6,000,000 Shares WESCO AIRCRAFT HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2013 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
AGREEMENT AND PLAN OF MERGER by and among WOLVERINE INTERMEDIATE HOLDING II CORPORATION , WOLVERINE MERGER CORPORATION and WESCO AIRCRAFT HOLDINGS, INC. Dated as of August 8, 2019Agreement and Plan of Merger • August 9th, 2019 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2019 (this “Agreement”), is made by and among Wolverine Intermediate Holding II Corporation, a Delaware corporation (“Parent”), Wolverine Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE — NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Wesco Aircraft Holdings, Inc • May 13th, 2011 • Wholesale-hardware
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • September 18th, 2017 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • California
This Executive Severance Agreement (“Agreement”) is made effective as of September 15, 2017 (“Effective Date”), by and between Wesco Aircraft Hardware Corp., a California corporation (the “Company”), and Kerry A. Shiba (“Executive”). For purposes of this Agreement (other than Section 1(g) below), the “Company” shall mean the Company and its subsidiaries.
August 8, 2019 Todd Renehan Re: Transaction Bonus Opportunity and Severance Agreement Amendment Dear Todd,Wesco Aircraft Holdings, Inc • August 9th, 2019 • Wholesale-hardware • Pennsylvania
As you may know, Wesco Aircraft Holdings, Inc. (the “Company”), expects to commence a sale process (the “Sale Process”) that may result in a sale of all or substantially all of the assets or equity interests of the Company (a “Company Sale”).
6,000,000 Shares WESCO AIRCRAFT HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 4th, 2014 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
GUARANTEE AND COLLATERAL AGREEMENT made by WESCO AIRCRAFT HOLDINGS, INC. and WESCO AIRCRAFT HARDWARE CORP., as Borrower, and the Subsidiary Guarantors party hereto in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of December 7, 2012Guarantee and Collateral Agreement • February 8th, 2013 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 7, 2012, made by each of the signatories hereto, in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of December 7, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Wesco Aircraft Holdings, Inc., a Delaware corporation (“Holdings”), Wesco Aircraft Hardware Corp., a California corporation (the “Borrower”), the Lenders party thereto, Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) the Collateral Agent, and the other agents and financial institutions party thereto.
SEPARATION AGREEMENTSeparation Agreement • September 18th, 2017 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
This Separation Agreement (the “Agreement”) is made by and between Richard Weller (“Employee”), Wesco Aircraft Hardware Corp. (the “Company”) and Wesco Aircraft Holdings, Inc. (“Parent”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used in this Agreement but not defined herein shall have the meanings assigned to them in the Severance Agreement (as defined below).
WESCO AIRCRAFT HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011 by and between WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2014 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
CREDIT AGREEMENT, dated as of December 7, 2012, among WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDBANK OF AMERICA, N.A. and BARCLAYS BANK PLC, as joint lead arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDBANK OF AMERICA, N.A., BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, KEYBANK NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., RBC CAPITAL MARKETS, SUMITOMO MITSUI BANKING CORPORATION and UNION BANK, N.A. as joint bookrunners, BANK OF AMERICA, N.A., J.P. MORGAN SECURITIES LLC, KEYBANK NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., RBC CAPITAL MARKETS, SUMITOMO MITSUI BANKING CORPORATION
Employment AgreementEmployment Agreement • April 8th, 2011 • Wesco Aircraft Holdings, Inc • California
This Employment Agreement (the “Agreement”) dated as of July 23, 2006, is made by and between Wesco Aircraft Hardware Corp., a California corporation, (together with any successor thereto, the “Company”) and Randy Snyder (the “Executive”).
CREDIT AGREEMENT among WESCO HOLDINGS, INC., as Holdings, WESCO AIRCRAFT HARDWARE CORP., as Borrower, The Several Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Issuing Lender and Swingline...Credit Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
CREDIT AGREEMENT, dated as of April 7, 2011, among WESCO HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, KEY BANK, N.A. and BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, as joint lead arrangers, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL, the investment banking division of Barclays Bank PLC, J.P MORGAN SECURITIES LLC, MORGAN STANLEY SENIOR FUNDING, INC., SUMITOMO MITSUI BANKING CORPORATION and ROYAL BANK OF CANADA, as joint bookrunners, BANK OF AMERICA, N.A., as syndication agent, and BARCLAYS BANK PLC, as documentation agent.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2016 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 24, 2016 (this “Amendment”), among WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the Subsidiary Guarantors, BARCLAYS BANK PLC, as Administrative Agent (as defined below), Collateral Agent (as defined below) and Swingline Lender, and the Lenders party hereto.
