EXHIBIT 16
----------
XXXXX ACQUISITION PARTNERS
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement") of Xxxxx Acquisition
Partners (the "Partnership") is made as of December 29, 1999, by and between
Xxxxx Acquisition Group, L.P., a Delaware limited partnership and Xxxxxx
Capital, L.L.C., a Delaware limited liability company (together, the
"Partners").
R E C I T A L S
---------------
WHEREAS, the Partners are all of the partners of the Partnership; and
WHEREAS, the Partners believe that it is in their best interests to
terminate and dissolve the Partnership so that each of them will be free to
pursue its own investment, tax and other objectives and purposes with respect to
their respective investments in the securities of Aviall, Inc., a Delaware
corporation.
NOW THEREFORE, in consideration of the mutual covenants set forth in
this Agreement, the parties hereto hereby agree terminate and dissolve the
Partnership upon the following terms and conditions and in accordance with the
terms of the General Partnership Agreement, dated as of October 20, 1998,
between the Partners (the "Partnership Agreement"), that formed the Partnership.
A G R E E M E N T
-----------------
SECTION 1 NOTICE. The parties hereto agree that this Agreement shall
serve as the written notice referred to in Section 9.1(d) of the Partnership
Agreement that shall cause a dissolution of the Partnership.
SECTION 2 DISSOLUTION. The termination and dissolution of the
Partnership shall occur as of the close of business on December 29, 1999.
SECTION 3 PARTNERSHIP AGREEMENT GOVERNS. The terms and conditions of
the Partnership Agreement, including, without limitation, such terms as may
govern the dissolution and winding up of the Partnership, shall be unchanged
except as provided in this Agreement.
NY2:\861590\01
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
XXXXX ACQUISITION GROUP, X.X. XXXXXX CAPITAL, L.L.C.
By: XXXXXXX CAPITAL GROUP, By: XXXXXX FAMILY PARTNERSHIP -
a Texas Corporation, its general NEVADA, L.P., its Managing
partner Member
By: XXXXXX GENERAL PARTNER
(Nevada), INC., its general
partner
By /s/ Xxxxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------- ----------------------------
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, Xx.
President Vice President
2
