·] Shares WESCO AIRCRAFT HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
The undersigned understands that Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (together with the Representatives, the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), and the selling stockholders named therein (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriters, of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
WESCO AIRCRAFT HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2011 by and between WESCO AIRCRAFT HOLDINGS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
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 • June 6th, 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.
WESCO AIRCRAFT HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This Amended and Restated Stockholders Agreement (“Agreement”) is entered into as of [ ], 2011 by and among Wesco Aircraft Holdings, Inc. (formerly known as Wesco Holdings, Inc.), a Delaware corporation (the “Company”), Falcon Aerospace Holdings, LLC, a Delaware limited liability company (“Falcon”), the trusts listed as Snyder Trusts on the signature pages hereof (the “Snyder Trusts”), and each other person listed as a Stockholder on the signature pages hereof or who from time to time may execute and deliver a counterpart signature page and become a party hereto.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • June 6th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
Amended and Restated Management Agreement (this “Agreement”), dated as of [ ], 2011, by and between Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), and Carlyle Investment Management L.L.C., a Delaware limited liability company (“Carlyle”).
