JOINT FILING AGREEMENTJoint Filing Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec
JOINT FILING AGREEMENT, dated as of December 21, 2011, made by and among MacAndrews & Forbes Holdings Inc. (“MacAndrews & Forbes Holdings”), MFW Holdings One LLC (“Holdings One”), MFW Holdings Two LLC (“Holdings Two”) and MX Holdings One, LLC (“MX Holdings One”). MacAndrews & Forbes Holdings, Holdings One, Holdings Two and MX Holdings One are collectively referred to herein as the “Parties” and each individually as a “Party.” Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Schedule 13D (as so amended, the “Statement on Schedule 13D”) to which this exhibit is attached is filed on behalf of each such Party.
PURCHASE AGREEMENTPurchase Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This PURCHASE AGREEMENT (this “Agreement”), dated as of December 21, 2011, is made and entered into by and between MacAndrews & Forbes Holdings Inc., a Delaware corporation (“Holdings”), and Ronald O. Perelman (“Mr. Perelman”).
AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENTContribution Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This AMENDMENT NO. 1, dated as of December 21, 2011 (the “Amendment”), is made and entered into by and among MX Holdings Two, Inc., a Delaware corporation (“Merger Sub”), MFW Holdings One LLC, a Delaware limited liability company (“Holdings One”), MFW Holdings Two LLC, a Delaware limited liability company (“Holdings Two”), Ronald O. Perelman (“Mr. Perelman”, and together with Mergers Sub, Holdings One and Holdings Two, the “Original Parties”) and MX Holdings One, LLC, a Delaware limited liability company (“Parent”), and amends the Contribution Agreement, dated September 12, 2011 (the “Agreement”), by and among the Original Parties.
MX HOLDINGS ONE, LLC as Borrower TERM LOAN AGREEMENT DEUTSCHE BANK TRUST COMPANY AMERICAS as Lender DATE OF AGREEMENT: December 21, 2011Term Loan Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
THIS TERM LOAN AGREEMENT, dated as of December 21, 2011, by and between MX HOLDINGS ONE, LLC, a Delaware limited liability company, as borrower (the “Borrower”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as lender (the “Lender”).
CONTRIBUTION AGREEMENTContribution Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 21, 2011, is made and entered into by and between MX Holdings One, LLC, a Delaware limited liability company (“MX Holdings One”), and MacAndrews & Forbes Holdings Inc., a Delaware corporation (“Contributor”).
THIRD PARTY PLEDGE AND SECURITY AGREEMENTThird Party Pledge and Security Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
THIS THIRD PARTY PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2011 (this “Security Agreement”) is entered into by MFW HOLDINGS ONE LLC, a Delaware limited liability company (“MFW One”) and MFW HOLDINGS TWO LLC, a Delaware limited liability company (“MFW Two”, and together with MFW One, “undersigned” or “Pledgors”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as lender (“Lender”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 23rd, 2011 • MacAndrews & Forbes Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT, dated as of December 21, 2011 (this “Security Agreement”) is entered into by MX HOLDINGS ONE, LLC, a Delaware limited liability company (“undersigned” or “Pledgor”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as lender (“Lender”).
