AMENDMENT NO. 1 TO JOINT FILING AGREEMENT
AMENDMENT
NO. 1 TO JOINT FILING AGREEMENT
This
Amendment No. 1 entered into as of this 16th day of May, 2007 (the
“Amendment”) to the Joint Filing Agreement (this “Joint Filing Agreement “)
dated as of April 2, 2007, by and among Wynnefield Partners Small Cap Value,
L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Value
Offshore Fund, Ltd., Channel Partnership II L.P., Wynnefield Capital Management
LLC, Wynnefield Capital Inc., Xxxxxx Xxxx, Xxxxxx Xxxxxx, Terrier Partners
LP,
B-Doggy LLC, Xxxxx Xxxxxxx, Xxxxxxxxx & Xxxxxx Incorporated, Xxxxxxxxx &
Xxxxxx Asset Management LLC, Xxxxxxxxx & Xxxxxx Capital Appreciation LLC,
Xxxxxx X. Xxxxxxxxx, Xxx X. Xxxxxx and Xxxxxx
X.
Xxxx
(each a
“Reporting Person”, and collectively, the “Reporting Persons”). Capitalized
terms used, but not defined herein, shall have the meanings ascribed to them
in
the Reporting Persons’ Statement of Beneficial Ownership on Schedule 13D filed
with the Securities and Exchange Commission on April 2, 2007 with respect to
the
securities of Breeze-Eastern Corporation (the “Schedule 13D”).
WHEREAS,
the Reporting Persons desire to amend the Joint Filing Agreement to reflect
that
as of the Effective Date (“Effective Date”) of Amendment No. 1 to the Voting
Agreement by and among Wynnefield Partners Small Cap Value, L.P., Xxxxxxxxx
& Xxxxxx Incorporated and Terrier Partners LP., the Terrier Reporting
Persons are no longer a party to the Agreement.
NOW,
THEREFORE, in consideration of the promises set forth herein and other good
and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereby agree as
follows:
1. Withdrawal
from Joint Filing Agreement.
Subject
to the terms and conditions set forth in the Amendment, the Joint Filing
Agreement is hereby amended to provide that, as of the Effective Date, Terrier
Partners is no longer a party to the Joint Filing Agreement. Except as amended
hereby, the Joint Filing Agreement shall remain in full force and effect and
is
hereby ratified, confirmed and approved in all respects.
2. Release
and Discharge.
Each of
the Wynnefield Reporting Persons and the G&H Reporting Persons hereby
mutually and unconditionally releases and discharges the Terrier Reporting
Persons from all of their obligations under the Joint Filing Agreement. The
Terrier Reporting Persons hereby mutually and unconditionally releases and
discharges the Wynnefield Reporting Persons and the G&H Reporting Persons
from all of their obligations under the Joint Filing Agreement.
3. Counterparts.
This
Amendment may be executed in counterparts, each of which when so executed shall
be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument.
[signature
pages follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the
date first set forth above.
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. | ||
|
By:
|
Wynnefield Capital Management, LLC,
its
General Partner
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Xxxxxx Xxxx, Co-Managing Member |
||
|
WYNNEFIELD
PARTNERS SMALL CAP VALUE, L.P., I
|
||
| By: | Wynnefield Capital Management, LLC,
its
General Partner
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Xxxxxx Xxxx, Co-Managing Member |
||
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. | ||
| By: |
Wynnefield Capital, Inc.,
its
Investment Manager
|
|
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Xxxxxx Xxxx, President |
||
| WYNNEFIELD CAPITAL MANAGEMENT, LLC | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Xxxxxx Xxxx, Co-Managing Member |
||
| WYNNEFIELD CAPITAL, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Xxxxxx Xxxx, President |
||
| CHANNEL PARTNERSHIP II, L.P. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Xxxxxx Xxxx, General Partner |
||
| /s/ Xxxxxx Xxxx | ||
|
Xxxxxx Xxxx, Individually |
||
| /s/ Xxxxxx X. Xxxxxx | ||
|
Xxxxxx X. Xxxxxx, Individually |
||
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the
date first set forth above.
| TERRIER PARTNERS LP | ||
| |
|
|
| By: |
B-DOGGY
LLC
Its
General Partner
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Xxxxx Xxxxxxx, Managing Manager |
||
| B-DOGGY LLC | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Xxxxx Xxxxxxx, Managing Manager |
||
| /s/ Xxxxx Xxxxxxx | ||
|
Xxxxx Xxxxxxx |
||
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the
date first set forth above.
| XXXXXXXXX & XXXXXX INCORPORATED | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
|
Xxxxxx X. Xxxxxxxxx, Chairman |
||
| XXXXXXXXX & XXXXXX ASSET MANAGEMENT, LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
|
Xxxxxx X. Xxxxxxxxx, Managing Director |
||
| XXXXXXXXX & XXXXXX CAPITAL APPRECIATION, LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxxx | |
|
Xxxxxx X. Xxxxxxxxx, Managing Director |
||
| /s/ Xxxxxx X. Xxxxxxxxx | ||
|
Xxxxxx X. Xxxxxxxxx |
||
| /s/ Xxx X. Xxxxxx | ||
|
Xxx X. Xxxxxx |
||
| /s/ Xxxxxx X. Xxxx | ||
|
Xxxxxx X. Xxxx |
||
