AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 22, 1998 AMONG THE B.F.GOODRICH COMPANY, RUNWAY ACQUISITION CORPORATION AND COLTEC INDUSTRIES INCAgreement and Plan of Merger • November 24th, 1998 • Goodrich B F Co • Guided missiles & space vehicles & parts • Pennsylvania
THE BANK OF NEW YORK Rights Agent Rights AgreementRights Agreement • June 19th, 1997 • Goodrich B F Co • Chemicals & allied products • 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 10(OO) INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, dated as of May 31, 2002 (this "Agreement"), by and among Goodrich Corporation, a New York corporation ("Goodrich"), EnPro Industries, Inc., a North Carolina corporation ("EnPro"),...Indemnification Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
1 Exhibit 4.3 GUARANTEE AGREEMENTGuarantee Agreement • April 7th, 1999 • Goodrich B F Co • 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 MERGERAgreement and Plan of Merger • September 25th, 1997 • Goodrich B F Co • Chemicals & allied products • Delaware
EXHIBIT 2 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 27th, 1997 • Goodrich B F Co • Chemicals & allied products • Kentucky
1 Exhibit 1A THE B.F.GOODRICH COMPANY Debt Securities UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 27th, 1998 • Goodrich B F Co • Chemicals & allied products • New York
EXHIBIT 2(A) DISTRIBUTION AGREEMENTDistribution Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
ANDIndenture • April 7th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • New York
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...Goodrich Corp • December 9th, 2002 • 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
Among GOODRICH CORPORATION, as Company THE INITIAL LENDERS NAMED HEREIN, as LendersDay Credit Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
Pricing AgreementGoodrich Corp • December 9th, 2002 • Guided missiles & space vehicles & parts
EXHIBIT 10(G) AMENDMENT NO. 1 TO THE THREE YEAR CREDIT AGREEMENTGoodrich Corp • February 24th, 2004 • Guided missiles & space vehicles & parts • New York
EXHIBIT 1.a THE B.F.GOODRICH COMPANY Debt Securities Underwriting AgreementGoodrich B F Co • April 28th, 1999 • Guided missiles & space vehicles & parts • New York
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
Among GOODRICH CORPORATION as Company and364-Day Credit Agreement • November 5th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
EXHIBIT 10.1 THREE YEAR CREDIT AGREEMENT Dated as of August 20, 2003Year Credit Agreement • November 12th, 2003 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
AGREEMENT AND PLAN OF MERGER by and among UNITED TECHNOLOGIES CORPORATION, CHARLOTTE LUCAS CORPORATION and GOODRICH CORPORATION dated as of September 21, 2011Agreement and Plan of Merger • September 22nd, 2011 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 21, 2011, by and among United Technologies Corporation, a Delaware corporation (“Parent”), Charlotte Lucas Corporation, a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Goodrich Corporation, a New York corporation (the “Company”).
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”).
WITNESSETH:Supplemental Executive Retirement Plan Agreement • March 4th, 1999 • Goodrich B F Co • Guided missiles & space vehicles & parts • Ohio
RECITALSDirector and Officer Indemnification Agreement • August 12th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
AGREEMENT FOR SALE AND PURCHASE OF ASSETS BETWEEN THE B.F.GOODRICH COMPANY ("Seller") AND PMD GROUP INC. ("Buyer")Goodrich B F Co • February 23rd, 2001 • 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
andGoodrich Corp • August 12th, 2002 • Guided missiles & space vehicles & parts • New York
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.
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...Officer Indemnification Agreement • February 24th, 2004 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
ARTICLE I AMENDMENTSMaster Agreement of Purchase and Sale • October 16th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
WITNESSETHSecond Supplemental Indenture • December 9th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
Among GOODRICH CORPORATION as Company andThree Year Credit Agreement • November 5th, 2002 • Goodrich Corp • Guided missiles & space vehicles & parts • New York
RESTRICTED STOCK UNIT 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.
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
