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
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”).
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”).
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”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of October 26, 2005 by and among AT HOLDINGS CORPORATION, a Delaware corporation (the “Company”), ARGO-TECH CORPORATION, a Delaware corporation (“Argo-Tech”), GREATBANC TRUST COMPANY, an Illinois corporation (the “Trustee”), in its capacity as trustee for The Argo-Tech Corporation Employee Stock Ownership Plan, V.G.A.T. INVESTORS, LLC, a Delaware limited liability company (“Parent”), and VAUGHN MERGER SUB, INC., a Delaware corporation (“Acquisition Sub”).
FOURTH 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, effective September 15, 2005, as follows:
NON SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Solicitation and Confidentiality Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts • New York
THIS NON SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as of October 28, 2005, by and between Francis St. Clair (“Employee”) and Argo-Tech Corporation, a Delaware corporation (the “Company”).
Amendment to Argo-Tech Corporation Trust Agreement and Michael S. Lipscomb Stay Pay AgreementTrust Agreement and Stay Pay Agreement • January 27th, 2006 • Argo Tech Corp • Aircraft engines & engine parts
This Amendment (the “Amendment”) to the Argo-Tech Corporation Trust Agreement dated October 28, 1994, as amended November 22, 2002 (the “Rabbi Trust”), and to the Stay Pay Agreement dated February 13, 1989 (the “Stay Pay Agreement”) between Argo-Tech Corporation (HBP), formerly known as Argo-Tech Corporation (“Argo-Tech”), and Michael S. Lipscomb (the “Beneficiary”) is by and between Argo-Tech and the Beneficiary.
