Argo Tech Corp Sample Contracts

Argo Tech Corp – Argo-Tech Corporation Begins Tender Offer and Consent Solicitation for Its 9 1/4% Senior Notes Due 2011 February 20, 2007 (February 26th, 2007)

Cleveland, Feb. 20/Argo-Tech Corporation (the “Company”), today announced that it has initiated a cash tender offer to purchase all of the $250,000,000 outstanding aggregate principal amount of its 9 1/4% Notes due 2011 (CUSIP No. 040146AJ1). Also, in conjunction with the tender offer, the Company is soliciting consents to amend the indenture governing the Notes to eliminate certain restrictive covenants contained in the indenture. The tender offer is scheduled to expire at 9:00 A.M., New York City time on March 20, 2007 (the “Expiration Time”), unless extended or earlier terminated.

Argo Tech Corp – SECOND AMENDMENT TO THE ARGO-TECH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN EXCESS BENEFITS PLAN As Amended and Restated Effective November 1, 2001 (January 27th, 2006)

WHEREAS, Argo-Tech Corporation has established the Argo-Tech Corporation Employee Stock Ownership Plan Excess Benefit Plan (the “Plan”), effective as of May 17, 1994; and

Argo Tech Corp – AMENDMENT AND WAIVER (January 27th, 2006)

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”).

Argo Tech Corp – NON SOLICITATION AND CONFIDENTIALITY AGREEMENT (January 27th, 2006)

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”).

Argo Tech Corp – FOURTH AMENDMENT TO THE ARGO-TECH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT As Amended and Restated Effective November 1, 2001 (January 27th, 2006)

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:

Argo Tech Corp – EMPLOYMENT AGREEMENT (January 27th, 2006)

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”).

Argo Tech Corp – ARGO-TECH CORPORATION 23555 Euclid Avenue Cleveland, OH 44117 October 28, 2005 (January 27th, 2006)

This letter agreement (this “Agreement”) is not an employment contract nor does it alter your status as an at-will employee of the Company. Just as you remain free to leave the employ of the Company at any time, so too does the Company retain its right to terminate your employment without notice, at any time, for any reason. However, the Company believes that, both prior to and at the time a change in control is anticipated or occurring, it is necessary to have your continued attention and dedication to your assigned duties without distraction. Therefore, should you still be an employee of the Company at such time, the Company agrees that you shall receive the severance benefits hereinafter set forth in the event your employment with the Company terminates in contemplation of or subsequent to a “Change in Control” (as defined in Section 1 hereof) under the circumstances described below.

Argo Tech Corp – Amendment to Argo-Tech Corporation Trust Agreement and Michael S. Lipscomb Stay Pay Agreement (January 27th, 2006)

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.

Argo Tech Corp – EMPLOYMENT AGREEMENT (January 27th, 2006)

AGREEMENT, dated as of the 28th day of October, 2005, by and among Argo-Tech Corporation, a Delaware corporation (the “Company”), and Michael S. Lipscomb (the “Executive”).

Argo Tech Corp – INCENTIVE UNIT GRANT AGREEMENT (January 27th, 2006)

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”).

Argo Tech Corp – 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. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, N.A., as Issuing Bank and Syndication Agent GENERAL ELECTRIC CAPITAL CORPORATION and FIRSTMERIT BANK, N.A. as Co-Documentation Agents (January 27th, 2006)

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

Argo Tech Corp – FIFTH AMENDMENT TO THE ARGO-TECH CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT As Amended and Restated Effective November 1, 2001 (January 27th, 2006)

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:

Argo Tech Corp – FIRST SUPPLEMENTAL INDENTURE (January 27th, 2006)

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.

Argo Tech Corp – PROFESSIONAL SERVICES AGREEMENT (January 27th, 2006)

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”).

Argo Tech Corp – Argo-Tech Corporation Announces Extension of Consent Solicitation and Receipt of Requisite Consents with respect to its 91/4% Senior Notes (October 20th, 2005)

This announcement is for informational purposes only. It does not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents. The consent solicitation is made solely by means of the Consent Solicitation Statement.

Argo Tech Corp – Argo-Tech Corporation Commences Consent Solicitation with respect to its 91/4% Senior Notes (October 6th, 2005)

CLEVELAND, OH., October 6, 2005 — Argo-Tech Corporation announced today that it has commenced a consent solicitation with respect to its $250 million outstanding principal amount of 91/4% Senior Notes due 2011 to effect certain proposed amendments to the indenture governing the notes and to waive the requirement under the indenture that Argo-Tech make an offer to purchase the notes (pursuant to a change of control offer) following completion of the proposed sale of AT Holdings Corporation, Argo-Tech’s parent company, to V.G.A.T. Investors, LLC, an entity newly formed by Greenbriar Equity Group LLC and Vestar Capital Partners IV, L.P. to complete the proposed sale.

