AMENDMENTCredit Agreement • June 11th, 2018 • KLX Inc. • Aircraft & parts • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 19, 2015 (as the same may be amended, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”), among KLX INC., a Delaware corporation (the “Company”), the several Lenders from time to time parties hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as U.S. Collateral Agent (as defined below), J.P. MORGAN EUROPE LIMITED, as European Collateral Agent (as defined below), CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, WELLS FARGO BANK, N.A., ROYAL BANK OF CANADA and SUNTRUST BANK, as syndication agents for the Lenders, and BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., PNC BANK, NATIONAL ASSOCIATION, SANTANDER BANK, N.A. and TD BANK, N.A., as documentation agents for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2015 • KLX Inc. • Aircraft & parts • Florida
This Employment Agreement (this “Agreement”) is entered into effective as of February 26, 2015 (the “Effective Date”), by and between KLX Inc., a Delaware corporation (the “Company”), and John A. Cuomo (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2017 • KLX Inc. • Aircraft & parts • Florida
This Amended and Restated Employment Agreement (this “Agreement”) dated as of May 25, 2017 (the “Effective Date”), is by and between KLX Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2016 • KLX Inc. • Aircraft & parts • Florida
This Amended and Restated Employment Agreement (this “Agreement”) dated as of December 22, 2015, is by and between KLX Inc., a Delaware corporation (the “Company”), and Roger M. Franks (the “Executive”).
TRANSACTION BONUS AND NONCOMPETITION AGREEMENTTransaction Bonus and Noncompetition Agreement • May 1st, 2018 • KLX Inc. • Aircraft & parts • Florida
This Transaction Bonus and Noncompetition Agreement (this “Agreement”), dated as of the 30th day of April, 2018, is by and between KLX Inc., a Delaware corporation (the “Company”), and Roger M. Franks (the “Executive”).
EMPLOYEE MATTERS AGREEMENT AMONG B/E AEROSPACE, INC., AND KLX INC. Dated as of December 15, 2014Employee Matters Agreement • December 19th, 2014 • KLX Inc. • Aircraft & parts • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of December 15, 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party” and together, as the “Parties”.
KLX INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • December 12th, 2014 • KLX Inc. • Aircraft & parts • New York
INDENTURE dated as of December 8, 2014 between KLX Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2015 • KLX Inc. • Aircraft & parts • Florida
This Amended and Restated Employment Agreement (this “Agreement”) dated as of February 27, 2015 (the “Effective Date”), is by and between KLX Inc., a Delaware corporation (the “Company”), and Michael F. Senft (“Executive”).
LICENSE AGREEMENTLicense Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts
This License Agreement (the “AGREEMENT”) is made and executed effective this 28th day of July, 2008 (“EFFECTIVE DATE”), by and among HONEYWELL INTERNATIONAL INC., a Delaware corporation, acting through its HONEYWELL INTELLECTUAL PROPERTY INTERNATIONAL business unit (hereinafter “HONEYWELL”) and B/E Aerospace, Inc., a Delaware corporation (“LICENSEE” and together with HONEYWELL, the “PARTIES” and each a “PARTY”).
TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC., AND KLX INC. DATED AS OF DECEMBER 15, 2014Tax Sharing and Indemnification Agreement • December 19th, 2014 • KLX Inc. • Aircraft & parts • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2015 • KLX Inc. • Aircraft & parts • Florida
This Amended and Restated Employment Agreement (this “Agreement”) dated as of February 27, 2015 (the “Effective Date”), is by and between KLX Inc., a Delaware corporation (the “Company”), and Thomas P. McCaffrey (“Executive”).
FORM OF KLX INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTAward Agreement • March 2nd, 2015 • KLX Inc. • Aircraft & parts • Florida
THIS AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between KLX Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the KLX Inc. Long-Term Incentive Plan (the “Plan”).
IT SERVICES AGREEMENTIt Services Agreement • December 19th, 2014 • KLX Inc. • Aircraft & parts • Delaware
IT SERVICES AGREEMENT (this “Agreement”), dated as of December 16, 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party”, and together, as the “Parties”.
FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC.Sharing and Indemnification Agreement • April 14th, 2017 • KLX Inc. • Aircraft & parts
THIS FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Amendment”) is entered into as of October 23, 2016 by B/E Aerospace, Inc., a Delaware corporation (“B/E”), and KLX Inc., a Delaware corporation (“KLX”).
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party”, and together, as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT AMONG B/E AEROSPACE, INC., AND KLX INC. Dated as of [ ], 2014Separation and Distribution Agreement • November 13th, 2014 • KLX Inc. • Aircraft & parts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a newly formed corporation organized under the laws of the State of Delaware (“KLX”) and directly wholly-owned by B/E. Each of B/E and KLX is sometimes referred to herein as a “Party” and together, as the “Parties”.