MANAGEMENT AGREEMENTManagement Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
Management Agreement (this “Agreement”), dated as of September 29, 2006, by and between Wesco Holdings, Inc., a Delaware corporation (the “Company”), and TC Group, L.L.C., a Delaware limited liability company (“Carlyle”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2017 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 2, 2017 (this “Amendment”), among WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the Subsidiary Guarantors, BARCLAYS BANK PLC, as Administrative Agent (as defined below), Collateral Agent (as defined below) and Swingline Lender, and the Lenders party hereto.
and - SERVICE AGREEMENTService Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • England and Wales
WESCO AIRCRAFT HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This Amended and Restated Stockholders Agreement (“Agreement”) is entered into as of [ ], 2011 by and among Wesco Aircraft Holdings, Inc. (formerly known as Wesco Holdings, Inc.), a Delaware corporation (the “Company”), Falcon Aerospace Holdings, LLC, a Delaware limited liability company (“Falcon”), the trusts listed as Snyder Trusts on the signature pages hereof (the “Snyder Trusts”), and each other person listed as a Stockholder on the signature pages hereof or who from time to time may execute and deliver a counterpart signature page and become a party hereto.
VOTING AND SUPPORT AGREEMENT by and among WOLVERINE INTERMEDIATE HOLDING II CORPORATION, WOLVERINE MERGER CORPORATION and certain STOCKHOLDERS OF WESCO AIRCRAFT HOLDINGS, INC.Voting and Support Agreement • August 9th, 2019 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [•], 2019 by and among the persons identified on Schedule I hereto (each, a “Stockholder” and collectively the “Stockholders”), Wolverine Intermediate Holding II Corporation, a corporation organized under the laws of Delaware (“Parent”), and Wolverine Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Parent, Merger Sub and Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NETWesco Aircraft Holdings, Inc • August 9th, 2019 • Wholesale-hardware
THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL/ COMMERCIAL SINGLE-TENANT LEASE – NET dated as of June 24, 2019 (this “First Amendment”), is entered into by and between WATX PROPERTIES, LLC, a Texas limited liability company (“Landlord”), and WESCO AIRCRAFT HARDWARE CORP., a California corporation (“Tenant”), with reference to the following:
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2013 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Wesco Aircraft Holdings, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
ASSET PURCHASE AGREEMENT BY AND AMONG WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation, WESCO AIRCRAFT EUROPE, LTD., a private limited company incorporated in England and Wales, AND INTERFAST INC., an Ontario corporation DATED AS OF MAY 23, 2012Asset Purchase Agreement • August 10th, 2012 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Ontario
This Asset Purchase Agreement, dated as of May 23, 2012 (this “Agreement”), is entered into by and among Wesco Aircraft Holdings, Inc., a Delaware corporation (“Parent”), Wesco Aircraft Europe, Ltd., a private limited company incorporated in England with registered number 01857310 (“Buyer”), and Interfast Inc., an Ontario corporation (“Seller”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2012 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Wesco Aircraft Holdings, Inc., a Delaware Corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 28th, 2017 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 28, 2017 (this “Amendment”), among WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the Subsidiary Guarantors, BARCLAYS BANK PLC, as Administrative Agent (as defined below), Collateral Agent (as defined below) and Swingline Lender, and the Lenders party hereto.
