GUARANTY GUARANTY dated as of December 21 2001 by AVIALL INC Holdings and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 23 Additional Guarantors hereof each a Subsidiary Guarantor and together with Holdings collectively the Guarantors and individually a Guarantor in favor of the Administrative Agent each Lender each Issuer and each other holder of an Obligation as each such term is defined in the Credit Agreement referred to below each a Guarantied Party and collectively the Guarantied Parties WITNESSETH WHEREAS pursuant to the Credit Agreement dated as of December 17 2001 together with all appendices exhibits and schedules thereto and as the same may be amended restated supplemented or otherwise modified from time to time the Credit Agreement capitalized terms defined therein and used herein having the meanings given to them in the Credit Agreement among Aviall Services Inc the Borrower Holdings the Lenders and Issuers party thereto and Citicorp USA Inc as agent for the Lenders and Issuers the Lenders and Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein WHEREAS Holdings is the sole shareholder of the Borrower and each Subsidiary Guarantor is a direct or indirect Subsidiary of the Borrower WHEREAS each Guarantor will receive substantial direct and indirect benefits from the making of the Loans the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrower under the Credit Agreement and WHEREAS a condition precedent to the obligation of the Lenders and the Issuers to make their respective extensions of credit to the Borrower under the Credit Agreement is that the Guarantors shall have executed and delivered this Guaranty for the benefit of the Guarantied Parties NOW THEREFORE in consideration of the premises set forth above the terms and conditions contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged the parties hereto hereby agree as follows SECTION 1 GUARANTY a To induce the Lenders to make the Loans and the Issuers to issue Letters of Credit each Guarantor hereby absolutely unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and punctual payment when due whether at stated maturity or earlier by reason of acceleration mandatory prepayment or otherwise in accordance herewith or any other Loan Document of all the Obligations whether or not from time to time reduced or extinguished or hereafter increased or incurred whether or not recovery may be or hereafter may become barred by any statute of limitations whether or not enforceable as against the Borrower whether now or hereafter existing and whether due or to become due including principal interest including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code whether or PAGE not such interest is an allowed claim in such proceeding fees and costs of collection This Guaranty constitutes a guaranty of payment and not of collection b Each Guarantor further agrees that if i any payment made by Borrower or any other person and applied to the Obligations is at any time annulled avoided set aside rescinded invalidated declared to be fraudulent or preferential or otherwise required to be refunded or repaid or ii the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower its estate trustee receiver or any other party including any Guarantor under any bankruptcy law equitable cause or any other Requirement of Law then to the extent of such payment or repayment any such Guarantor s liability hereunder and any Lien or other Collateral securing such liability shall be and remain in full force and effect as fully as if such payment had never been made If prior to any of the foregoing this Guaranty shall have been cancelled or surrendered and if any Lien or other Collateral securing such Guarantor s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender this Guaranty and such Lien or other Collateral shall be reinstated in full force and effect and such prior cancellation or surrender shall not diminish release discharge impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment or any Lien or other Collateral securing such obligation SECTION 2 LIMITATION OF GUARANTY Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding the maximum aggregate amount of the Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document as it relates to such Subsidiary Guarantor subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law collectively Fraudulent Transfer Laws in each case after giving effect a to all other liabilities of such Subsidiary Guarantor contingent or otherwise that are relevant under such Fraudulent Transfer Laws specifically excluding however any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder and b to the value as assets of such Subsidiary Guarantor as determined under the applicable provisions of such Fraudulent Transfer Laws of any rights to subrogation contribution reimbursement indemnity or similar rights held by such Subsidiary Guarantor pursuant to i applicable Requirements of Law ii Section 3 Contribution of this Guaranty or iii any other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties SECTION 3 CONTRIBUTION To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Obligations exceeding the greater of a the amount of the economic benefit actually received by such Subsidiary
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