BY AND AMONGStock Purchase Agreement • November 26th, 1997 • Argo Tech Corp • Aircraft engines & engine parts • Ohio
AND BNY MIDWEST TRUST COMPANY, AS TRUSTEEIndenture • September 10th, 2004 • Argo Tech Corp • Aircraft engines & engine parts • New York
RECITALS:Supplemental Indenture • January 14th, 1999 • Argo Tech Corp • Aircraft engines & engine parts • New York
1 Exhibit 10.30 ------------- AGREEMENT OF PURCHASE AND SALE ------------------------------Purchase and Sale Agreement • November 26th, 1997 • Argo Tech Corp • Aircraft engines & engine parts • Ohio
Exhibit 10.12 ------------- AT HOLDINGS CORPORATION STOCKHOLDERS AGREEMENTStockholders Agreement • January 28th, 2000 • Argo Tech Corp • Aircraft engines & engine parts • Delaware
1 Exhibit 10.18 CONSULTING AGREEMENT -------------------- THIS CONSULTING AGREEMENT (the "Agreement") is made as of this 17th day of May, 1994, by and between Argo-Tech Corporation, a Delaware corporation (the "Company") and Vestar Capital Partners,...Consulting Agreement • October 17th, 1997 • Argo Tech Corp • New York
EXHIBIT 10.24 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 18, 1997, Amended and Restated as of September 26, 1997Credit Agreement • November 26th, 1997 • Argo Tech Corp • Aircraft engines & engine parts • New York
Exhibit 10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 10th, 2004 • Argo Tech Corp • Aircraft engines & engine parts • Ohio
AGREEMENT --------- SECTION 1 DEFINITIONS -----------Stockholders' Agreement • October 17th, 1997 • Argo Tech Corp • Delaware
AMENDMENT TO ARGO-TECH CORPORATION TRUST AGREEMENTTrust Agreement • January 24th, 2003 • Argo Tech Corp • Aircraft engines & engine parts
SECOND AMENDMENT TO AT HOLDINGS CORPORATION 1994 STOCKHOLDERS' AGREEMENTStockholders' Agreement • October 17th, 1997 • Argo Tech Corp • Delaware
Exhibit 10.4 ARGO-TECH CORPORATION TRUST AGREEMENT TABLE OF CONTENTS Recitals ............................................................ 1 Definitions ......................................................... 1 Trust Fund...Trust Agreement • October 17th, 1997 • Argo Tech Corp • Ohio
1 Exhibit 4.6 ARGO-TECH CORPORATION 8 5/8% Senior Subordinated Notes due 2007, Series C EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • January 14th, 1999 • Argo Tech Corp • Aircraft engines & engine parts • New York
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 21st, 2005 • Argo Tech Corp • Aircraft engines & engine parts • Ohio
Plan and Trust (the "Plan") in the form of the [PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST].Adoption Agreement • November 26th, 1997 • Argo Tech Corp • Aircraft engines & engine parts
1 Exhibit 10.35 AMENDMENT dated as of December 4, 1998, to the Amended and Restated Credit Agreement, dated as of July 18, 1997, as amended and restated as of September 26, 1997, as previously amended (the "CREDIT AGREEMENT"), among ARGO-TECH...Credit Agreement • April 23rd, 1999 • Argo Tech Corp • Aircraft engines & engine parts • New York
CONFORMED COPY Exhibit 10.35 AMENDMENT dated as of October 25, 2002, to the Amended and Restated Credit Agreement dated as of July 18, 1997, as amended and restated as of September 26, 1997, and as subsequently amended (the "Credit Agreement"), among...Credit Agreement • January 24th, 2003 • Argo Tech Corp • Aircraft engines & engine parts • New York
INDENTUREIndenture • January 14th, 1999 • Argo Tech Corp • Aircraft engines & engine parts • New York
FORM OF AT HOLDINGS CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARYStock Option Agreement • October 17th, 1997 • Argo Tech Corp
BetweenDistributorship Agreement • October 17th, 1997 • Argo Tech Corp • Ohio
SECOND AMENDMENT TO ARGO-TECH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENTEmployee Stock Ownership Plan and Trust Agreement • October 17th, 1997 • Argo Tech Corp
EXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of January 24, 2003, among ARGO-TECH CORPORATION (the "Borrower"), AT HOLDINGS CORPORATION ("Holdings"), the Lenders party hereto and JPMORGAN CHASE BANK, as Administrative Agent, under the...Amendment and Restatement Agreement • March 11th, 2003 • Argo Tech Corp • Aircraft engines & engine parts • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT September 13, 2005 Among ARGO-TECH CORPORATION, as Borrower, AT HOLDINGS CORPORATION, The LENDERS Party Hereto and NATIONAL CITY BANK, as Administrative Agent and Issuing Bank NATIONAL CITY BANK and J.P....Credit Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • Ohio
Schedule 1.01(a) — Purchase Documents Schedule 1.01(b) — Fiscal Quarter Ends Schedule 1.01(c) — Existing Liens Schedule 1.01(d) — Existing Investments Schedule 1.01(e) — Immaterial Subsidiaries Schedule 2.01(a) — Commitments Schedule 2.01(b) — Existing Term Loans Schedule 2.01(c) — Fourth Restatement Term Loans Schedule 2.04 — Existing Letters of Credit Schedule 3.05 — Real Property Schedule 3.06 — Disclosed Matters Schedule 3.12 — Subsidiaries Schedule 3.13 — Insurance Schedule 3.14 — Labor Matters Schedule 6.10 — Existing Restrictions
AGREEMENT --------- SECTION 1 DEFINITIONS -----------Supplemental Stockholders Agreement • October 17th, 1997 • Argo Tech Corp • Delaware
1 Exhibit 10.33 AT Holdings Corporation 1998 Equity Replacement Stock Option Plan Nonqualified Stock Option Agreement ----------------------------------- This AGREEMENT (the "Agreement") is made as of December 17, 1998 by and between AT HOLDINGS...Nonqualified Stock Option Agreement • March 2nd, 1999 • Argo Tech Corp • Aircraft engines & engine parts • Delaware
COLLATERAL ASSIGNMENT SPLIT DOLLAR INSURANCE AGREEMENTSplit Dollar Insurance Agreement • September 13th, 2005 • Argo Tech Corp • Aircraft engines & engine parts • Ohio
This Split Dollar Agreement (the “Agreement”) is established and effective between ARGO-TECH CORPORATION, organized and existing under the laws of the State of Delaware (the “Company”), and Paul R. Keen, a key employee and executive of the Company (the “Participant”), as of the 1st day of January, 1996.
