AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 18th, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
This AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of November 15, 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 NORTH AMERICA, INC. (“CNAI”), as 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 shall have the meaning ascribed to them in the Credit Agreement (as hereinafter defined).
CONSENT TO MODIFICATION OF INCENTIVE STOCK OPTION AGREEMENTSIncentive Stock Option Agreements • November 18th, 2005 • Aviall Inc • Wholesale-machinery, equipment & supplies
This Consent to Modification of the Incentive Stock Option Agreements (“Consent”) which were executed by and between Aviall, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) as of January 27, 2005 and January 28, 2004 (individually, the “ISO Agreement” and collectively, the “ISO Agreements”), is made by and between the Company and Optionee, to become effective in accordance with the terms specified below.
