Atlantic Aviation Investments LLC v. MatlinPatterson Global Advisers LLC

Under the plain language of the parties’ memorandum of understanding (MOU) and the embedded make-whole agreement, nonparty VarigLog was an “affiliate” of Volo, an indirect wholly-owned subsidiary of the MP Funds. The sale of the shares at issue was an “Exit,” as expressly defined in the MOU. Under the make-whole agreement, Volo and the MP Funds are obligated to ratably share with plaintiff the funds received by *462VarigLog, Yolo’s affiliate, in connection with the sale of shares. We find that the parties’ agreements are unambiguous. Thus, there is no need to resort to extrinsic evidence to…