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
AGREEMENT, dated as of the 28th day of October, 2005, by and among Argo-Tech Corporation, a Delaware corporation (the “Company”), and Paul R. Keen (the “Executive”).
INCENTIVE UNIT GRANT AGREEMENTIncentive Unit Grant Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • Delaware
This INCENTIVE UNIT GRANT AGREEMENT (this “Agreement”) is made as of October 28, 2005, by and between V.G.A.T. Investors, LLC, a Delaware limited liability company (the “Company”), and (the “Executive”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
This PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of October 28, 2005 between (the “Service Provider”) and AT Holdings Corporation, a Delaware corporation (the “Company”).
NONQUALIFIED DEFERRED COMPENSATION AGREEMENTNonqualified Deferred Compensation Agreement • September 13th, 2005 • Argo Tech Corp • Aircraft engines & engine parts
This Deferred Compensation Agreement (the “Agreement”) is established and effective between ARGO-TECH CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Frances S. St Clair, a key employee and executive of the Company (the “Participant”), as of the 28th day of December, 1995.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 25, 2005, is made by and among Argo-Tech Corporation, a Delaware corporation (the “Company”), Argo-Tech Corporation (Aftermarket), a Delaware corporation (“Aftermarket”), Argo-Tech Corporation (HBP), a Delaware corporation (“HBP”), Argo-Tech Corporation (OEM), a Delaware corporation (“OEM”), Argo-Tech Corporation Costa Mesa, a California corporation (“Costa Mesa”) and Durodyne, Inc., an Arizona corporation (“Durodyne,” and together with Aftermarket, HBP, OEM and Costa Mesa, the “Subsidiary Guarantors”), and BNY Midwest Trust Company, an Illinois trust company organized under the laws of the State of Illinois (the “Trustee”), as Trustee.
AGREEMENT AND PLAN OF MERGER BY AND AMONG AT HOLDINGS CORPORATION ARGO-TECH CORPORATION GREATBANC TRUST COMPANY, AS TRUSTEE FOR THE ARGO-TECH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN V. G. A. T. INVESTORS, LLC VAUGHN MERGER SUB, INC. Dated as of...Merger Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 13, 2005, is by and among AT HOLDINGS CORPORATION, a Delaware corporation (the “Company”), Argo-Tech Corporation, a Delaware corporation (“Argo-Tech”), The Argo-Tech Corporation Employee Stock Ownership Plan and Trust (the “ESOP”), acting herein through GreatBanc Trust Company in its capacity as trustee of the ESOP (the “Trustee”), V. G. A. T. Investors, LLC, a Delaware limited liability company (“Parent”), and Vaughn Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Acquisition Sub”).
SUPPLEMENTAL STOCKHOLDERS AGREEMENT AMONG AT HOLDINGS CORPORATION, ARGO-TECH CORPORATION, AND SOCIETY NATIONAL BANK, AS TRUSTEESupplemental Stockholders Agreement • October 17th, 1997 • Argo Tech Corp • Delaware
FIFTH AMENDMENT TO THE ARGO-TECH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT As Amended and Restated Effective November 1, 2001Employee Stock Ownership Plan and Trust Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts
Pursuant to Section 13.02 of the Argo-Tech Corporation Employee Stock Ownership Plan and Trust Agreement, as amended and restated effective November 1, 2001 (the “Plan”), the Plan is hereby amended as follows:
AMENDMENT AND WAIVERAmendment and Waiver • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
THIS AMENDMENT AND WAIVER, dated as of October 28, 2005 (this “Amendment and Waiver”), is made by and among (the “Option Holder”), AT Holdings Corporation, a Delaware corporation (the “Company”), Argo-Tech Corporation, a Delaware corporation (“Argo-Tech”), and V.G.A.T. Investors, LLC, a Delaware limited liability company (“Parent”).
