EXHIBIT 10.1 SECOND AMENDMENT This SECOND AMENDMENT dated as of May 4, 2001 (this "Amendment), is made by and among (a) AVIALL, INC, a Delaware corporation (the "Borrower"), (b) FLEET NATIONAL BANK (formerly known as BankBoston, N.A.), a national...Aviall Inc • May 11th, 2001 • Airports, flying fields & airport terminal services
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 11, 2002Credit Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
BY AND AMONGAgreement and Plan of Merger • May 4th, 2006 • Aviall Inc • Wholesale-machinery, equipment & supplies • Delaware
EXHIBIT 4.8 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
RECITALSRights Agreement • March 16th, 2000 • Aviall Inc • Airports, flying fields & airport terminal services • New York
EXHIBIT 10.13 SECOND ADDENDUM TO THE AMENDED AND RESTATED SEVERANCE AGREEMENT This Second Addendum to the Amended and Restated Severance Agreement (this "Addendum") is made and entered into effective as of this 21st day of December, 2001, by and...Severance Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services
Warrant No. -----Aviall Inc • March 28th, 2002 • Airports, flying fields & airport terminal services • New York
ARTICLE 1. AMENDMENT TO THE WARRANTAviall Inc • March 31st, 2003 • Wholesale-machinery, equipment & supplies • New York
INDENTUREAviall Inc • August 13th, 2003 • Wholesale-machinery, equipment & supplies • New York
ADDENDUM TO THE NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services
EXHIBIT 10.2 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 30, 2003Credit Agreement • August 13th, 2003 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
WITNESSETH:Registration Rights Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
FIRST AMENDMENTAviall Inc • April 2nd, 2001 • Airports, flying fields & airport terminal services
EXHIBIT 4.12 AVIALL, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 21, 2001Registration Rights Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
EXHIBIT 10.27 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
ARTICLE 1. AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 2002 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 15th, 2000 • Aviall Inc • Airports, flying fields & airport terminal services • New York
AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2003 • Aviall Inc • Wholesale-machinery, equipment & supplies • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 13th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services
AVIALL, INC.Aviall Inc • August 13th, 2003 • Wholesale-machinery, equipment & supplies • New York
GUARANTYGuaranty • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
EXHIBIT 10.31 LEASE AGREEMENT BETWEEN CROW FAMILY HOLDINGS INDUSTRIAL TEXAS LIMITED PARTNERSHIP,Lease Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services
Premises: That certain building, containing approximately 278,734 rentable square feet of aggregate space with 84,109 square feet of office area (41,969 square feet on the ground level and 42,140 square feet on the mezzanine level) and 194,625 square feet of warehouse area (the "BUILDING") to be constructed as outlined on the site depiction attached to the Lease as EXHIBIT A and the building specifications thereof. The land on which the Building is located (the "Land") is described on EXHIBIT B. The term "Project" shall collectively refer to the Building, the Land and the driveways, parking facilities, loading dock areas, roadways and similar improvements and easements associated with the foregoing and located on the Land. Landlord and Tenant stipulate that the number of rentable square feet in the Premises and in the Building set forth above is conclusive and shall be binding upon them.
EXHIBIT 10.32 STANDSTILL AGREEMENT This STANDSTILL AGREEMENT, dated as of December 21, 2001 (this "AGREEMENT"), is entered into by and among Aviall, Inc., a Delaware corporation (the "COMPANY"), Carlyle Partners III, L.P., a Delaware limited...Standstill Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
RECITALSDistribution Services Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
R E C I T A L SCredit Agreement • March 23rd, 1998 • Aviall Inc • Airports, flying fields & airport terminal services
REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • March 16th, 2000 • Aviall Inc • Airports, flying fields & airport terminal services
AVIALL, INC.Aviall Inc • August 13th, 2003 • Wholesale-machinery, equipment & supplies • New York
GUARANTY (AVIALL PRODUCT REPAIR SERVICES, INC. AND INVENTORY LOCATOR SERVICE, LLC)Aviall Inc • March 31st, 2003 • Wholesale-machinery, equipment & supplies • New York
EXHIBIT 10.22 ADDENDUM TO EMPLOYMENT AGREEMENT This Addendum to the Employment Agreement (this "Addendum") is made and entered into effective as of this 21st day of December, by and between Aviall, Inc., a Delaware corporation (the "Company") and Paul...Employment Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services
EXHIBIT 10.30 PLEDGE AND SECURITY AGREEMENT DATED AS OF DECEMBER 21, 2001Pledge and Security Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • New York
1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 4th, 1996 • Aviall Inc • Airports, flying fields & airport terminal services • Delaware
1 Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), dated as of December 16, 1999, is made and entered into by and between Aviall, Inc., a Delaware corporation (the "Company") and Paul E. Fulchino (the "Executive")....Employment Agreement • March 16th, 2000 • Aviall Inc • Airports, flying fields & airport terminal services • Texas
Jones Day 2727 North Harwood Street Dallas, Texas 75201 April 1, 2003Aviall Inc • April 4th, 2003 • Wholesale-machinery, equipment & supplies
EXHIBIT 4.7 AMENDMENT NO. 3 TO RIGHTS AGREEMENT AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "Amendment") dated as of December 21, 2001 by and between Aviall, Inc., a Delaware corporation (the "Company"), and EquiServe Trust Company, N.A., a national...Rights Agreement • March 28th, 2002 • Aviall Inc • Airports, flying fields & airport terminal services • Delaware
EXHIBIT 10.2 ADDENDUM TO THE AMENDED AND RESTATED SEVERANCE AGREEMENT This Addendum to the Amended and Restated Severance Agreement (this "Addendum") is made and entered into effective as of this 16th day of April, 1999, by and among Aviall, Inc., a...Severance Agreement • May 13th, 1999 • Aviall Inc • Airports, flying fields & airport terminal services
