AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE — NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Lease Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE — NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Standard Industrial/Commercial Single-Tenant Lease - Net • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware
GUARANTEE AND COLLATERAL AGREEMENT made by WESCO 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 April 7, 2011Guarantee and Collateral Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 7, 2011, 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 April 7, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Wesco 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, Bank of America, N.A., as Syndication Agent, Merrill Lynch, Pierce Fenner & Smith Incorporated (“MLPFS”), Key Bank, N.A. and Barclays Capital (“Barclays Capital”), the investment banking division of Barclays Bank PLC, as Joint Lead Arrangers and MLFPS, Barclays Capital, J.P. Morg
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 • May 13th, 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.
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”).
and - SERVICE AGREEMENTService Agreement • May 13th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • England and Wales
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.
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”).
CONFIDENTIAL January 20, 2011Engagement of Services • 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.
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”), Appendix A attached hereto, and Appendix B attached hereto (collectively, the “Agreement”).
For Independent Directors] AMENDED AND RESTATED EQUITY INCENTIVE PLAN OF WESCO HOLDINGS, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock 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 Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).