Consulting AgreementConsulting Agreement • August 24th, 2017 • KLX Inc. • Aircraft & parts • Florida
This letter agreement (the “Agreement”) confirms the agreement between KLX Inc. (the “Company”) and you to engage in a consulting arrangement and sets forth the agreement between the Company and you regarding the terms of such consulting arrangement.
HONEYWELL INTERNATIONAL INC. LONG TERM CONTRACTLong Term Contract • November 13th, 2014 • KLX Inc. • Aircraft & parts • New York
This Long Term Contract (hereinafter, the “Contract”) is made and entered into as of July 28, 2008 (“Effective Date”) by and between BE Aerospace, Inc., a Delaware corporation (“Seller”) and Honeywell International Inc., a Delaware corporation, acting through its Aerospace business unit (“Honeywell” or “Buyer”).
SEPARATION AND DISTRIBUTION AGREEMENT AMONG B/E AEROSPACE, INC., AND KLX INC. Dated as of December 15, 2014Separation and Distribution Agreement • December 19th, 2014 • KLX Inc. • Aircraft & parts • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of December 15, 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a newly formed corporation organized under the laws of the State of Delaware (“KLX”) and directly wholly-owned by B/E. Each of B/E and KLX is sometimes referred to herein as a “Party” and together, as the “Parties”.
ESCROW AGREEMENTEscrow Agreement • December 12th, 2014 • KLX Inc. • Aircraft & parts • New York
ESCROW AGREEMENT, dated as of December 8, 2014 (this “Agreement”), by and among KLX Inc., a Delaware corporation (the “Company”), Wilmington Trust, National Association, a national banking association with trust powers organized and existing under the laws of the United States (“Wilmington Trust”), as escrow agent (in such capacity, the “Escrow Agent”), and Wilmington Trust, as trustee (in such capacity, the “Trustee”) under the Indenture (as defined below).
STOCK PURCHASE AGREEMENT AMONG POLYTRADE HOLDING CORP., HERNDON PRODUCTS HOLDING CORP., THE SELLERS AND THE SELLERS’ REPRESENTATIVE NAMED HEREIN AND KLX INC. Dated as of May 17, 2016Stock Purchase Agreement • September 9th, 2016 • KLX Inc. • Aircraft & parts • Delaware
This STOCK PURCHASE AGREEMENT is dated as of May 17, 2016 (this “Agreement”), by and among Polytrade Holding Corp., a Delaware corporation (“Polytrade Holdco”), Herndon Products Holding Corp., a Delaware corporation (“Herndon Holdco”), the shareholders of Polytrade Holdco listed on the signature page hereto (the “Polytrade Sellers”), the shareholders of Herndon Holdco listed on the signature page hereto (the “Herndon Sellers”), the holder of the Herndon Holdco Warrant (the “Warrant Seller”) and the holders of Companies Sub Debt (the “Sub Debt Sellers,” and, together with the Polytrade Sellers, the Herndon Sellers and the Warrant Seller, the “Sellers”), and HCI Equity Partners III, L.P., a Delaware limited partnership as representative of the Sellers for certain purposes described herein (the “Sellers’ Representative”) and KLX Inc., a Delaware corporation (“Buyer”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 19th, 2014 • KLX Inc. • Aircraft & parts • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 16, 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (“B/E”), and KLX INC., a corporation organized under the laws of the State of Delaware (“KLX”). Each of B/E and KLX is sometimes referred to herein as a “Party”, and together, as the “Parties”.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 14th, 2017 • KLX Inc. • Aircraft & parts • New York
This First Supplemental Indenture is entered into as of December 16, 2014 (this “Supplemental Indenture”), by and among KLX Energy Holdings LLC, a Delaware limited liability company (“Energy Holdings”), KLX Energy Services LLC, a Delaware limited liability company (“Energy Services” and, together with Energy Holdings, the “Guarantors”). KLX Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”), under the Indenture referred to below.
IP MATTERS AGREEMENTIp Matters Agreement • July 17th, 2018 • KLX Inc. • Aircraft & parts • Delaware
THIS IP MATTERS AGREEMENT (this Agreement), dated as of July 13, 2018, is entered into by and between KLX Inc., a corporation formed under the laws of the State of Delaware (KLX), and KLX Energy Services Holdings, Inc., a corporation formed under the laws of the State of Delaware (ESG SpinCo). KLX and ESG SpinCo are referred to herein individually as a Party and collectively as the Parties.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 11th, 2018 • KLX Inc. • Aircraft & parts • New York
This THIRD SUPPLEMENTAL INDENTURE, is entered into as of June 8, 2018 (this “Supplemental Indenture”), among KLX Inc., a Delaware corporation (the “Company”), the guarantors party thereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2018 • KLX Inc. • Aircraft & parts • Florida
This Amended and Restated Employment Agreement (this “Agreement”) is entered into effective as of December 22, 2015, by and between KLX Inc., a Delaware corporation (the “Company”), and John A. Cuomo (the “Executive”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 7th, 2018 • KLX Inc. • Aircraft & parts • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, is dated as of June 1, 2018 (this “Amendment”), by and between The Boeing Company, a Delaware corporation (“Parent”), Kelly Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and KLX Inc., a Delaware corporation (the “Company”).
