Settlement Statement for Closing under Stock Purchase Agreement among Mercury Air Group, Mercury Air Centers, Allied Capital, and Mercury Air Centers Acquisition Corp. (April 12, 2004)

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Summary

This Settlement Statement documents the final financial arrangements for the closing of a Stock Purchase Agreement dated October 28, 2003, as amended, involving Mercury Air Group, Mercury Air Centers, Allied Capital Corporation, and Mercury Air Centers Acquisition Corp. It details the purchase price, adjustments, and the allocation of payments to various parties, including escrow, debt repayments, commissions, and the seller. The agreement was accepted by all parties on April 12, 2004, finalizing the transfer of funds and obligations as part of the acquisition.

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EX-2.1 3 a98301exv2w1.txt EXHIBIT 2.1 EXHIBIT 2.1 Settlement Statement April 12, 2004 For Closing Under Stock Purchase Agreement ("SPA") dated as of 10/28/03, as amended on 12/10/03, 1/14/04 and 2/13/04 among Mercury Air Group, Inc. ("Seller"), Mercury Air Centers, Inc. (the "Company"), and Allied Capital Corporation, and as assigned on the date hereof by Allied Capital Corporation to Mercury Air Centers Acquisition Corp. Purchase Price 73,000,000.00 Note 1
Less: 50% of HSR Filing Fees paid by Allied Capital on 12/9/03 - See 11.3(c) of SPA (22,500.00) Add: Construction Obligation Payments - LAX - See 1.2(b) of SPA 394,007.00 Construction Obligation Payments - Charleston - See 1.2(b) of SPA 2,954,876.00 ------------- Gross Amount of Funds Due by Mercury Air Centers Acquisition Corp. 76,326,383.00 Application of Payments: Wire to Escrow Agent - See 1.2(a)(ii) of SPA 8,270,000.00 Wire to Wells Fargo Foothill for Partial Repayment of WFF Facility 29,488,843.11 Wire to Allied Capital to repay Subordinated Note 24,260,734.26 Wires to Hambro re: note payoff 3,710,298.97 Wire to Imperial Capital for commission 1,301,577.68 Wire to Seller 9,294,928.98 ------------- Total Payments disbursed by Mercury Air Centers Acquisition Corp. 76,326,383.00 =============
Note 1: The original Purchase Price of $70,000,000 as set forth in the SPA increased on the date hereof by $3,000,000 pursuant to an agreement between the Seller and Allied Capital Corporation. Accepted and Agreed to this 12th day of April, 2004: Mercury Air Centers Acquisition Corp. By: -------------------------- Name: -------------------------- Title: -------------------------- Mercury Air Group, Inc. By: /s/ Wayne J. Lovett -------------------------- Name: Wayne J. Lovett -------------------------- Title: EVP -------------------------- Mercury Air Centers, Inc. By: /s/ Wayne J. Lovett -------------------------- Name: Wayne J. Lovett -------------------------- Title: VP -------------------------- SETTLEMENT STATEMENT APRIL 12, 2004 FOR CLOSING UNDER STOCK PURCHASE AGREEMENT ("SPA") DATED AS OF 10/28/03, AS AMENDED ON 12/10/03, 1/14/04 AND 2/13/04 AMONG MERCURY AIR GROUP, INC. ("SELLER"), MERCURY AIR CENTERS, INC. (THE "COMPANY"), AND ALLIED CAPITAL CORPORATION, AND AS ASSIGNED ON THE DATE HEREOF BY ALLIED CAPITAL CORPORATION TO MERCURY AIR CENTERS ACQUISITION CORP. Purchase Price 73,000,000.00 Note 1 Less: 50% of HSR Filing Fees paid by Allied Capital on 12/9/03 - See 11.3(c) of SPA (22,500.00) Add: Construction Obligation Payments - LAX - See 1.2(b) of SPA 394,007.00 Construction Obligation Payments - Charleston - See 1.2(b) of SPA 2,954,876.00 ------------- Gross Amount of Funds Due by Mercury Air Centers Acquisition Corp. 76,326,383.00 Application of Payments: Wire to Escrow Agent - See 1.2(a)(ii) of SPA 8,270,000.00 Wire to Wells Fargo Foothill for Partial Repayment of WFF Facility 29,488,843.11 Wire to Allied Capital to repay Subordinated Note 24,260,734.26 Wire to Hambro re: note payoff 3,710,298.97 Wire to Imperial Capital for commission 1,301,577.68 Wire to Seller 9,294,928.98 ------------- Total Payments disbursed by Mercury Air Centers Acquisition Corp. 76,326,383.00 =============
Note 1: The original Purchase Price of $70,000,000 as set forth in the SPA increased on the date hereof by $3,000,000 pursuant to an agreement between the Seller and Allied Capital Corporation. Accepted and Agreed to this 12th day of April, 2004: MERCURY AIR CENTERS ACQUISITION CORP. By: /s/ Daniel Russell ------------------------ Name: ------------------------ Title: Vice President ------------------------ MERCURY AIR GROUP, INC. By: ------------------------ Name: ------------------------ Title: ------------------------ MERCURY AIR CENTERS, INC. By: ------------------------ Name: ------------------------ Title: ------------------------