Rockwell Collins Inc Sample Contracts

Exhibit 1.a ROCKWELL COLLINS, INC. [TITLE OF DEBT SECURITIES] UNDERWRITING AGREEMENT
Underwriting Agreement • November 7th, 2001 • Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • Delaware
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RIGHTS AGENT FORM OF
Rights Agreement • May 30th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • Delaware
FORM OF FIVE-YEAR CREDIT AGREEMENT
Credit Agreement • May 30th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • New York
FORM OF 364-DAY CREDIT AGREEMENT
Day Credit Agreement • May 30th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • New York
RIGHTS AGENT
Rights Agreement • July 11th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • Delaware
AND CITIBANK, N.A., as Trustee INDENTURE Dated as of November 1, 2001
Rockwell Collins Inc • November 7th, 2001 • Radio & tv broadcasting & communications equipment • New York
FORM OF
Employee Matters Agreement • May 30th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • New York
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 16th, 2007 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

AGREEMENT by and between Rockwell Collins, Inc., a Delaware corporation (the “Company”) and ___ (the “Executive”), dated as of the ___ day of ___, 2007.

PURCHASE AGREEMENT
Purchase Agreement • August 19th, 2005 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

PURCHASE AGREEMENT, dated as of August 16, 2005 (the “Agreement”), by and between Rockwell Collins, Inc. (the “Issuer”), and UBS AG, London Branch (“UBS”) acting through UBS Securities LLC (“Agent”) as agent.

FORM OF CHANGE OF CONTROL AGREEMENT
Control Agreement • May 30th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER By and Among ROCKWELL COLLINS, INC., QUARTERBACK MERGER SUB CORP. and B/E AEROSPACE, INC. Dated as of October 23, 2016
Agreement and Plan of Merger • October 27th, 2016 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2016 (this “Agreement”), is made by and among Rockwell Collins, Inc., a Delaware corporation (“Parent”), Quarterback Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and B/E Aerospace, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.

1 Exhibit 2.1 DISTRIBUTION AGREEMENT
Distribution Agreement • July 11th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • New York
AGREEMENT AND PLAN OF MERGER dated as of August 10, 2013 by and among ROCKWELL COLLINS, INC., AVATAR MERGER SUB, INC., RADIO HOLDINGS, INC. and TC GROUP IV MANAGING GP, L.L.C.
Agreement and Plan of Merger • November 12th, 2013 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of August 10, 2013, is entered into by and among Rockwell Collins, Inc., a Delaware corporation (“Buyer”), Avatar Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), Radio Holdings, Inc., a Delaware corporation (the “Company”), and TC Group IV Managing GP, L.L.C., a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder.

ROCKWELL COLLINS, INC. PERFORMANCE SHARE AGREEMENT (2018-2020)
Performance Share Agreement • January 26th, 2018 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. (“Rockwell Collins” or the “Company”) or one of its subsidiaries, you have been granted performance shares denominated in shares of the Company’s common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated November 13, 2017 (the “Performance Shares”) pursuant to this agreement (this “Agreement”) and the Rockwell Collins 2015 Long-Term Incentives Plan (the “Plan”).

DEATH BENEFIT AGREEMENT
Death Benefit Agreement • July 28th, 2017 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Florida

This Death Benefit Agreement (the “Agreement”) is entered into this 30th day of November, 2012, by and between B/E AEROSPACE, INC., a Delaware corporation, hereinafter called the “Corporation,” and WERNER LIEBERHERR, hereinafter called the “Executive.”

ROCKWELL COLLINS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • November 15th, 2011 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. or one of its subsidiaries (collectively, “Rockwell Collins” or the “Company”), you have been granted performance shares denominated in shares of the Company’s common stock. You have been granted the number of target shares set forth in the letter to you from Clayton M. Jones dated November __, 20__ (the “Performance Shares”) pursuant to this agreement (this “Agreement”) and under the Rockwell Collins 2006 Long-Term Incentives Plan, as amended (the “Plan”).

ROCKWELL COLLINS, INC. BRIDGE CREDIT AGREEMENT dated as of September 24, 2013, CITIBANK, N.A., Administrative Agent JPMORGAN CHASE BANK, N.A., Syndication Agent BANK OF AMERICA, N.A. WELLS FARGO BANK, N.A., Co-Documentation Agents The Lenders Listed...
Bridge Credit Agreement • September 27th, 2013 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

BRIDGE CREDIT AGREEMENT dated as of September 24, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) among ROCKWELL COLLINS, INC., the LENDERS listed on the signature pages hereof and CITIBANK, N.A., as Agent.

AMENDMENT No. 1 dated as of March 7, 2007 to the FIVE-YEAR CREDIT AGREEMENT dated as of May 24, 2005 ROCKWELL COLLINS, INC. JPMORGAN CHASE BANK, N.A., Administrative Agent CITIBANK, N.A., Syndication Agent BANK OF AMERICA, N.A., UBS SECURITIES LLC,...
Credit Agreement • March 13th, 2007 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

AMENDMENT dated as of March 7, 2007 to the Five-Year Credit Agreement dated as of May 24, 2005 (the “Credit Agreement”) among ROCKWELL COLLINS, INC., the BANKS listed therein and JPMORGAN CHASE BANK, N.A., as Agent.