Argo Tech Corp – May 1, 2005 (September 13th, 2005)

In the event a “Change in Control” (as hereinafter defined) occurs and you remain employed by Argo-Tech on a full time basis through the effective date of the Change in Control, Argo-Tech shall pay you in a single lump sum on the effective date of the Change in Control, the amounts due under the last paragraph of Paragraph 1 of the Agreement. Upon any such payment, the Agreement shall be cancelled and of no further force and effect.

Argo Tech Corp – COLLATERAL ASSIGNMENT SPLIT DOLLAR INSURANCE AGREEMENT (September 13th, 2005)

This Split Dollar Agreement (the “Agreement”) is established and effective between ARGO-TECH CORPORATION, organized and existing under the laws of the State of Delaware (the “Company”), and Michael S. Lipscomb, a key employee and executive of the Company (the “Participant”), as of the 1st day of January, 1996.

Argo Tech Corp – COLLATERAL ASSIGNMENT SPLIT DOLLAR INSURANCE AGREEMENT (September 13th, 2005)

This Split Dollar Agreement (the “Agreement”) is established and effective between ARGO-TECH CORPORATION, organized and existing under the laws of the State of Delaware (the “Company”), and Frances S. St Clair, a key employee and executive of the Company (the “Participant”), as of the 1st day of January, 1996.

Argo Tech Corp – May 1, 2005 (September 13th, 2005)

In the event a “Change in Control” (as hereinafter defined) occurs and you remain employed by Argo-Tech on a full time basis through the effective date of the Change in Control, Argo-Tech shall pay you, in a single lump sum on the effective date of the Change in Control, the amount due under Section 4 of the Agreement. Upon any such payment, the Agreement, including without limitation, Argo-Tech’s obligations under Section 10, shall be cancelled and of no further force and effect.

Argo Tech Corp – COLLATERAL ASSIGNMENT SPLIT DOLLAR INSURANCE AGREEMENT (September 13th, 2005)

This Split Dollar Agreement (the “Agreement”) is established and effective between ARGO-TECH CORPORATION, organized and existing under the laws of the State of Delaware (the “Company”), and Paul R. Keen, a key employee and executive of the Company (the “Participant”), as of the 1st day of January, 1996.

Argo Tech Corp – NONQUALIFIED DEFERRED COMPENSATION AGREEMENT (September 13th, 2005)

This Deferred Compensation Agreement (the “Agreement”) is established and effective between ARGO-TECH CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Frances S. St Clair, a key employee and executive of the Company (the “Participant”), as of the 28th day of December, 1995.

Argo Tech Corp – THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (January 21st, 2005)

EXHIBIT 10.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT ("this First Amendment") is made and entered into as of the 19th day of January, 2005, by and among: (i) ARGO-TECH CORPORATION, a Delaware corporation (the "Borrower"); (ii) AT HOLDINGS CORPORATION, a Delaware corporation ("Holdings"); (iii) THE FINANCIAL INSTITUTIONS as signatory lender parties hereto and their successors and assigns (collectively, the "Lenders", with each individually being a "Lender"); (iv) NATIONAL CITY BANK, as Administrative Agent and an Issuing Bank; and (v) JPMORGAN CHASE BANK, as an Issuing Bank in respect of

Argo Tech Corp – INDENTURE (September 10th, 2004)

EXHIBIT 4.1 ================================= ARGO-TECH CORPORATION, THE SUBSIDIARY GUARANTORS PARTIES HERETO AND BNY MIDWEST TRUST COMPANY, AS TRUSTEE 9 1/4% Senior Notes due 2011 =================== INDENTURE Dated as of June 23, 2004 =================== ================================= TABLE OF CONTENTS PAGE

Argo Tech Corp – THIRD AMENDED AND RESTATED CREDIT AGREEMENT (September 10th, 2004)

Exhibit 10.1 THIRD AMENDED AND RESTATED CREDIT AGREEMENT June 23, 2004 Among ARGO-TECH CORPORATION, as Borrower, AT HOLDINGS CORPORATION, The LENDERS Party Hereto and NATIONAL CITY BANK, as Administrative Agent --------------------------- NATIONAL CITY BANK and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners JPMORGAN CHASE BANK, as Syndication Agent GENERAL ELECTRIC CAPITAL CORPORATION and

