Exhibit B
CONVERSION AGREEMENT
This CONVERSION AGREEMENT, dated as of June 12, 2003, is entered
into by and among, Aviall, Inc., a Delaware corporation (the "Company"), Carlyle
Partners III, L.P., a Delaware limited partnership ("CPIII"), CP III
Coinvestment, L.P., a Delaware limited partnership ("Coinvestment"), Carlyle
High Yield Partners, L.P., a Delaware limited partnership ("CHYP"), and
Carlyle-Aviall Partners II, L.P., a Delaware limited partnership
("Carlyle-Aviall" and, together, with CPIII, Coinvestment and CHYP, the
"Investors").
RECITALS
WHEREAS, the Investors, collectively, are the holders of all of the
issued and outstanding shares of Series D Senior Convertible Participating
Preferred Stock, par value $0.01 per share, of the Company (the "Series D
Preferred Stock");
WHEREAS, prior to the execution of this Agreement and as a condition
precedent to the execution and delivery of this Agreement by the Investors,
pursuant to Section 5(m) of the Certificate of Designations the members of the
Board of Directors of the Company have executed a written consent attached as
Annex A hereto causing for the reduction of the conversion price used to
determine the number of shares of common stock, par value $.01 per share, of the
Company (the "Common Stock") into which each share of Series D Preferred Stock
may be converted to the conversion price set forth herein; and
WHEREAS, the Investors desire to convert all of the issued and
outstanding shares of Series D Preferred Stock into an aggregate 11,100,878
shares of Common Stock and the Company wishes to issue such shares of Common
Stock to the Investors upon conversion of such shares of Series D Preferred
Stock.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
SECTION 1. DEFINITIONS
(a) Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:
"Affiliate" means (i) with respect to any Person, any other Person
that directly or indirectly controls or manages, is controlled or managed by, or
is under common control or management with such Person, whether through the
ownership of equity interests, by contract or otherwise; and (ii) with respect
to an individual, in addition to any Person specified in clause (i), the spouse,
any parent or any child of such individual and any trust for the benefit of such
individual's spouse, parent or child.
"Agreement" shall mean this Conversion Agreement, together with all
exhibits and schedules referenced herein.
"Applicable Law" means any statute, law, rule, regulation or published
policy or any judgment, order, writ, injunction or decree of any Governmental
Entity to which a specified Person or property is subject.
"Business Day" means a day other than a Saturday or Sunday or a day on
which commercial banks in the City of New York are authorized or obligated by
law or executive order to close.
"Bylaws" means the Amended and Restated By-laws of the Company as in
effect on the date hereof.
"Carlyle-Aviall" has the meaning set forth in the Preamble.
"Certificate of Designations" means the Amended and Restated Certificate
of Designations of Series D Senior Convertible Participating Preferred Stock of
Aviall, Inc.
"Certificate of Incorporation" means the Certificate of Incorporation of
the Company as amended or restated and as in effect on the date hereof.
"CHYP" has the meaning set forth in the Preamble.
"Claim" has the meaning set forth in Section 5(d) hereof.
"Claim Notice" has the meaning set forth in Section 5(d) hereof.
"Coinvestment" has the meaning set forth in the Preamble.
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" shall have the meaning set forth in the Recitals.
"Company" has the meaning set forth in the Preamble.
"Company Indemnified Parties" has the meaning set forth in Section 5(b)
hereof.
"CPIII" has the meaning set forth in the Preamble.
"Encumbrance" means any claim, lien, pledge, option, charge, easement,
security interest, right-of-way, encumbrance or other rights of third parties,
and, with respect to any securities, any agreements, understandings or
restrictions affecting the voting rights or other incidents of record or
beneficial ownership pertaining to such securities.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
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"Governmental Entity" means any court or tribunal in any jurisdiction
(domestic or foreign) or any governmental or regulatory body, agency,
department, commission, board, bureau, or other authority or instrumentality
(domestic or foreign).
"Indemnified Parties" has the meaning set forth in Section 5(b) hereof.
"Investor Indemnified Parties" has the meaning set forth in Section 5(a)
hereof.
"Investor Rights Agreement" means that certain Investor Rights Agreement,
by and among the Parties hereto, being entered into as of the date hereof
pursuant to Section 2(e) of this Agreement.
"Investors" has the meaning set forth in the Preamble.
"Investor Transaction Expenses" means the out-of-pocket fees and expenses
reasonably incurred by the Investors in connection with the transactions
contemplated hereby, including, but not limited to, fees and expenses of legal
counsel and tax counsel and other expenses incurred in connection with the
preparation of this Agreement.