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ROCKWELL COLLINS, INC. STOCK OPTION AGREEMENT STOCK OPTION TERMS AND CONDITIONS
Stock Option Agreement • November 23rd, 2009 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec
ROCKWELL COLLINS, INC. PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • January 23rd, 2015 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

We are pleased to confirm that, as a key employee of Rockwell Collins, Inc. or one of its subsidiaries (collectively, “Rockwell Collins” or the “Company”), you have been granted performance shares denominated in shares of the Company’s common stock. You have been granted the number of target shares set forth in the letter to you from Robert K. Ortberg dated [Date] (the “Performance Shares”) pursuant to this agreement (this “Agreement”) and under the Rockwell Collins [2006 or 2015, as applicable] Long-Term Incentives Plan, as amended (the “Plan”).

PURCHASE AGREEMENT
Purchase Agreement Purchase Agreement • September 29th, 2006 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

PURCHASE AGREEMENT, dated as of September 26, 2006 (the "Agreement"), by and between Rockwell Collins, Inc. (the "Issuer") and Bank of America, N.A. (the "Seller").

UNDERWRITING AGREEMENT ROCKWELL COLLINS, INC. Underwriting Agreement
Underwriting Agreement • May 7th, 2009 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

Rockwell Collins, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $300,000,000 principal amount of its 5.25% Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of November 1, 2001, as supplemented as of December 4, 2006 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).

AMENDMENT NO. 2 TO 364-DAY CREDIT AGREEMENT dated as of May 26, 2004 among Rockwell Collins, Inc., The Banks Listed Herein, and JPMorgan Chase Bank, as Agent Bank of America, N.A., as Syndication Agent and UBS AG, Cayman Islands Branch, Bank One, NA...
Credit Agreement • August 3rd, 2004 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

AMENDMENT dated as of May 26, 2004 (this “Amendment No. 2”) to the 364-Day Credit Agreement dated as of May 29, 2002 (as amended by Amendment No. 1, the “Credit Agreement”) among ROCKWELL COLLINS, INC. (the “Company”), the BANKS listed on the signature pages hereof (the “Banks”) and JPMORGAN CHASE BANK, as Agent (the “Agent”).

AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT dated as of May 28, 2003 among Rockwell Collins, Inc., The Banks Listed Herein, and JPMorgan Chase Bank, as Agent Bank of America, N.A., as Syndication Agent and UBS AG, Cayman Islands Branch, Bank One, NA...
Credit Agreement • August 12th, 2003 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

AMENDMENT dated as of May 28, 2003 (this “Amendment No. 1”) to the 364-Day Credit Agreement dated as of May 29, 2002 (the “Credit Agreement”) among ROCKWELL COLLINS, INC. (the “Company”), the BANKS listed on the signature pages hereof (the “Banks”) and JPMORGAN CHASE BANK, as Agent (the “Agent”).

TRANSITION AND CONSULTING AGREEMENT
Transition and Consulting Agreement • November 12th, 2013 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

This Transition and Consulting Agreement (this “Agreement”) is dated July 31, 2013, by and between Rockwell Collins, Inc., a Delaware corporation (the “Company”), and Clayton M. Jones (“Mr. Jones”).

5/30/01] FORM OF
Allocation Agreement • May 30th, 2001 • New Rockwell Collins Inc • Radio & tv broadcasting & communications equipment • New York
UNDERWRITING AGREEMENT ROCKWELL COLLINS, INC. Underwriting Agreement
Underwriting Agreement • November 21st, 2011 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

Rockwell Collins, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 3.100% Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of November 1, 2001, as supplemented as of December 4, 2006 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 27th, 2009 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Delaware

AGREEMENT by and between Rockwell Collins, Inc., a Delaware corporation (the "Company") and [executive name] (the "Executive"), dated as of the xx day of yyyyyy, 2009.

MEMORANDUM OF AGREEMENT
Memorandum of Agreement • July 25th, 2011 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • Iowa

THIS MEMORANDUM OF AGREEMENT (the “MOA”), entered into this 20th day of April, 2011 by and between Rockwell Collins, Inc., a Delaware corporation, located at 400 Collins Road, Cedar Rapids, Iowa, 52498 (“RCI”), and Bombardier Inc. (“Bombardier”), a CBCA-incorporated corporation with its registered office at 800 René-Levesque Blvd. West, Montréal, Québec, Canada, H3B 1Y8.

July 9, 2002 Mr. Donald R. Beall Retired Non-Executive Chairman of the Board Rockwell Collins, Inc.
Rockwell Collins Inc • August 5th, 2002 • Radio & tv broadcasting & communications equipment
ROCKWELL COLLINS, INC. 364-DAY CREDIT AGREEMENT dated as of February 5, 2016, JPMorgan Chase Bank, N.A., Administrative Agent Citibank, N.A., Syndication Agent Crédit Agricole Corporate and Investment Bank, Mizuho Bank, Ltd., The Bank of New York...
Credit Agreement • February 9th, 2016 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

364-DAY CREDIT AGREEMENT dated as of February 5, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) among ROCKWELL COLLINS, INC., the BANKS listed on the signature pages hereof and JPMORGAN CHASE BANK, N.A., as Agent.

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