REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • New York
This REGISTRATION RIGHTS AGREEMENT dated August 20, 2004 (the “Agreement”) is entered into by and among Standard Aero Holdings, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto or that may later become a party hereto pursuant to a joinder agreement (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Lehman Brothers, Inc. and Credit Suisse First Boston LLC (the “Initial Purchasers”).
CREDIT AGREEMENT among STANDARD AERO HOLDINGS, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN COMMERCIAL PAPER INC. and CREDIT SUISSE FIRST BOSTON, as Co-Syndication Agents and JPMORGAN CHASE BANK, as Administrative...Credit Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • New York
CREDIT AGREEMENT (this “Agreement”), dated as of August 24, 2004, among STANDARD AERO HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”). Lehman Commercial Paper Inc. and Credit Suisse First Boston, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), and JPMorgan Chase Bank, as Administrative Agent.
EMPLOYMENT AGREEMENTAgreement • April 28th, 2005 • Standard Aero Holdings Inc. • Manitoba
NOW THEREFORE WITNESSETH that in consideration of the premises and the mutual covenants herein contained, the parties hereto covenant and agree as follows:
AMENDING AGREEMENTAmending Agreement • April 28th, 2005 • Standard Aero Holdings Inc.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:
STOCKHOLDERS AGREEMENT OF STANDARD AERO ACQUISITION HOLDINGS, INC.Stockholders Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of this 22nd day of December, 2004, by and among Standard Aero Acquisition Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners III, L.P., a Delaware limited partnership (the “Principal Stockholder”), the Persons listed on Exhibit A hereto (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party” and together as the “Parties”. The Principal Stockholder, together with (i) any Affiliate (as defined below) of the Principal Stockholder that is a subsequent transferee of any shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) any Affiliates of the Principal Stockholder to which the Company may hereafter issue shares of Common Stock, in each case, that executes a copy of this Agreement are sometimes collectively referred to herein as the “Acquiri
STANDARD AERO HOLDINGS, INC. 81/4% Senior Subordinated Notes due 2014 Purchase AgreementPurchase Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • New York
Standard Aero Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $200,000,000 principal amount of its 81/4% Senior Subordinated Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of August 20, 2004 (the “Indenture”) among the Company, (as later supplemented by a supplemental indenture (the “Supplemental Indenture”) entered into by the subsidiary guarantors listed in Schedule 3 hereto (the “Guarantors”)) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors (the “Guarantees”).
STOCKHOLDERS AGREEMENT OF STANDARD AERO ACQUISITION HOLDINGS, INC.Stockholders Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of this 22nd day of December, 2004, by and among Standard Aero Acquisition Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners III, L.P., a Delaware limited partnership (the “Principal Stockholder”), the Persons listed on Exhibit A hereto (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party” and together as the “Parties”. The Principal Stockholder, together with (i) any Affiliate (as defined below) of the Principal Stockholder that is a subsequent transferee of any shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) any Affiliates of the Principal Stockholder to which the Company may hereafter issue shares of Common Stock, in each case, that executes a copy of this Agreement are sometimes collectively referred to herein as the “Acquiri
SUPPLEMENTAL INDENTURESupplemental Indenture • April 28th, 2005 • Standard Aero Holdings Inc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 3, 2005, among Standard Aero (US), Inc. (f/k/a Dunlop Standard Aerospace (U.S.) Inc.); Standard Aero (US) Legal, Inc. (f/k/a Dunlop Standard Aerospace (US) Legal, Inc.); Standard Aero Inc.; Standard Aero Materials, Inc. (f/k/a Dunlop Aerospace Parts Inc.); Standard Aero (San Antonio) Inc.; Standard Aero (Alliance) Inc.; Standard Aero Canada, Inc.; 3091781 Nova Scotia Company; 3091782 Nova Scotia Company; 3091783 Nova Scotia Company; Standard Aero Limited; Not FM Canada Inc.; Standard Aero (Netherlands) B.V. (f/k/a Dunlop Standard Aerospace (Nederland) BV) and Standard Aero BV (the “Guarantors”), each a direct or indirect subsidiary of Standard Aero Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORSupplemental Indenture • April 28th, 2005 • Standard Aero Holdings Inc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 24, 2004, among Dunlop Standard Aerospace (Nederland) BV and Standard Aero BV (each a “Guarantor” and collectively the “Guarantors”), each a direct or indirect subsidiary of Standard Aero Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
SERVICE AGREEMENT as PresidentService Agreement • April 28th, 2005 • Standard Aero Holdings Inc.
The Executive has agreed to be employed by the Company to serve the Company and its Associated Companies as President on the terms and conditions set out in this Agreement in substitution for any previous agreement or arrangement.
