REGISTRATION RIGHTS AGREEMENT Dated as of July 2, 2003 by and among Vought Aircraft Industries, Inc. as the Company VAC Industries, Inc. Vought Commercial Aircraft Company The Aerostructures Corporation as the Guarantors and Lehman Brothers Inc....Registration Rights Agreement • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is dated as of July 2, 2003, by and among Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”), the subsidiaries listed on Schedule A attached hereto (the “Guarantor”), and Lehman Brothers Inc., Goldman, Sachs & Co. and Credit Suisse First Boston LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8% Senior Notes due 2011 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
CREDIT AND GUARANTY AGREEMENT dated as of July 24, 2000 among VOUGHT AIRCRAFT INDUSTRIES, INC., VAC HOLDINGS II, INC., and CERTAIN SUBSIDIARIES OF VOUGHT AIRCRAFT INDUSTRIES, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as...Credit and Guaranty Agreement • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • New York
Employment AgreementEmployment Agreement • March 13th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Texas
This Employment Agreement (the “Agreement”) dated as of August 28, 2007 (the “Effective Date”), is made by and between Vought Aircraft Industries, Inc., a Delaware corporation, (together with any successor thereto, the “Company”) and Joy Romero (the “Executive”).
VOUGHT AIRCRAFT INDUSTRIES, INC. 2006 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT GRANT NOTICEVought Aircraft • May 16th, 2007 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
Pursuant to this Restricted Stock Unit Agreement dated May 3, 2007 (together with Appendix A hereto, the “Agreement”), Vought Aircraft Industries, Inc, a Delaware corporation (the “Company”) hereby grants Keith Howe (the “Participant”), the following award of Restricted Stock Units (“RSUs”) pursuant and subject to the terms and conditions of this Agreement and the Company’s 2006 Incentive Award Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan. Subject to the terms and conditions of this Agreement, including those provided in Appendix A, the principal features of this award are as follows:
Vought Aircraft Industries, Inc. Post Office Box 655907, MS 49R-09 Dallas, TX 75265-5907Letter Agreement • May 7th, 2010 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
Vought Aircraft Industries, Inc. (the “Company”) has entered into a merger agreement dated as of March 23, 2010 (the “Merger Agreement”), by and among the Company, Triumph Group, Inc. “TGI”), Spitfire Merger Corporation (together with TGI, the “Buyer”), and TC Group, L.L.C., as the Holder Representative, whereby the Buyer is to acquire the Company (the “Transaction”). This letter (this “Letter”) sets forth the terms and conditions of a bonus opportunity that is being provided to you in connection with the Transaction. All capitalized terms used but not defined in this Letter shall have the meanings assigned to such terms in the Merger Agreement.
Vought Aircraft Industries, Inc. Post Office Box 655907, MS 49R-09 Dallas, TX 75265-5907Vought Aircraft • May 7th, 2010 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
Vought Aircraft Industries, Inc. (the “Company”) has entered into a merger agreement dated as of March 23, 2010 (the “Merger Agreement”), by and among the Company, Triumph Group, Inc. “TGI”), Spitfire Merger Corporation (together with TGI, the “Buyer”), and TC Group, L.L.C., as the Holder Representative, whereby the Buyer is to acquire the Company (the “Transaction”). This letter (this “Letter”) sets forth the terms and conditions of a bonus opportunity that is being provided to you in connection with the Transaction. All capitalized terms used but not defined in this Letter shall have the meanings assigned to such terms in the Merger Agreement.
ASSET PURCHASE AGREEMENT BY AND BETWEEN VOUGHT AIRCRAFT INDUSTRIES, INC. AND BCACSC, INC. Dated as of July 6, 2009Asset Purchase Agreement • November 10th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
This ASSET PURCHASE AGREEMENT, dated as of July 6, 2009 (this “Agreement”), is entered into by and between Vought Aircraft Industries, Inc., a Delaware corporation (“Seller”), and BCACSC, Inc., a Delaware corporation (“Buyer”).
ContractJoinder Agreement • May 12th, 2008 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • New York
JOINDER AGREEMENT, dated as of May 6, 2008 (the “Joinder Agreement” or this “Agreement”), by and among each bank or financial institution whose name appears under the caption “Incremental Lenders” on the signature pages hereof (each, an “Incremental Lender” and, collectively, the “Incremental Lenders”), VOUGHT AIRCRAFT INDUSTRIES, INC. (the “Borrower”), and LEHMAN COMMERCIAL PAPER INC. (the “Administrative Agent”).
ContractMaster Service Agreement • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • Texas
THIS MASTER SERVICE AGREEMENT (this “Agreement”) is made and entered into this 17th day of December, 2002 by and between Vought Aircraft Industries, Incorporated , (hereinafter referred to as “Buyer”), a Corporation having an address for purposes of this Agreement at 9314 West Jefferson Boulevard, Dallas, Texas 75211 and Northrop Grumman Commercial Information Services, Inc., (hereinafter referred to as “Seller”), having its place of business at 13825 Sunrise Valley Drive, Suite 120, Hemdon, Virginia 20171.