"Losses" has the meaning set forth in Section 5(a) hereof.
"Person" means any individual, corporation, association, partnership,
joint venture, limited liability company, trust, estate or other entity or
organization.
"Registration Rights Agreement" means the Registration Rights Agreement by
and among the Company, CPIII and Coinvestment, dated as of December 21, 2001.
"Rights Plan" means the Aviall, Inc. Preferred Stock Purchase Rights Plan
between the Company and The First National Bank of Boston, dated as of December
7, 1993, as amended.
"Securities Act" means the Securities Act of 1933, as amended.
"Series D Preferred Stock" has the meaning set forth in the Recitals.
"Standstill Agreement" means the Standstill Agreement dated as of December
21, 2001, by and among the Company, CPIII and Coinvestment.
"Subsidiary" means, with respect to any Person, (a) any corporation of
which at least a majority in interest of the outstanding voting stock (having by
the terms thereof voting power under ordinary circumstances to elect a majority
of the directors of such corporation, irrespective of whether or not at the time
stock of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time,
directly or indirectly, owned or controlled by such Person, by one or more
Subsidiaries of such Person, or by such Person and one or more of its
Subsidiaries, or (b) any corporate or non-corporate entity in which such Person,
one or more Subsidiaries of such Person, or such Person and one or more
Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has an ownership interest and 100% of the revenue of
which is included in the
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consolidated financial reports of such Person consistent with generally accepted
accounting principles.
"Third Party Notice" has the meaning set forth in Section 5(d)
hereof.
SECTION 2. CONVERSION
As a condition precedent to the Investors agreement to execute and deliver
this Agreement and consummate the transactions contemplated hereby, the Company
has taken all actions necessary to reduce the Conversion Price (as defined in
the Certificate of Designations) to $4.62272877 per share. Each of the following
actions are being taken substantially contemporaneously with the execution of
this Agreement and will be deemed to have been taken concurrently at the
consummation of the transactions contemplated hereby (but subsequent to the
reduction of the Conversion Price (as defined in the Certificate of
Designations) referred to in the first sentence of this Section 2):
(a) The Investors are converting all of the issued and outstanding shares
of Series D Preferred Stock held by them into 11,100,878 shares of Common Stock
(together with the Rights (as defined in the Rights Plan) associated therewith),
in the aggregate. The number of shares of Series D Preferred Stock being
converted by each Investor are set forth next to such Investor's name on
Schedule 2(a), and each Investor shall receive the number of shares of Common
Stock set forth beside such Investor's name on Schedule 2(a) attached hereto
(together with the Rights (as defined in the Rights Plan) associated therewith).
(b) Each Investor is delivering to the Company duly endorsed certificates
of all of the outstanding Series D Preferred Stock held by such Investor.
(c) The Company is issuing to each Investor certificates representing the
number of shares of Common Stock set forth beside such Investor's name on
Schedule 2(a) attached hereto.
(d) The Company is filing a Certificate of Elimination of the Certificate
of Designations with the Delaware Secretary of State eliminating the shares of
Series D Preferred Stock received from the Investors pursuant to Section 2(b)
above.
(e) Each of the Investors and the Company are executing and delivering to
each other an Investor Rights Agreement, in a form acceptable to each of them,
setting forth certain terms and conditions with respect to the Investors'
ownership of the Common Stock being issued pursuant hereto. The parties hereto
agree that each of the shares of Common Stock issued pursuant to this Agreement
shall be deemed (i) "Registrable Securities" as defined in, and for the purposes
of, the Registration Rights Agreement and (ii) "Company Shares" as defined in,
and for the purposes of, the Standstill Agreement.
(f) The Investors waive the notice requirements of Section 5(m) of the
Certificate of Designations.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Investors as follows:
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(a) Organization of the Company. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has all requisite corporate power and authority to own, lease,
and operate its properties and to carry on its business as presently being
conducted.
(b) Authorization of Issuance. The Common Stock to be issued to the
Investors by the Company will be duly authorized and validly issued, fully paid
and nonassessable and not subject to, or issued in violation of, any preemptive
or similar rights and assuming the accuracy of the representations and
warranties of the Investors set forth in Section 4(e) hereof, the issuance of
the Common Stock to the Investors will be exempt from the registration
requirements of the Securities Act and applicable state securities laws.
