STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of the 8th day of February, 1999, is by and among TriStar Aerospace, Inc., a Florida corporation ("TriStar" or "Purchaser"); Standard Parts and Equipment Corporation,...Stock Purchase Agreement • April 7th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Texas
FIFTH AMENDMENT FIFTH AMENDMENT (the "Amendment"), dated as of March 31, 1998, among TRISTAR AEROSPACE CO. (f/k/a Maple Leaf Aerospace, Inc.) ("Parent"), AEROSPACE ACQUISITION CORP. ("Holdings"), TRISTAR AEROSPACE, INC. (as successor by merger with...Tristar Aerospace Co • August 13th, 1998 • Wholesale-machinery, equipment & supplies • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 24th, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Delaware
TriStar Aerospace Co. 2527 Willowbrook Road Dallas, TX 75220Tristar Aerospace Co • November 5th, 1999 • Wholesale-machinery, equipment & supplies
EXHIBIT 10.5 SECURITY AGREEMENT among MAPLE LEAF AEROSPACE, INC., AEROSPACE ACQUISITION CORP., TRI-STAR AEROSPACE, INC. (as successor by merger to AEROSPACE MERGER SUB I, INC.), TRI-STAR AEROSPACE CO., VARIOUS OTHER SUBSIDIARIES OF MAPLE LEAF...Security Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • New York
PLEDGE AGREEMENTPledge Agreement • May 14th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • New York
11,276,858 Shares TriStar Aerospace Co. Common Stock UNDERWRITING AGREEMENT (U.S. VERSION) --------------Underwriting Agreement • April 27th, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Texas
EMPLOYMENT AGREEMENT AGREEMENT, dated as of March 17, 1997, by and between Tri- Star Aerospace, Co., a Delaware corporation (the "Company", and Louis Partenza (the "Executive") WHEREAS, the Company desires to retain the Executive as its Senior Vice...Employment Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
EXHIBIT I EMPLOYMENT AGREEMENT This Employment Agreement (The "Agreement") is made as of May 24, 1999 by and between TriStar Aerospace, Inc, doing business at 2527 Willowbrook, Dallas, Texas 75220 (the "Company") and Daniel L. Barth, residing...Employment Agreement • November 5th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Texas
EXHIBIT 10.2 FIRST AMENDMENT FIRST AMENDMENT (the "Amendment"), dated as of April 1997, among MAPLE LEAF AEROSPACE, INC. ("Holdings"), AEROSPACE ACQUISITION CORP. ("Parent"), TRI-STAR AEROSPACE, INC. (f/k/a AEROSPACE MERGER SUB I, INC.) (the...First Amendment • February 13th, 1998 • Maple Leaf Aerospace Inc • New York
BY AND AMONGAsset Purchase Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
FOURTH AMENDMENTFourth Amendment • June 12th, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • New York
SECOND AMENDMENTSecond Amendment • February 13th, 1998 • Maple Leaf Aerospace Inc • New York
EXHIBIT 10.18 EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT, dated as of September 19, 1996, by and between Tri-Star Aerospace Co., a Delaware corporation (the "Company"), and Quentin P. Bourjeaurd (the "Executive"). WHEREAS, the Company desires to retain...Executive Employment Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
THIRD AMENDMENT THIRD AMENDMENT (the "Amendment"), dated as of November 7, 1997, among MAPLE LEAF AEROSPACE, INC. ("Parent"), AEROSPACE ACQUISITION CORP. ("Holdings"), TRI-STAR AEROSPACE, INC. (f/k/a AEROSPACE MERGER SUB 1, INC.) ("Tri-Star...Third Amendment • February 13th, 1998 • Maple Leaf Aerospace Inc • New York
PLEDGE AGREEMENTPledge Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • New York
SUBLEASE (Willowbrook)Industrial Lease Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc
EXHIBIT L TENDER AND OPTION AGREEMENTTender and Option Agreement • November 5th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Delaware
EXHIBIT I [CONFORMED AS EXECUTED] SUBSIDIARIES GUARANTY GUARANTY, dated as of March 24, 1999 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned (each a "Guarantor" and, together with each other...Tristar Aerospace Co • May 14th, 1999 • Wholesale-machinery, equipment & supplies • New York
EMPLOYMENT AGREEMENT AGREEMENT, dated as of December 8, 1997, by and between Tristar Aerospace Co., a Delaware corporation (the "Company"), and Denny J. Barge (the "Executive").Employment Agreement Agreement • December 21st, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Delaware
BY AND AMONGAgreement and Plan of Merger • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 1, 1997, by and between Tri-Star Aerospace, Co., a Delaware corporation (the "Company"), and Charles Balchunas (the "Executive"). WHEREAS, the Company desires to retain the Executive as...Executive Employment Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
EXHIBIT F AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is dated as of June 22, 1999, and is between TriStar Aerospace, Inc., a Florida corporation (the "Company"), TriStar Aerospace Co., a Delaware...Employment Agreement • November 5th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Texas
SECURITY AGREEMENT among TRISTAR AEROSPACE CO., AEROSPACE ACQUISITION CORP., TRISTAR AEROSPACE, INC., STANDARD PARTS AND EQUIPMENT CORPORATION, VARIOUS LENDING INSTITUTIONS,Security Agreement • May 14th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
LEASE AGREEMENTLease Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc
SIXTH AMENDMENT TO CREDIT AGREEMENT AND ACKNOWLEDGMENT AND AGREEMENT WITH RESPECT TO OTHER CREDIT DOCUMENTSCredit Agreement • February 12th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT AND ACKNOWLEDGMENT AND AGREEMENT WITH RESPECT TO OTHER CREDIT DOCUMENTS SIXTH AMENDMENT, dated as of December 4, 1998 (this "Amendment"), among TRISTAR AEROSPACE CO. (f/k/a Maple Leaf Aerospace, Inc.) ("Parent"),...Credit Agreement • December 21st, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • New York
2,000,000 Shares TriStar Aerospace Co. Common Stock UNDERWRITING AGREEMENT (INTERNATIONAL VERSION)Underwriting Agreement • April 27th, 1998 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Delaware
EXHIBIT A AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of October 31, 1999 (the "Agreement"), by and among AlliedSignal Inc., a Delaware corporation (the "Purchaser"), AlliedSignal Acquisition Corp., a Delaware corporation and a...Agreement and Plan of Merger • November 5th, 1999 • Tristar Aerospace Co • Wholesale-machinery, equipment & supplies • Delaware
LEASELease • February 13th, 1998 • Maple Leaf Aerospace Inc
EXHIBIT H RELEASE AND WAVER OF CLAIMS THIS IS A RELEASE AND WAIVER OF CLAIMS (hereinafter referred to as "Release"), by and between TriStar Aerospace, Inc., its parents, subsidiaries and affiliates (hereinafter referred to as the "Company") and John...Tristar Aerospace Co • November 5th, 1999 • Wholesale-machinery, equipment & supplies • Texas
AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS' AND OPTIONHOLDERS' AGREEMENTManagement Stockholders' • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
EXHIBIT 10.14 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 7,1996, is made and entered into by and between MAPLE LEAF AEROSPACE, INC., a Delaware corporation ("MLA"), ODYSSEY PARTNERS, L.P.,...Registration Rights Agreement • February 13th, 1998 • Maple Leaf Aerospace Inc • Delaware