VOUGHT AIRCRAFT INDUSTRIES, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTSeverance Agreement • May 7th, 2010 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
This Change in Control Severance Agreement (the “Agreement”) is made and entered into effective as of May 6, 2010 (the “Effective Date”), by and between Kevin McGlinchey (the “Executive”) and Vought Aircraft Industries, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
December 6, 2004 Lloyd R. Sorenson 1904 Chalk Rock Cove Austin, Texas 78735 Re: Severance Agreement Dear Skip:Claims Agreement • March 30th, 2005 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • Texas
In order to secure your services in the position of Executive Vice President and Chief Financial Officer of Vought Aircraft Industries, Inc. (the “Company”) and in consideration or your accepting such position, the Company and you hereby agree as follows:
FIRST AMENDMENT TO KEITH HOWE EMPLOYMENT AGREEMENTKeith Howe Employment Agreement • March 13th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec
THIS FIRST AMENDMENT, dated as of December 31, 2008 (the “Amendment Effective Date”), is entered into by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”) and Keith Howe (the “Executive”).
CONTRIBUTION AGREEMENTContribution Agreement • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • New York
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 31, 2003, is entered into by and between The Aerostructures Corporation, a Delaware corporation (“TAC”), and Contour Aerospace Corporation, a Delaware corporation and wholly-owned subsidiary of TAC (“Contour”).
CREDIT AGREEMENT among VOUGHT AIRCRAFT INDUSTRIES, INC. as Borrower, The Several Funding Parties from Time to Time Parties Hereto, LEHMAN COMMERCIAL PAPER INC., as Administrative Agent, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and GOLDMAN...Credit Agreement • March 30th, 2005 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • New York
CREDIT AGREEMENT (this “Agreement”), dated as of December 22, 2004, among VOUGHT AIRCRAFT INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Funding Parties”) and Lehman Commercial Paper Inc., as Administrative Agent.
Employment AgreementEmployment Agreement • May 7th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Texas
This Employment Agreement (the “Agreement”) dated as of February 4, 2009 (the “Effective Date”), is made by and between Vought Aircraft Industries, Inc., a Delaware corporation, (together with any successor thereto, the “Company”) and Mark Jolly (the “Employee”).
AGREEMENTAgreement • March 13th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec
This Agreement is entered into by and between Elmer Doty (“Executive”) and Vought Aircraft Industries, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (“Vought” or the “Company”).
AGREEMENTAgreement • February 6th, 2006 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • Texas
This Agreement (this “Agreement”), effective as of January 31, 2006 is made by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and Tom Risley (“Mr. Risley”).
ContractVought Aircraft Industries Inc • April 15th, 2004 • Wholesale-machinery, equipment & supplies
This facilities use contract consists of the Table of Contents on page 1, the Schedule (Sections B through H), and Contract Clauses (Section I), as follows:
VOUGHT AIRCRAFT INDUSTRIES, INC. SAR AGREEMENT GRANT NOTICEVought Aircraft • November 8th, 2006 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
Pursuant to this Stock Appreciation Right Agreement dated [DATE] (together with Appendix A hereto, the “Agreement”), Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”) hereby grants [NAME] (the “Participant”), the following award of Stock Appreciation Rights (“SARs”) pursuant and subject to the terms and conditions of this Agreement and the Company’s 2006 Incentive Award Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan. Subject to the terms and conditions of this Agreement, including those provided in Appendix A, the principal features of this award are as follows:
ASSET PURCHASE AGREEMENT by and between NORTHROP GRUMMAN CORPORATION and VAC ACQUISITION CORP. IIAsset Purchase Agreement • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • California
ASSET PURCHASE AGREEMENT dated as of June 9, 2000, among Northrop Grumman Corporation, a Delaware corporation (“Seller”), and VAC Acquisition Corp. II, a Delaware corporation (“Buyer”).
SECOND AMENDMENT TO ELMER DOTY EMPLOYMENT AGREEMENTElmer Doty Employment Agreement • March 13th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec
THIS SECOND AMENDMENT, dated as of December 31, 2008 (the “Amendment Effective Date”), is entered into by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”) and Elmer Doty (the “Executive”).
AGREEMENTAgreement • November 9th, 2005 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • Texas
This Agreement is made and entered into by and between William J. McKenna (“Executive”), a resident of the state of Texas, and Vought Aircraft Industries, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (“Vought” or the “Company”).
