AGREEMENT AND PLAN OF MERGER among GB AERO ENGINE LLC GB AERO ENGINE MERGER SUB INC. and EDAC TECHNOLOGIES CORPORATION dated as of March 17, 2013Agreement and Plan of Merger • March 26th, 2013 • GB Aero Engine Merger Sub Inc. • Aircraft engines & engine parts • New York
This Agreement and Plan of Merger (this “Agreement”), is entered into as of March 17, 2013, by and among EDAC Technologies Corporation, a Wisconsin corporation (the “Company”), GB Aero Engine LLC, a Delaware limited liability company (“Parent”), and GB Aero Engine Merger Sub Inc., a Wisconsin corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 26th, 2013 • GB Aero Engine Merger Sub Inc. • Aircraft engines & engine parts • New York
This VOTING AND SUPPORT AGREEMENT, dated as of March 17, 2013 (this “Agreement”), is by and among GB Aero Engine LLC, a Delaware limited liability company (“Parent”), and each of the Persons identified on Schedule I hereto (collectively, the “Stockholders”).
Exclusivity AgreementExclusivity Agreement • March 26th, 2013 • GB Aero Engine Merger Sub Inc. • Aircraft engines & engine parts • New York
This letter agreement sets forth the terms upon which Greenbriar Equity Group LLC (“Parent”) agrees to enter into discussions regarding a potential acquisition by Parent of EDAC Technologies Corporation (“Company”) (the “Potential Transaction”), and certain related matters.
GREENBRIAR EQUITY FUND II, L.P., GREENBRIAR EQUITY FUND II-A, L.P. AND GREENBRIAR CO-INVESTMENT PARTNERS II, L.P. Rye, NY 10580 March 17, 2013Merger Agreement • March 26th, 2013 • GB Aero Engine Merger Sub Inc. • Aircraft engines & engine parts • New York
Reference is made to that certain Agreement and Plan of Merger, dated as of March 17, 2013 (the “Merger Agreement”), by and among EDAC Technologies Corporation, a Wisconsin corporation (the “Company”), GB Aero Engine LLC, a Delaware limited liability company (“Parent”), and GB Aero Engine Merger Sub Inc., a Wisconsin corporation and wholly owned subsidiary of Parent (“Merger Sub”) (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company with the Company surviving the merger (the “Merger”) on the terms and conditions set forth therein. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. This letter
FORM OF LIMITED GUARANTEE COMMITMENT LETTER LIMITED GUARANTEEGB Aero Engine Merger Sub Inc. • March 26th, 2013 • Aircraft engines & engine parts • New York
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Guaranteed Party, GB Aero Engine LLC, a Delaware limited liability company (“Parent”), and GB Aero Engine Merger Sub Inc., a Wisconsin corporation (“Merger Sub”), pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party surviving the Merger as a wholly-owned subsidiary of the Guarantor. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.