·] Shares WESCO AIRCRAFT HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
The undersigned understands that Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (together with the Representatives, the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), and the selling stockholders named therein (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriters, of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
COOPERATION AGREEMENTCooperation Agreement • February 23rd, 2015 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
This Cooperation Agreement (this “Agreement”), dated February 20, 2015, is entered into by and between Makaira Partners, LLC (“Makaira”), Thomas M. Bancroft III (“Mr. Bancroft”) and Wesco Aircraft Holdings, Inc. (the “Company”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 13th, 2012 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 13, 2012, by and among Wesco Aircraft Hardware Corp. (“Borrower”), Wesco Aircraft Holdings, Inc. (“Holdings”), Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the “Agent”), and the Lenders party hereto. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2015 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Pennsylvania
This Employment Agreement (this “Agreement”) is made as of January 30, 2014 (the “Agreement Date”), between Wesco Aircraft Hardware Corp., a California corporation (the “Company”), and Todd Renehan (the “Executive”).
Wesco AircraftWesco Aircraft • December 8th, 2014 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
This letter confirms the agreement regarding the terms upon which you will serve as Interim Chief Executive Officer of Wesco Aircraft Hardware Corp. (“Hardware”) and Wesco Aircraft Holdings, Inc. (“Holdings”). You will commence service as Interim Chief Executive Officer on Monday December 8, 2014 (the “Transition Date”). Effective as of the Transition Date, your annualized base salary will be increased to $650,000, payable in accordance with Hardware’s regular payroll pay practices. In addition, you will be eligible for a cash bonus award (the “Bonus”) for your service as Interim Chief Executive Officer, with a target amount equal to $325,000, which Bonus will be earned subject to the attainment of such performance goals and criteria as will be mutually agreed between you and the Board of Directors of Holdings. The Bonus will also be subject to your continued employment through such time as the Company identifies and hires a permanent Chief Executive Officer (but not later than Septemb
WESCO HOLDINGS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICERestricted Stock Unit Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of Wesco Holdings, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Unit Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”). This Agreement shall become effective on December 31, 2008.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • August 17th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
Amended and Restated Management Agreement (this “Agreement”), dated as of July 27, 2011, by and between Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), and Carlyle Investment Management L.L.C., a Delaware limited liability company (“Carlyle”).
For Independent Directors] WESCO HOLDINGS, INC. EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT GRANT NOTICEStock Option Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
Unless otherwise defined herein, the terms defined in the Equity Incentive Plan of Wesco Holdings, Inc. (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 4th, 2016 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
CREDIT AGREEMENT, dated December 7, 2012 among WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (“Holdings”), WESCO AIRCRAFT HARDWARE CORP., a California corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Issuing Lender and Swingline Lender.
CONFIDENTIAL January 20, 2011Letter Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This letter agreement (the “Agreement”) will confirm the basis upon which Wesco Holdings, Inc. (“Client”) has engaged Solebury Capital LLC (“Solebury”) to provide financial consulting services in connection with the transaction described in paragraph 1 below (the “Engagement”). Such services shall include, but are not limited to: RFP and investment banker bakeoff preparation, advice and planning, underwriter selection process and recommendations, deal structuring, fee and economics recommendations, distribution strategy recommendations, coordination of research community, investor targeting, marketing message development to include advice and support on positioning as well as road show presentation materials, book- building analysis, size and pricing analysis, review of share allocations and recommendation on stabilization strategy.
FIRST AMENDMENT TO STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NETWesco Aircraft Holdings, Inc • August 9th, 2019 • Wholesale-hardware
THIS FIRST AMENDMENT TO STANDARD INDUSTRIAL/ COMMERCIAL SINGLE-TENANT LEASE – NET dated as of June 24, 2019 (this “First Amendment”), is entered into by and between AVENUE SCOTT, LLC, a California limited liability company (“Landlord”), and WESCO AIRCRAFT HARDWARE CORP., a California corporation (“Tenant”), with reference to the following:
WESCO AIRCRAFT HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 17th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This Amended and Restated Stockholders Agreement (“Agreement”) is entered into as of July 27, 2011 by and among Wesco Aircraft Holdings, Inc. (formerly known as Wesco Holdings, Inc.), a Delaware corporation (the “Company”), Falcon Aerospace Holdings, LLC, a Delaware limited liability company (“Falcon”), the trusts listed as Snyder Trusts on the signature pages hereof (the “Snyder Trusts”), and each other person listed as a Stockholder on the signature pages hereof or who from time to time may execute and deliver a counterpart signature page and become a party hereto.