VOUGHT AIRCRAFT INDUSTRIES, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTVought Aircraft • May 7th, 2010 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
This Change in Control Severance Agreement (the “Agreement”) is made and entered into effective as of May 6, 2010 (the “Effective Date”), by and between Ronald Muckley (the “Executive”) and Vought Aircraft Industries, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
AGREEMENTAgreement • November 9th, 2005 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies
This Agreement (this “Agreement”), effective as of September 27, 2005, is made by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and Gordon L. Williams (“Mr. Williams”).
AMENDMENT NO. 1Vought Aircraft Industries Inc • July 30th, 2009 • Aircraft parts & auxiliary equipment, nec
AMENDMENT NO. 1 (this “Amendment No. 1”) dated as of July 30, 2009 among Vought Aircraft Industries, Inc. (the “Borrower”) and Lehman Commercial Paper Inc., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below.
SUBLEASE AGREEMENT OF PORTIONS OF MARSHALL STREET FACILITIESSublease Agreement • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies
This Sublease Agreement effective as of the 15th day of October, 1993, by and between Loral Vought Systems Corporation (formerly Loral Missile Systems Corporation), (hereinafter called the “Sublessor”) and Vought Aircraft Company, a Delaware Corporation (hereinafter called the “Sublessee”). (Hereinafter Sublessor and Sublessee may be individually referred to as a “Party” or collectively as the “Parties.”)
FIRST AMENDMENT TO JOY ROMERO EMPLOYMENT AGREEMENTJoy Romero Employment Agreement • March 13th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec
THIS FIRST AMENDMENT, dated as of December 31, 2008 (the “Amendment Effective Date”), is entered into by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”) and Joy Romero (the “Executive”).
AGREEMENTAgreement • November 9th, 2005 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies
This Agreement (this “Agreement”), effective as of November 8, 2005, is made by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and William J. McMillan (“Mr. McMillan”).
FIRST AMENDMENT TO DENNIS ORZEL EMPLOYMENT AGREEMENTDennis Orzel Employment Agreement • March 13th, 2009 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec
THIS FIRST AMENDMENT, dated as of December 31, 2008 (the “Amendment Effective Date”), is entered into by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”) and Dennis Orzel (the “Executive”).
AGREEMENTAgreement • November 9th, 2005 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies
This Agreement (this “Agreement”), effective as of September 1, 2005, is made by and between Vought Aircraft Industries, Inc., a Delaware corporation (the “Company”), and Kenneth W. Cannestra (the “Director”).
SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN VOUGHT AIRCRAFT INDUSTRIES, INC. AND JOY ROMEROThe Employment Agreement • March 26th, 2010 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Texas
This Amendment (this “Second Amendment”) to that certain Employment Agreement between Vought Aircraft Industries, Inc. (the “Company”) and Joy Romero (the “Executive”) dated as of August 28, 2007 (the “Employment Agreement”) is made as of this 29th day of July, 2009 (the “Amendment Date”) by and among the Company and the Executive, and shall become effective, if at all, only on the Amendment Effective Date (as defined below). Except as set forth is this Second Amendment, capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Employment Agreement.
AGREEMENT AND PLAN OF MERGER by and among VOUGHT AIRCRAFT INDUSTRIES, INC., TRIUMPH GROUP, INC., SPITFIRE MERGER CORPORATION and TC GROUP, L.L.C., as the Holder Representative DATED AS OF MARCH 23, 2010Agreement and Plan of Merger • March 26th, 2010 • Vought Aircraft Industries Inc • Aircraft parts & auxiliary equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2010 (this “Agreement”), by and among VOUGHT AIRCRAFT INDUSTRIES, INC., a Delaware corporation (the “Company”), TRIUMPH GROUP, INC., a Delaware corporation (“Parent”), SPITFIRE MERGER CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and TC GROUP, L.L.C., as the Holder Representative.
AGREEMENTAgreement • March 31st, 2006 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies
This Agreement is entered into by and between Lloyd R. Sorenson (“Executive”), a resident of the state of Texas, and Vought Aircraft Industries, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (“Vought” or the “Company”).
SEPARATION AGREEMENTSeparation Agreement • May 10th, 2006 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • Texas
This Agreement is entered into by and between Erich G. Smith (“Executive”), a resident of the state of Texas, and Vought Aircraft Industries, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (“Vought” or the “Company”).
AGREEMENT AND PLAN OF MERGER dated as of May 12, 2003 by and among VOUGHT AIRCRAFT INDUSTRIES, INC., a Delaware corporation, TA ACQUISITION HOLDINGS, INC., a Delaware corporation,Agreement and Plan of Merger • April 15th, 2004 • Vought Aircraft Industries Inc • Wholesale-machinery, equipment & supplies • Delaware
This agreement and plan of merger (this “Agreement”) is entered into as of this 12th day of May, 2003 by and among Vought Aircraft Industries, Inc., a Delaware corporation (“Vought”), TA Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and The Aerostructures Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“TAC” and, together with Vought and the Company, the “Constituent Corporations”).