AMENDING AGREEMENTAmending Agreement • April 28th, 2005 • Standard Aero Holdings Inc.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:
AGREEMENT RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF DUNLOP STANDARD AEROSPACE GROUP LIMITEDAgreement • April 28th, 2005 • Standard Aero Holdings Inc. • England
SEPARATION AGREEMENT RELATING TO THE DESIGN AND MANUFACTURING DIVISION AND THE ENGINE REPAIR AND OVERHAUL DIVISION OF THE DUNLOP STANDARD AEROSPACE GROUPAgreement • April 28th, 2005 • Standard Aero Holdings Inc. • England
SUPPLEMENTAL INDENTURE TO BE DELIVERED BY GUARANTORSupplemental Indenture • April 28th, 2005 • Standard Aero Holdings Inc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 24, 2004, among Dunlop Standard Aerospace (US) Inc., Dunlop Standard Aerospace (US) Legal Inc., Standard Aero, Inc., Dunlop Aerospace Parts, Inc., Standard Aero (San Antonio) Inc., Standard Aero (Alliance) Inc., Standard Aero Canada, Inc., 3091781 Nova Scotia Company, 3091782 Nova Scotia Company, 3091783 Nova Scotia Company, Standard Aero Limited, Not FM Canada Inc. (each a “Guarantor” and collectively the “Guarantors”), each a direct or indirect subsidiary of Standard Aero Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
AGREEMENT RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED AND OUTSTANDING CAPITAL STOCK OF DUNLOP STANDARD AEROSPACE (U.S.), INC., STANDARD AERO LIMITED, STANDARD AERO (ASIA) PTE LIMITED, STANDARD AERO (AUSTRALIA) PTY LIMITED AND DUNLOP...Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • England
AMENDING AGREEMENTAmending Agreement • April 28th, 2005 • Standard Aero Holdings Inc.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:
CDN GUARANTEE AND COLLATERAL AGREEMENT made by STANDARD AERO LIMITED NOT FM CANADA INC. 3091781 NOVA SCOTIA COMPANY 3091782 NOVA SCOTIA COMPANY 3091783 NOVA SCOTIA COMPANY and 6269044 CANADA INC. in favor of JPMORGAN CHASE BANK, as Administrative...Guarantee and Collateral Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • Ontario
CDN GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 24, 2004, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMorgan Chase Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of August 24, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Standard Aero Holdings, Inc. (the “Borrower”), the Lenders, Lehman Commercial Paper Inc. and Credit Suisse First Boston, as co-syndication agents and the Administrative Agent.
SUPPLEMENTAL INDENTURESupplemental Indenture • April 28th, 2005 • Standard Aero Holdings Inc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 31, 2005, among Standard Aero (US), Inc. (f/k/a Dunlop Standard Aerospace (U.S.) Inc.); Standard Aero (US) Legal, Inc. (f/k/a Dunlop Standard Aerospace (US) Legal, Inc.); Standard Aero Inc.; Standard Aero Materials, Inc. (f/k/a Dunlop Aerospace Parts Inc.); Standard Aero (San Antonio) Inc.; Standard Aero (Alliance) Inc.; Standard Aero Canada, Inc.; 3091781 Nova Scotia Company; 3091782 Nova Scotia Company; 3091783 Nova Scotia Company; Standard Aero Limited; Not FM Canada Inc. and Standard Aero Redesign Services Inc. (the “Guarantors”), each a direct or indirect subsidiary of Standard Aero Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as trustee under the indenture referred to below (the "Trustee”).
STOCKHOLDERS AGREEMENT OF STANDARD AERO ACQUISITION HOLDINGS, INC.Stockholders Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of this 22nd day of December, 2004, by and among Standard Aero Acquisition Holdings, Inc., a Delaware corporation (the “Company”), Carlyle Partners III, L.P., a Delaware limited partnership (the “Principal Stockholder”), the Persons listed on Exhibit A hereto (each individually, a “Management Stockholder,” and collectively, the “Management Stockholders”). These parties are sometimes referred to herein individually by name or as a “Party” and together as the “Parties”. The Principal Stockholder, together with (i) any Affiliate (as defined below) of the Principal Stockholder that is a subsequent transferee of any shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and (ii) any Affiliates of the Principal Stockholder to which the Company may hereafter issue shares of Common Stock, in each case, that executes a copy of this Agreement are sometimes collectively referred to herein as the “Acquiri
GUARANTEE AND COLLATERAL AGREEMENT made by STANDARD AERO ACQUISITION HOLDINGS, INC. STANDARD AERO HOLDINGS, INC. and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, as Administrative Agent Dated as of August 24, 2004Guarantee and Collateral Agreement • April 28th, 2005 • Standard Aero Holdings Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 24, 2004, made by each of the signatories hereto, in favor of JPMorgan Chase Bank, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of August 24, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Standard Aero Holdings, Inc. (the “Borrower”), the Lenders and the Administrative Agent.
