LTD.,  a Texas limited partnership

By:      DLH Management LLC, its
         general partner

         By /s/ Lacy J. Harber
           -----------------------------
         Name: Lacy J. Harber
              --------------------------
         Title: President
               -------------------------




/s/ Benito Quevedo
-------------------------------------
Benito Quevedo, Individually



/s/ Martha Quevedo
-------------------------------------
Martha Quevedo, Individually



/s/ Don A. Sanders
-------------------------------------
Don A. Sanders, Individually

<PAGE>

                                    EXHIBIT A

                                       to

                                    Agreement
                            dated as of July 12, 2002

                            Credit Support Guarantees

          1. That certain Limited Guaranty dated as of February 14, 2001 from
Benito Quevedo in favor of Bank of America, N.A., as amended and/or reaffirmed
through the date hereof.

          2. That certain Limited Guaranty dated as of February 14, 2001 from
James Investments, Inc. in favor of Bank of America, N.A., as amended and/or
reaffirmed through the date hereof.

          3. That certain Limited Guaranty dated as of February 14, 2001 from
Don A. Sanders in favor of Bank of America, N.A., as amended and/or reaffirmed
through the date hereof.

          4. That certain Limited Guaranty dated as of February 14, 2001 from
LJH, Ltd. in favor of Bank of America, N.A., as amended and/or reaffirmed
through the date hereof.

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</DOCUMENT>