(c) Due Authorization. The Company has all required corporate power and
authority to execute and deliver this Agreement and the Investor Rights
Agreement, perform its obligations hereunder and thereunder, and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by
the Company of this Agreement and the Investor Rights Agreement, and the
consummation by it of the transactions contemplated hereby and thereby, have
been duly authorized by all necessary corporate action of the Company. This
Agreement and the Investor Rights Agreement have been duly executed and
delivered by the Company and constitute valid and legally binding obligations of
the Company, enforceable against the Company in accordance with their terms,
except that such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, and similar laws relating to or
affecting creditors' rights generally, (ii) general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law), and (iii) laws and judicial decisions regarding
indemnification for violations of federal securities laws.
(d) No Conflict. The execution and delivery by the Company of this
Agreement and the Investor Rights Agreement and the performance by it of the
transactions contemplated hereby and thereby do not and will not (i) conflict
with or result in a violation of any provision of the Certificate of
Incorporation or the Bylaws, or the charter, bylaws, or other governing
instruments of any Subsidiary, (ii) conflict with or result in a violation of
any provision of, or constitute (with or without the giving of notice or the
passage of time or both) a default or event of default under, give rise (with or
without the giving of notice or the passage of time or both) to any loss of
material benefit, or of any right of termination, cancellation, or acceleration
under, or require any consent under, any material bond, debenture, note,
mortgage, indenture, lease, agreement, contract or other instrument or
obligation to which the Company or any Subsidiary is a party or any of their
properties may be bound, (iii) result in the creation or imposition of any
Encumbrance upon the properties of the Company or any Subsidiary, or (iv)
violate any Applicable Law binding upon the Company or any Subsidiary or any
rules, regulations or published policies of the New York Stock Exchange.
(e) Consents and Approvals. Except for the filing with the Commission of
(i) a Form 8-K disclosing the transactions contemplated by this Agreement and
the Investor Rights Agreement and (ii) a supplement to the Company's Proxy
Statement for its 2003 Annual Meeting of Stockholders, no consent, approval,
order, authorization of, or declaration, filing, or registration with, any
Governmental Entity or third party is required to be obtained or made by the
Company or any Subsidiary in connection with the execution and delivery by the
Company
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of this Agreement or the Investor Rights Agreement or the consummation of the
transactions contemplated hereby or thereby. The filing with the Commission of
the documents described in subclauses (i) and (ii) in the immediately preceding
sentence are not required to make the transaction contemplated by this Agreement
or the Investor Rights Agreement legally effective under law and the Company's
Certificate of Incorporation or Bylaws.
(f) No Broker. The Company has not employed, and is not subject to the
valid claim of, any broker, finder, consultant or other intermediary in
connection with the transactions contemplated hereby who might be entitled to a
fee or commission from the Company in connection with such transactions.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each Investor hereby represents and warrants to the Company as follows:
(a) Organization of Investor. Such Investor is a limited partnership duly
formed and validly existing and in good standing as a limited partnership under
the laws of its jurisdiction of formation and has full partnership power and
authority to carry on its business as currently being conducted.
(b) Due Authorization. Such Investor has full partnership power and
authority to execute and deliver this Agreement and the Investor Rights
Agreement, perform its obligations hereunder and thereunder, and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by
Investor of this Agreement and the Investor Rights Agreement, and the
consummation by it of the transactions contemplated hereby and thereby, have
been duly authorized by all necessary partnership action of such Investor. This
Agreement and the Investor Rights Agreement have been duly executed and
delivered by such Investor and constitute a valid and legally binding
obligations of such Investor, enforceable against Investor in accordance with
their terms, except that such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting
creditors' rights generally and (ii) general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and (iii) laws and judicial decisions regarding indemnification for violations
of federal securities laws.
(c) No Conflict. The execution and delivery by such Investor of this
Agreement and the Investor Rights Agreement and the performance by it of the
transactions contemplated hereby and thereby do not and will not (i) conflict
with or result in a violation of any provision of the agreement of limited
partnership or other governing agreement of such Investor, (ii) conflict with or
result in a violation of any provision of, or constitute (with or without the
giving of notice or the passage of time or both) a default under, or give rise
(with or without the giving of notice or the passage of time or both) to any
right of termination, cancellation, or acceleration under, any material bond,
debenture, note, mortgage, indenture, lease, agreement, or other instrument or
obligation to which such Investor is a party or by which such Investor or any of
its properties may be bound, (iii) result in the creation or imposition of any
Encumbrance upon the properties of such Investor, or (iv) violate in any
material respect any Applicable Law binding upon such Investor.