Argo Tech Corp – FOR ITS 8 5/8% SENIOR SUBORDINATED NOTES (June 17th, 2004)

Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Fran St. Clair Chief Financial Officer 216-692-6075 stclair@argo-tech.com ARGO-TECH CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR ITS 8 5/8% SENIOR SUBORDINATED NOTES CLEVELAND, OH, June 17, 2004 -- Argo-Tech Corporation today announced that it has extended its tender offer for any and all of its $195 million outstanding principal amount of 8 5/8% Senior Subordinated Notes due 2007 to 5:00 p.m., New York City time, on Friday, June 18, 2004 (unless further extended or earlier terminated by Argo-Tech). The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on Wednesday, June 1

Argo Tech Corp – Argo-Tech Corporation Commences Tender Offer and Consent Solicitation for 8 5/8% Senior Subordinated Notes (May 18th, 2004)

CLEVELAND, OH., May 18, 2004 – Argo-Tech Corporation announced today that it has commenced a tender offer for any and all of its $195 million outstanding principal amount of 8 5/8% Senior Subordinated Notes due 2007. In conjunction with the tender offer, noteholder consents are being solicited to effect certain amendments to the indentures governing the notes.

Argo Tech Corp – SCHEDULE 2.01 COMMITMENTS AND ADDRESSES FOR NOTICES Delayed Draw Revolving Credit Acquisition Lender Commitment Tranche A Term Loan Term Loan ------ ---------- ------------------- --------- JPMorgan Chase Bank 4,628,737 6,360,926 1,010,338 270 Park Avenue New York, NY 10017 Attn: Matt Massie Tel: (212) 270-5432 Fax: (212) 270-5100 National City Bank 5,785,921 7,951,157 1,262,922 1900 East Ninth Street Cleveland, OH 44114 Attn: Matt Tuohey Tel: (216) 222-3141 Fax: (216) 575-9396 Comerica Bank 1,870,781 2,570,874 408,345 500 Woodward Avenue Detroit, MI 48226-3268 Attn: (313) 222-3801 Tel: (313) (March 11th, 2003)

EXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT dated as of January 24, 2003, among ARGO-TECH CORPORATION (the "Borrower"), AT HOLDINGS CORPORATION ("Holdings"), the Lenders party hereto and JPMORGAN CHASE BANK, as Administrative Agent, under the Credit Agreement dated as of July 18, 1997, as amended and restated as of September 26, 1997, among the Borrower, Holdings, the lenders referred to therein and the Administrative Agent, as in effect on the date hereof (the "Existing Credit Agreement"). WHEREAS Holdings and the Borrower have requested, and the Restatement Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Existing Credit Agreement be amended and restated as provided herein; NOW, THEREFORE, Holdings, the Borrower, the Restatement Lenders and the Administrative Agent hereby agree as follows: SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms

Argo Tech Corp – TRUST AGREEMENT (January 24th, 2003)

Exhibit 10.36 AMENDMENT TO ARGO-TECH CORPORATION TRUST AGREEMENT This Amendment ("Amendment") to the Argo-Tech Corporation Trust Agreement ("Rabbi Trust") is entered into on this 22 day of November, 2002 by and between Argo-Tech Corporation (HBP) (fka Argo-Tech Corporation; the "Corporation") and Michael S. Lipscomb ("Beneficiary"). Whereas the Beneficiary and the Corporation entered into a certain Stay Pay Agreement ("Stay Pay Agreement") on February 13, 1989; and Whereas, the Corporation executed the Rabbi Trust on October 28, 1994, which trust was intended to secure amounts due under the Stay Pay Agreement; and Whereas, the Beneficiary wishes to cause the Rabbi Trust to make certain investments and is willing to bear the risk of the diminution in value of sam

Argo Tech Corp – 1991 PERFORMANCE STOCK OPTION PLAN (September 11th, 2001)

1 EXHIBIT 10.1 AMENDMENT TO 1991 PERFORMANCE STOCK OPTION PLAN WHEREAS, the 1991 Performance Stock Option Plan (the "Plan") has been established by AT Holdings Corporation ("Holdings") and Argo-Tech Corporation ("Argo-Tech"); and WHEREAS, Holdings and Argo-Tech deem it desirable to amend the Plan; NOW THEREFORE, effective June 12, 2001, the Plan is hereby amended as follows: The third sentence of Paragraph 3 shall be deleted in its entirety and there shall be substituted therefor the following: "No option shall be exercised after November 9, 2011, and options not exercised by November 9, 2011 shall be automatically forfeited." Executed at Cleveland, Ohio, this 12th day of June, 2001. AT HOLDINGS CORPORATION