DEATH BENEFIT AGREEMENTDeath Benefit Agreement • September 9th, 2016 • KLX Inc. • Aircraft & parts • Florida
This Death Benefit Agreement (the “Agreement”) is entered into this 25th day of May, 2016, by and between KLX Inc., a Delaware corporation, hereinafter called the “Corporation,” and Amin J. Khoury, hereinafter called the “Executive.”
KLX INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTTerm Incentive Plan Restricted Stock Award Agreement • March 2nd, 2015 • KLX Inc. • Aircraft & parts • Florida
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”) is made effective as of (the “Date of Grant”) between KLX Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the KLX Inc. Long-Term Incentive Plan (the “Plan”).
JULY 13, 2018 KLX INC. KLX ENERGY SERVICES LLC and KLX ENERGY SERVICES HOLDINGS, INC. DISTRIBUTION AGREEMENTDistribution Agreement • July 17th, 2018 • KLX Inc. • Aircraft & parts • Delaware
THIS DISTRIBUTION AGREEMENT (this Agreement), dated as of July 13, 2018, is entered into by and among KLX Inc., a corporation formed under the laws of the State of Delaware (KLX), KLX Energy Services Holdings, Inc., a corporation formed under the laws of the State of Delaware (ESG SpinCo) and KLX Energy Services LLC, a Delaware limited liability company and wholly-owned subsidiary of KLX (KLX Energy Services). KLX, ESG SpinCo and KLX Energy Services are referred to herein individually as a Party and collectively as the Parties.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • December 9th, 2016 • KLX Inc. • Aircraft & parts • New York
This Second Supplemental Indenture is entered into as of August 2, 2016 (this “Supplemental Indenture”), by and among Herndon Aerospace & Defense, LLC, a Delaware limited liability company, Herndon Products, LLC, a Missouri limited liability company, Polytrade Holding Corp., a Delaware corporation, Polygon Aerospace, LLC, a Texas limited liability company, and Herndon Products Holding Corp., a Delaware corporation (collectively, the “Guarantors”), and KLX Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”), under the Indenture referred to below.
FORM OF KLX INC. LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTTerm Incentive Plan Nonqualified Stock Option Agreement • March 2nd, 2015 • KLX Inc. • Aircraft & parts • Florida
This Stock Option Agreement (the “Award Agreement”) is made and entered into as of (the “Date of Grant”) between KLX Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the KLX Inc. Long-Term Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2014 • KLX Inc. • Aircraft & parts • Florida
This Employment Agreement (this “Agreement”) is made as of September 15, 2014, by and between KLX Inc., a Delaware corporation (the “Company”), and Amin J. Khoury (“Executive”). This Agreement shall become effective as of the Effective Date (as defined below) and if the Effective Date does not occur or the spin-off of the Company by B/E Aerospace, Inc., a Delaware corporation (“B/E”), is abandoned, this Agreement shall be null and void ab initio and will have no force or effect.
Employment Agreement AmendmentEmployment Agreement Amendment • May 1st, 2018 • KLX Inc. • Aircraft & parts
WHEREAS, the parties desire to amend the Agreement pursuant to the terms of this Employment Agreement Amendment (this “Amendment”) for the primary purposes of (i) conditioned upon the Closing (as defined below), eliminating the Consulting Agreement in all respects, including the Executive’s obligations thereunder to provide substantial services and the Company’s obligations thereunder to provide compensation and benefits, (ii) reflecting the transactions contemplated by the Agreement and Plan of Merger dated as of April 30, 2018, by and among The Boeing Company, a Delaware corporation (“Parent”), Kelly Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and the Company (the “Merger Agreement”), which, if consummated, will result in the “Closing”, and (iii) reflecting the spin-off of a portion of the Company, as contemplated in the Merger Agreement, into a corporation organized under the laws of the State of Delaware (“ESG SpinCo”), which, if consummated, w
JULY 13, 2018 KLX INC. KLX ENERGY SERVICES LLC and KLX ENERGY SERVICES HOLDINGS, INC. EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • July 17th, 2018 • KLX Inc. • Aircraft & parts • Delaware
This EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of July 13, 2018 by and among KLX Inc., a corporation organized under the laws of the State of Delaware (KLX), KLX Energy Services Holdings, Inc., a corporation organized under the laws of the State of Delaware (ESG SpinCo) and KLX Energy Services LLC, a Delaware limited liability company and wholly-owned subsidiary of ESG SpinCo (KLX Energy Services). Each of KLX, ESG SpinCo and KLX Energy Services is sometimes referred to herein as a “Party” and together, as the “Parties”.