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(d) Consents and Approvals. No consent, approval, order or authorization
of, or declaration, filing or registration with, any Government Entity or third
party is required to be obtained or made by Investor in connection with the
execution and delivery by Investor of this Agreement or the Investor Rights
Agreement or the consummation of the transactions contemplated hereby or thereby
other than any filings required under Section 13 of the Exchange Act and Rule
13d-1 under the Exchange Act.
(e) Investment Purpose.
(i) Such Investor has been furnished with all information that it
has requested for the purpose of evaluating the conversion of the Series D
Preferred Stock pursuant hereto, and such Investor has had an opportunity to ask
questions of and receive answers from the Company regarding the Company and its
business, assets, results of operations, financial condition and prospects.
(ii) Such Investor is acquiring the shares of Common Stock solely by
and for its own account, for investment purposes only and not for the purpose of
resale or distribution; and such Investor has no contract, undertaking,
agreement or arrangement with any Person to sell, transfer or pledge to such
Person or anyone else any shares of Common Stock; and such Investor has no
present plans or intentions to enter into any such contract, undertaking or
arrangement.
(iii) Such Investor acknowledges and understands that (A) no
registration statement relating to the Common Stock has been filed with the
Commission under the Securities Act or pursuant to the securities laws of any
state; (B) the Common Stock cannot be sold or transferred without compliance
with the registration provisions of the Securities Act or compliance with
exemptions, if any, available thereunder; (C) the certificates representing the
respective shares of Common Stock will include a legend thereon that refers to
the foregoing; and (D) the Company has no obligation or intention to register
the Common Stock under any federal or state securities act or law, except as
provided in the Registration Rights Agreement.
(iv) Such Investor (A) is an "accredited investor" as defined in
Rule 501 of Regulation D promulgated under the Securities Act; (B) has such
knowledge and experience in financial and business matters in general that it
has the capacity to evaluate the merits and risks of an investment in the Common
Stock and to protect its own interest in connection with an investment in the
Common Stock; (C) has such a financial condition that it has no need for
liquidity with respect to its investment in the Common Stock to satisfy any
existing or contemplated undertaking, obligation or indebtedness; and (D) is
able to bear the economic risk of its investment in the Common Stock for an
indefinite period of time.
(f) No Brokers. Investor has not employed, and is not subject to the valid
claim of, any broker, finder, consultant or other intermediary in connection
with the transactions contemplated by this Agreement who might be entitled to a
fee or commission in connection with such transactions.
(g) Ownership. Such Investor owns all of the outstanding shares of Series
D Preferred Stock issued by the Company to such Investor since December 17,
2001. The outstanding shares
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of Series D Preferred Stock owned by such Investor are owned of record and
beneficially by such Investor free and clear of all Encumbrances.
SECTION 5. INDEMNIFICATION
(a) Indemnification by the Company. The Company shall indemnify and hold
harmless each of the Investors and their respective Affiliates, directors,
officers, advisors, agents and employees (the "Investor Indemnified Parties")
from and against any and all demands, losses, damages, penalties, claims,
liabilities, obligations, actions, causes of action, and expenses (including
without limitation, costs of investigating, preparing or defending any such
claim or action and reasonable legal fees and expenses) (collectively,
"Losses"), arising by reason of or resulting from any material breach of any
warranty, representation, covenant or agreement of the Company contained in this
Agreement or in any certificate delivered pursuant hereto.
(b) Indemnification by the Investors. Each Investor shall indemnify and
hold harmless the Company and its Affiliates, directors, officers, advisors,
agents and employees (the "Company Indemnified Parties" and, together with the
Investor Indemnified Parties, the "Indemnified Parties") from and against any
and all Losses arising by reason of or resulting from any material breach of any
warranty, representation, covenant or agreement of such Investor contained in
this Agreement or in any certificate delivered pursuant thereto.
(c) Losses. The term "Losses" as used in this Section is not limited to
matters asserted by third parties, but includes Losses incurred or sustained by
an Indemnified Party in the absence of third party claims. Payments by an
Indemnified Party of amounts for which such Indemnified Party is indemnified
hereunder shall not necessarily be a condition precedent to recovery.