Argo Tech Corp – 1998 EQUITY REPLACEMENT STOCK OPTION PLAN (September 11th, 2001)

1 EXHIBIT 10.2 AMENDMENT TO 1998 EQUITY REPLACEMENT STOCK OPTION PLAN WHEREAS, the 1998 Equity Replacement Stock Option Plan (the "Plan") has been established by AT Holdings Corporation ("Holdings"); and WHEREAS, Holdings deems it desirable to amend the Plan; NOW THEREFORE, effective June 12, 2001, the Plan is hereby amended as follows: The third sentence of Paragraph 3 shall be amended by adding, at the beginning thereof, "Except as approved by the Board." Executed at Cleveland, Ohio, this 12th day of June, 2001. AT HOLDINGS CORPORATION By: /s/ Paul R. Keen -----------------------------

Argo Tech Corp – 1991 MANAGEMENT INCENTIVE STOCK OPTION PLAN (September 11th, 2001)

1 EXHIBIT 10.3 AMENDMENT TO 1991 MANAGEMENT INCENTIVE STOCK OPTION PLAN WHEREAS, the 1991 Management Incentive Stock Option Plan (the "Plan") has been established by AT Holdings Corporation ("Holdings") and Argo-Tech Corporation ("Argo-Tech"); and WHEREAS, Holdings and Argo-Tech deem it desirable to amend the Plan; NOW THEREFORE, effective June 12, 2001, the Plan is hereby amended as follows: The third sentence of Paragraph 3 shall be deleted in its entirety and there shall be substituted therefor the following: "No option shall be exercised after November 9, 2011, and options not exercised by November 9, 2011 shall be automatically forfeited." Executed at Cleveland, Ohio, this 12th day of June, 2001. AT HOLDINGS CORP

Argo Tech Corp – 1998 SUPPLEMENTAL STOCKHOLDERS AGREEMENT (January 28th, 2000)

1 Exhibit 10.13 ------------- AT HOLDINGS CORPORATION 1998 SUPPLEMENTAL STOCKHOLDERS AGREEMENT THIS SUPPLEMENTAL STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of December 17, 1998, is made by and among AT Holdings Corporation, a Delaware corporation (the "Corporation"), Argo-Tech Corporation, a Delaware corporation ("Argo-Tech") and Key Trust Company of Ohio, N.A., in its capacity as Trustee (the "Trustee") under the Argo-Tech Corporation Employee Stock Ownership Plan and Trust Agreement (the "Argo-Tech ESOP"). RECITALS -------- WHEREAS, the parties hereto believe that it is in the best interest of the Corporation, Argo-Tech, and the Corporation's stockholders for the Trustee to join

Argo Tech Corp – 1998 INCENTIVE PLAN (January 28th, 2000)

1 Exhibit 10.29 AT HOLDINGS CORPORATION 1998 INCENTIVE PLAN 2 AT HOLDINGS CORPORATION 1998 Incentive Plan ------------------- 1. AT Holdings Corporation, a Delaware corporation (the "Company"), and Argo-Tech Corporation, a Delaware corporation ("Argo-Tech Corporation"), hereby establish the AT Holdings Corporation 1998 Incentive Plan (the "Plan"). The total number of shares that may be issued and sold under options granted pursuant to the Plan will not exceed 100,000 shares of the Common Stock of the Company, par value $.001 per share ("Common Stock"), except to the extent of adjustments authorized by Paragraph 5 of the Plan. Such shares of Common Stock may be treasury shares, shares of original issue, shares held by Argo-Tech Corporation or

Argo Tech Corp – STOCKHOLDERS AGREEMENT (January 28th, 2000)

1 Exhibit 10.12 ------------- AT HOLDINGS CORPORATION ------------------------- STOCKHOLDERS AGREEMENT ------------------------- Dated as of December 17, 1998 2 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT made as of this 17th day of December, 1998, by and among AT Holdings Corporation, a Delaware corporation (the "Company"), AT Holdings, LLC, a Nevada limited liability company ("ATLLC"), YC International Inc., a California corporation ("YCI"), Sunhorizon International, Inc., a California corporation ("Sunhorizon", and together with ATLLC and YCI, the "Yamada Investors"), Chase Venture Capital Associates, L.P.,