DISTRIBUTION SERVICES AGREEMENT by and among AVIALL, INC., AVIALL SERVICES, INC., GENERAL ELECTRIC COMPANY, and GE ENGINE SERVICES DISTRIBUTION LLC dated as of January 28, 2005Distribution Services Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
THIS DISTRIBUTION SERVICES AGREEMENT (“Agreement”) is entered into as of the 28th day of January, 2005 (the “Closing Date”) by and among Aviall Services, Inc., a corporation organized under the laws of the State of Delaware and having its principal office at 2750 Regent Boulevard, DFW Airport, Texas 75261 (“Service Provider”), Aviall, Inc., a corporation organized under the laws of the State of Delaware and having its principal office at 2750 Regent Boulevard, DFW Airport, Texas 75261 (“Parent,” and together with Service Provider, “Aviall”), General Electric Company, a corporation organized under the laws of the State of New York, United States of America, having offices at One Neumann Way, Mail Drop F125, Cincinnati, Ohio, 45215, and GE Engine Services Distribution LLC, a limited liability company organized under the laws of the State of Delaware, United States of America, having offices at One Neumann Way, Mail Drop F125, Cincinnati, Ohio, 45215 (“GEESD” and, together with General El
PARTS SUPPLY AGREEMENT by and among AVIALL SERVICES, INC., and GENERAL ELECTRIC COMPANY dated as of January 28, 2005Parts Supply Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
THIS PARTS SUPPLY AGREEMENT (this “Agreement”) is entered into effective as of the 28th day of January, 2005, by and between Aviall Services, Inc., a corporation organized under the laws of the State of Delaware and having its principal office at 2750 Regent Boulevard, DFW Airport, Texas 75261 (“Seller”), and General Electric Company, a corporation organized under the laws of the State of New York, United States of America, having offices at One Neumann Way, Mail Drop F125, Cincinnati, Ohio, 45215 (“GE”), on behalf of itself and on behalf of the entities set forth on Exhibit A hereto (each a “Buyer”). Buyer and Seller shall each be referred to herein as a “Party.” Buyer and Seller shall collectively be referred to herein as the “Parties.”
NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENTNon-Employee Director Stock Option Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • Texas
This AGREEMENT (the “Agreement”) is made as of , 20 (the “Date of Grant”) by and between Aviall, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
AVIALL, INC. RESTRICTED SHARES AWARD AGREEMENTRestricted Shares Award Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • Texas
WHEREAS, the Board of Directors of Aviall has adopted and the shareholders of Aviall have approved the Aviall, Inc. 1998 Stock Incentive Plan, as amended (the “Plan”), which provides for the issuance of Restricted Shares to key executive Employees of the Company and its subsidiaries; and
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • Texas
This AGREEMENT (the “Agreement”) is made as of , 20 (the “Date of Grant”) by and between Aviall, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
AVIALL, INC. 1998 DIRECTORS STOCK PLANElection Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies
This Election Agreement is by and between AVIALL, INC. (“Company”), a Delaware corporation, and the undersigned director of the Company (“Director”).
AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
This AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of January 28, 2005 among AVIALL SERVICES, INC., a Delaware corporation (the “Borrower”), AVIALL, INC., a Delaware corporation (“Holdings”), the Lenders and Issuers set forth on the signature pages hereto (collectively, the “Lenders”), CITICORP USA, INC. (“CUSA”), as existing administrative agent for the Lenders and the Issuers (in such capacity, the “Existing Administrative Agent”) and CITICORP NORTH AMERICA, INC. (“CNAI”), as new administrative agent for the Lenders and the Issuers (in such capacity, the “Administrative Agent”), CITIGROUP GLOBAL MARKETS, INC. (“CGMI”), as Joint Lead Arranger, WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as Joint Lead Arranger and Documentation Agent and GENERAL ELECTRIC CAPITAL CORPORATION and WELLS FARGO BANK, as Co-Syndication Agents and Co-Arrangers. Unless otherwise specified herein, all capitalized terms used in this Amendment shal
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 2nd, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • Texas
This AGREEMENT (the “Agreement”) is made as of , 20 (the “Date of Grant”) by and between Aviall, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