(d) Defense of Claims. If a claim for Losses (a "Claim") is to be made by
an Indemnified Party, such Indemnified Party shall give written notice (a "Claim
Notice") to the indemnifying party as soon as practicable after such Indemnified
Party becomes aware of any fact, condition or event which may give rise to
Losses for which indemnification may be sought under this Section 5. If any
lawsuit or enforcement action is filed against any Indemnified Party hereunder,
notice thereof (a "Third Party Notice") shall be given to the indemnifying party
as promptly as practicable (and in any event within fifteen (15) calendar days
after the service of the citation or summons). The failure of any indemnified
party to give timely notice hereunder shall not affect rights to indemnification
hereunder, except to the extent that the indemnifying party demonstrates actual
damage caused by such failure. After receipt of a Third Party Notice, if the
indemnifying party shall acknowledge in writing to the indemnified party that
the indemnifying party shall be obligated under the terms of its indemnity
hereunder in connection with such lawsuit or action, then the indemnifying party
shall be entitled, if it so elects, (i) to take control of the defense and
investigation of such lawsuit or action, (ii) to employ and engage attorneys of
its own choice to handle and defend the same, at the indemnifying party's cost,
risk and expense unless the named parties to such action or proceeding include
both the indemnifying party and the indemnified party and the indemnified party
has been advised in writing by counsel that there may be one or more legal
defenses available to such indemnified party that are different from or
additional to those available to the indemnifying party, and (iii) to compromise
or settle such claim, which compromise or settlement shall be made only with the
written consent of the Indemnified Party. The Indemnified Party shall cooperate
in all reasonable respects with the
8
indemnifying party and such attorneys in the investigation, trial and defense of
such lawsuit or action and any appeal arising therefrom; and the Indemnified
Party may, at its own cost, participate in the investigation, trial and defense
of such lawsuit or action and any appeal arising therefrom and appoint its own
counsel therefor, at its own cost. The parties shall also cooperate with each
other in any notifications to insurers. If the indemnifying party fails to
assume the defense of such claim within fifteen (15) calendar days after receipt
of the Third Party Notice, the Indemnified Party against which such claim has
been asserted will (upon delivering notice to such effect to the indemnifying
party) have the right to undertake the defense, compromise or settlement of such
claim and the indemnifying party shall have the right to participate therein at
its own cost. In the event the Indemnified Party assumes the defense of the
claim, the Indemnified Party will keep the indemnifying party reasonably
informed of the progress of any such defense, compromise or settlement.
SECTION 6. MISCELLANEOUS
(a) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York regardless of the laws that
might otherwise govern under applicable principles of conflict of laws thereof.
(b) Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
(c) Severability. In case any provision of the Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
(d) Amendment and Waiver. This Agreement may be amended or modified only
upon the written consent of the Company and the Investors.
(e) Attorneys' Fees. In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all
reasonable fees, costs and expenses of appeals.
(f) Section Headings. The titles of the sections and subsections of the
Agreement are for convenience of reference only and are not to be considered in
construing this Agreement.
(g) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
(h) Expenses. The Company shall be responsible for the payment of all
expenses reasonably incurred by the Company and the Investors in connection with
the transactions contemplated hereby. On the date hereof, the Company shall
reimburse the Investors for the Investor Transaction Expenses by wire transfer
of immediately available funds to an account designated by the Investors in the
amount of the Investor Transaction Expenses.
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(i) Notices. Unless otherwise provided herein, any notice, request,
instruction or other document to be given hereunder by any party to the other
shall be in writing and delivered by hand-delivery, registered first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery, as follows:
If to the Company:
Aviall, Inc.
0000 Xxxxxx Xxxx
XXX Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxx
With copies to:
Aviall, Inc.
0000 Xxxxxx Xxxx
XXX Xxxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxxxxxx
and
Xxxxxx and Xxxxx, LLP
000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx
If to any Investor:
c/o The Carlyle Group
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxx 000 Xxxxx
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxx X. Xxxx
Xxxxx X. Xxxxx
With a copy to:
Xxxxxx & Xxxxxxx
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000 Xxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attn: Xxxxxx X. Xxxxxx
or to such other place and with such other copies as either party may designate
as to itself by written notice to the other. All such notices, requests,
instructions or other documents shall be deemed to have been duly given; at the
time delivered by hand, if personally delivered; four Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged by addressee, if by telecopier transmission;
and on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the date first above written.
AVIALL, INC.
By:
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
CARLYLE PARTNERS III, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
CP III COINVESTMENT, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
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CARLYLE HIGH YIELD PARTNERS, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
CARLYLE-AVIALL PARTNERS II, L.P.
By: TC Group III, L.P., its General Partner
By: TC Group III, L.L.C., its General Partner
By: TC Group, L.L.C., its Managing Member
By: TCG Holdings, L.L.C., its Managing Member
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
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SCHEDULE 2(A)
Shares of Common Stock
----------------------
CPIII 9,499,027
Coinvestment 801,146
CHYP 554,504
Carlyle-Aviall 246,201
