Notice of Assignment of Contractual Obligations From B/E Aerospace, Inc. to KLX Inc.


As you may be aware, on June 10, 2014, B/E Aerospace announced that it had commenced a process to separate its businesses into two independent, publicly traded companies (B/E Aerospace) – one focused on aircraft cabin interior equipment – design, development, manufacturing, certification and direct sales on a global basis, and the other (KLX) focused on distribution, logistics and technical services for the aerospace and energy services markets (the “CMS Business”).

On November 25, 2014, the Board of Directors of B/E Aerospace approved the spin-off of KLX, into which B/E Aerospace will transfer the CMS Business.

In connection with the separation of the CMS Business from B/E Aerospace’s other businesses and the spin-off of KLX, most of B/E Aerospace’s contracts with respect to the CMS Business, including its contractual obligations with your business, such as open purchase orders or existing long term agreements, will be assigned by B/E Aerospace to KLX, and KLX will assume all of the duties and obligations of B/E Aerospace under those contractual obligations.

The effective date of this assignment is December 16, 2014, the official distribution date of the spin-off. No changes are required on your part with regard to open purchase orders. Please continue to perform your obligations as you normally would. You will begin to receive KLX purchase orders as new orders are placed beginning on January 5th. Between now and January 5th, you will continue to receive orders under the B/E Aerospace name.

If you have any questions regarding this letter or the spin-off, please do not hesitate to contact your KLX Inc. (formerly, B/E Aerospace) procurement representative.