CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • March 30th, 2006 • TD Group Holdings, LLC • Aircraft parts & auxiliary equipment, nec • Delaware
This Contribution and Exchange Agreement, dated as of March 2, 2006 (this “Agreement”), is entered into by and among TD Group Holdings, LLC, a Delaware limited liability company (the “Company”), Warburg Pincus Private Equity VIII, L.P. (“Warburg Pincus”) and the other Persons whose names are set forth on Schedule I hereto (together with Warburg Pincus, the “Members”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Section 8.1 of this Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF TD GROUP HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY THESE MEMBERSHIP UNITS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER ANY FEDERAL OR STATE SECURITIES LAWS. THESE MEMBERSHIP UNITS ARE SUBJECT TO...Limited Liability Company Agreement • March 30th, 2006 • TD Group Holdings, LLC • Aircraft parts & auxiliary equipment, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) is entered into as of March 2, 2006, by and among Warburg Pincus Private Equity VIII, L.P. (together with any successor thereto, the “Managing Member”), the other Persons whose names are set forth on the signature pages hereto and such other Persons (other than the Managing Member) listed from time to time on Schedule I hereto (such Persons, the “Non-Managing Members” and, together with the Managing Member, the “Members,” and individually each such Person is hereinafter referred to as a “Member”), and TD Group Holdings, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Section 21 of this Agreement.
