EXHIBIT 2(A) DISTRIBUTION AGREEMENTDistribution Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
ANDFirst Supplemental Indenture • April 7th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 22, 1998 AMONG THE B.F.GOODRICH COMPANY, RUNWAY ACQUISITION CORPORATION AND COLTEC INDUSTRIES INCMerger Agreement • November 24th, 1998 • Goodrich B F Co • Guided missiles & space vehicles & parts • Pennsylvania
EXHIBIT 1.a THE B.F.GOODRICH COMPANY Debt Securities Underwriting AgreementUnderwriting Agreement • April 28th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • New York
THE BANK OF NEW YORK Rights Agent Rights AgreementRights Agreement • June 19th, 1997 • Goodrich B F Co • Chemicals & allied products • New York
1 Exhibit 4.3 GUARANTEE AGREEMENTGuarantee Agreement • April 7th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • New York
RECITALSIndemnification Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 2 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Agreement"), dated February ___, 1999, is entered by and between The B.F. Goodrich Company, a Delaware corporation ("Goodrich") and ProActive Finance...Assignment and Assumption Agreement • January 12th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts
This Assignment and Assumption Agreement (this "Agreement"), dated February ___, 1999, is entered by and between The B.F. Goodrich Company, a Delaware corporation ("Goodrich") and ProActive Finance Group, LLC, a Texas limited liability company ("ProActive").
EXHIBIT 1.1 GOODRICH CORPORATION Debt Securities Underwriting Agreement December 4, 2002 J.P. Morgan Securities Inc. 270 Park Avenue New York, NY 10017 Banc One Capital Markets, Inc. 1 Bank One Plaza Chicago, IL 60670 Salomon Smith Barney Inc. 388...Underwriting Agreement • December 9th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 2 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 27th, 1997 • Goodrich B F Co • Chemicals & allied products • Kentucky
Among GOODRICH CORPORATION as Company andCredit Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
SECTION I STOCK PURCHASEStock Purchase Agreement • January 12th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • Texas
OF MERGERMerger Agreement • September 25th, 1997 • Goodrich B F Co • Chemicals & allied products • Delaware
EXHIBIT 10.1 THREE YEAR CREDIT AGREEMENT Dated as of August 20, 2003Credit Agreement • November 12th, 2003 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
Among GOODRICH CORPORATION as Company and364-Day Credit Agreement • November 5th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
Pricing AgreementPricing Agreement • December 9th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts
Among GOODRICH CORPORATION as Company andCredit Agreement • November 5th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 10(MM) TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
AMENDMENT NO. 1Credit Agreement • October 16th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts
EXHIBIT 10(NN) EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 10(Z) FORM OF MANAGEMENT CONTINUITY AGREEMENT Goodrich Corporation ("Goodrich") entered into a Management Continuity Agreement identical to the form attached hereto with each of the following Goodrich executive officers on the dates indicated....Management Continuity Agreement • February 24th, 2004 • Goodrich Corp • Guided missiles & space vehicles & parts • North Carolina
WITNESSETH:Supplemental Executive Retirement Plan Agreement • March 4th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • Ohio
EXHIBIT 10(AA) FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT Goodrich Corporation ("Goodrich") entered into a Director and Officer Indemnification Agreement identical to the form attached hereto with each of the following Goodrich directors...Director and Officer Indemnification Agreement • February 24th, 2004 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 10(G) AMENDMENT NO. 1 TO THE THREE YEAR CREDIT AGREEMENTThree Year Credit Agreement • February 24th, 2004 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
GOODRICH CORPORATION Debt Securities Underwriting AgreementUnderwriting Agreement • September 10th, 2010 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
From time to time Goodrich Corporation, a New York corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).
AGREEMENT FOR SALE AND PURCHASE OF ASSETS BETWEEN THE B.F.GOODRICH COMPANY ("Seller") AND PMD GROUP INC. ("Buyer")Agreement for Sale and Purchase of Assets • February 23rd, 2001 • Goodrich B F Co • Guided missiles & space vehicles & parts • New York
GOODRICH CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2006 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
Goodrich Corporation, a New York corporation (the “Company”), has made an offer (the “Exchange Offer”) to exchange (i) its 6.29% Notes due 2016 (the “2016 Notes”) to be issued pursuant to the Indenture, dated as of May 1, 1991 (the “Indenture”), between the Company, formerly The B.F. Goodrich Company, and The Bank of New York Trust Company, N.A, as successor trustee (the “Trustee”), and a Third Supplemental Indenture thereto dated the date of this Agreement between the Company and the Trustee (the “Third Supplemental Indenture”) and specified amounts of cash for any and all of its issued and outstanding (x) 7-1/2% Notes due 2008, (y) 6.45% Notes due 2008 and (z) 6.60% Notes due 2009 held by eligible holders; and (ii) its 6.80% Notes due 2036 (the “2036 Notes” and together with the 2016 Notes, the “Securities”) to be issued pursuant to the Indenture and a Fourth Supplemental Indenture thereto dated to date of this Agreement between the Company and the Trustee (together with the Third Su
FORM OF FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 9th, 2006 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of , 2006 (this “Supplemental Indenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • December 13th, 2007 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
THIS STOCK OPTION AWARD AGREEMENT (hereinafter, the “Agreement”) is made as of this ___day of , , by and between Goodrich Corporation, a New York corporation (the “Company”), and (the “Optionee”). For the purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.
FIVE YEAR CREDIT AGREEMENT Dated as of May 20, 2011Credit Agreement • May 23rd, 2011 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
CRAVATH, SWAINE & MOORE LETTERHEAD] [New York Office]Agreement and Plan of Merger • March 8th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts
andTax Matters Arrangements • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
RESTRICTED STOCK UNIT SPECIAL AWARD AGREEMENT THIS AGREEMENT CONSTITUTES PART OF THE PROSPECTUS COVERING SECURITIES REGISTERED UNDER THE SECURITIES ACT OF 1933.Restricted Stock Unit Award Agreement • November 3rd, 2005 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (hereinafter, the “Agreement”) made as of the ______ day of ____________, ____________, between Goodrich Corporation, a New York corporation (the “Company”), and ____________ (the “Employee”). For purposes of this Agreement, all capitalized terms not defined herein shall have the meanings ascribed thereto under the terms of the Goodrich Corporation 2001 Equity Compensation Plan (as amended, the “Plan”), unless otherwise noted.
WITNESSETHSecond Supplemental Indenture • December 9th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 10(U) FORM OF DISABILITY BENEFIT AGREEMENT Goodrich Corporation ("Goodrich") entered into a Disability Benefit Agreement identical to the form attached hereto with each of the following Goodrich executive officers on the dates indicated. Date...Disability Benefit Agreement • February 24th, 2004 • Goodrich Corp • Guided missiles & space vehicles & parts
