Common use of PREVIOUS TRANSACTIONS Clause in Contracts

PREVIOUS TRANSACTIONS. As a result of past transactions, a hybrid debt instrument or convertible debt (the “ORA”) in the initial principal amount of €45 million was issued by Auxitrol Technologies, S.A. (“Auxitrol Tech”) to ETD. ETD transferred the ORA to Esterline as partial payment of an inter-company loan from Esterline to ETD. The obligations of Auxitrol Tech were assumed by Auxitrol S.A. by operation of law when Auxitrol Tech was merged into Auxitrol S.A. on February 23, 2007. On August 9, 2007, Esterline sold the interest receivable in the ORA to ETD in exchange for a note payable to Esterline. ETD converted interest receivable on the ORA into capital through a share capital increase in Auxitrol S.A. As described in Part I, Step 2described in Section 1.2 above, ETD is to be dissolved in 2011 and the assets of ETD will be distributed to Esterline. Required Lender consent is requested for these past steps.