STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENTStock Distribution and Assignment Agreement • January 3rd, 2012 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
THIS STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of December 29, 2011 (the “Effective Date”), by and among OCM SPIRIT HOLDINGS III, LLC, a Delaware limited liability company (“Transferor”) and the members listed on the signature pages hereto (collectively, “Transferees”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Limited Liability Company Agreement of Transferor, dated as of July 13, 2006, as amended by that Amendment to the Limited Liability Company Agreement, dated as of December 29, 2011 (as amended, the “LLCA”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 3rd, 2012 • Oaktree Capital Management Lp • Air transportation, scheduled
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
TRANSFER OF LIMITED LIABILITY COMPANY INTEREST AGREEMENTTransfer of Limited Liability Company Interest Agreement • January 3rd, 2012 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
This TRANSFER OF LIMITED LIABILITY COMPANY INTEREST AGREEMENT dated as of December 29, 2011 (as amended, modified or supplemented from time to time, this “Transfer Agreement”), is entered into by and between OCM Principal Opportunities Fund II, L,P. (“OCM POF II”), OCM Principal Opportunities Fund III, L,P. (“OCM POF III” and together with OCM POF II, the “Transferors”) and OCM Spirit Holdings III-A, LLC (the “Transferee”).
STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENTStock Distribution and Assignment Agreement • January 3rd, 2012 • Oaktree Capital Management Lp • Air transportation, scheduled • Delaware
THIS STOCK DISTRIBUTION AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of December 29, 2011 (the “Effective Date”), by and among OCM SPIRIT HOLDINGS, LLC, a Delaware limited liability company (“Transferor”) and the members listed on the signature pages hereto (collectively, “Transferees”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings given to them in the Limited Liability Company Agreement of Transferor, dated as of February 20, 2004, as amended pursuant to that First Amendment to the Limited Liability Company Agreement of OCM Spirit Holdings, LLC on April 26, 2005, further amended pursuant to that Second Amendment to the Limited Liability Company Agreement of OCM Spirit Holdings, LLC entered into as of August 30, 2005, and further amended by that Amendment to the Limited Liability Company Agreement, dated as of December 29, 2011 (as amended, “LLCA”).
