Esterline Technologies Corp Sample Contracts

PART 2 AMENDMENTS TO CREDIT AGREEMENT
Credit Agreement • February 14th, 2006 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York
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TRUST INDENTURE ACT INDENTURE OF 1939 SECTION SECTION --------------- ------- 310(a)(1)....................................... 6.12 (a)(2)....................................... 6.12 (a)(3)....................................... TIA...
Esterline Technologies Corp • August 3rd, 2004 • Industrial instruments for measurement, display, and control • New York
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AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF DARCHEM HOLDINGS LIMITED CONTENTS
Agreement • December 16th, 2005 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • England
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FOURTH AMENDMENT TO LEASE (801 LEASE)
Esterline Technologies Corp • January 6th, 2006 • Industrial instruments for measurement, display, and control • Washington
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Common Stock ($0.20 Par Value)
Esterline Technologies Corp • November 19th, 2004 • Industrial instruments for measurement, display, and control • New York
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EXHIBIT 10.21 CREDIT AGREEMENT DATED AS OF OCTOBER 31, 1996 AMONG ESTERLINE TECHNOLOGIES CORPORATION AND CERTAIN OF ITS SUBSIDIARIES THAT ARE PARTY HERETO, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS AGENT, AND THE OTHER FINANCIAL...
Credit Agreement • January 29th, 1997 • Esterline Technologies Corp • Special industry machinery, nec • California
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TRUST INDENTURE ACT INDENTURE OF 1939 SECTION SECTION --------------- ------- 310(a)(1)....................................... 6.12 (a)(2)....................................... 6.12 (a)(3)....................................... TIA...
Esterline Technologies Corp • August 3rd, 2004 • Industrial instruments for measurement, display, and control • New York
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RIGHTS AGREEMENT between ESTERLINE TECHNOLOGIES CORPORATION and MELLON INVESTOR SERVICES LLC, as Rights Agent Dated: December 11, 2002
Rights Agreement • December 12th, 2002 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

RIGHTS AGREEMENT, dated as of December 11, 2002 (the "Agreement"), between Esterline Technologies Corporation, a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company as Rights Agent (the "Rights Agent").

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NOTARIES
Esterline Technologies Corp • March 17th, 1998 • Special industry machinery, nec
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RECITALS:
Note Agreement • January 15th, 1999 • Esterline Technologies Corp • Special industry machinery, nec • Illinois
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EXHIBIT 10.5 INDUSTRIAL LEASE -MODIFIED NET- 1. PARTIES, This Lease, dated, for reference purposes only, July 17, 1984, is made by and between 801 Dexter Associates (herein called "Landlord") and Korry Electronics Co., a division of Criton...
Agreement • January 6th, 2006 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control
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FOURTH AMENDMENT TO LEASE (901 Lease)
Esterline Technologies Corp • January 6th, 2006 • Industrial instruments for measurement, display, and control • Washington
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EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 26th, 1998 • Esterline Technologies Corp • Special industry machinery, nec • California
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NOTARIES
Esterline Technologies Corp • January 6th, 2006 • Industrial instruments for measurement, display, and control
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Esterline Technologies Corporation 7% Senior Notes due 2020 PURCHASE AGREEMENT
Purchase Agreement • July 20th, 2010 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

Esterline Technologies Corporation, a Delaware corporation (the “Company”), and the Company’s domestic and other subsidiaries listed on the signature pages hereto (the “Guarantors”) confirm their agreement with Banc of America Securities LLC and the other several Initial Purchasers named on Schedule A hereto (collectively, the “Initial Purchasers”) on the terms set forth herein. Banc of America Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below).

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Agreement and Plan of Merger • July 9th, 2004 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control
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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 9th, 2013 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

THIS CREDIT AGREEMENT, dated as of March 11, 2011, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), ESTERLINE TECHNOLOGIES EUROPE LIMITED, a company organized under the laws of the United Kingdom (the “U.K. Borrower” and, together with the Company, collectively the “Borrowers”), the Guarantors (as hereinafter defined), the Obligated Foreign Subsidiaries (as hereinafter defined), the Lenders (as hereinafter defined) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).

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AMENDMENT NO. 7 TO CREDIT AGREEMENT
Credit Agreement • April 22nd, 2009 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

CREDIT AGREEMENT dated as of June 11, 2003 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), the bank listed on the signature pages hereof as the Issuing Bank (as further defined below, the “Issuing Bank”), the bank listed on the signature pages hereof as the Swing Line Bank (as further defined below, the “Swing Line Bank” and, together with the Initial Lenders and the Issuing Bank, the “Initial Lender Parties”), WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (together with

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AGREEMENT AND PLAN OF MERGER by and among ESTERLINE TECHNOLOGIES CORPORATION, TRANSDIGM GROUP INCORPORATED and THUNDERBIRD MERGER SUB INC. Dated as of October 9, 2018
Agreement and Plan of Merger • October 10th, 2018 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 9, 2018, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Parent”), and THUNDERBIRD MERGER SUB INC., a Delaware corporation (“Merger Sub” and, together with the Company and Parent, the “Parties”).

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TA MFG LIMITED as Issuer ESTERLINE TECHNOLOGIES CORPORATION as Parent Guarantor THE SUBSIDIARY GUARANTORS as Guarantors 3.625% SENIOR NOTES DUE 2023 INDENTURE Dated as of April 8, 2015 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee SOCIÉTÉ GÉNÉRALE...
Supplemental Indenture • April 8th, 2015 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

INDENTURE dated as of April 8, 2015 among TA Mfg Limited, a private limited company incorporated under the laws of England and Wales (the “Issuer”), Esterline Technologies Corporation, a Delaware corporation (the “Parent Guarantor”), the subsidiary guarantors from time to time party hereto, Wells Fargo Bank, National Association, as trustee (the “Trustee”), and Société Générale Bank & Trust, as transfer agent, registrar, authenticating agent and paying agent.

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Esterline Technologies Corporation 7% Senior Notes due 2020 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2010 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. ¨

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ESTERLINE TECHNOLOGIES CORPORATION, as Issuer, The Subsidiary Guarantors, as Guarantors, and Wells Fargo Bank, National Association, as Trustee Indenture Dated as of August 2, 2010 7% Senior Notes due 2020
Esterline Technologies Corp • August 3rd, 2010 • Industrial instruments for measurement, display, and control • New York

INDENTURE, dated as of August 2, 2010, among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), the SUBSIDIARY GUARANTORS listed as signatories hereto, and Wells Fargo Bank, National Association, as Trustee.

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SEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 13th, 2015 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

THIS CREDIT AGREEMENT, dated as of March 11, 2011, is by and among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), ESTERLINE TECHNOLOGIES EUROPE LIMITED, a company incorporated in England and Wales with registration number 06787209 (“ETEL”), ESTERLINE TECHNOLOGIES LIMITED, a company incorporated in England and Wales with registration number 03837209 (“ETL”), ESTERLINE TECHNOLOGIES GLOBAL LIMITED, a company incorporated in England and Wales with registration number 09002080 (“ETGL”), TA MFG LIMITED, a company incorporated in England and Wales with registration number 01979171 (“TA MFG”) and ESTERLINE INTERFACE TECHNOLOGIES LIMITED, a company incorporated in England and Wales with registration number 08331349 (“EITL”), the Guarantors (as hereinafter defined), the Obligated Foreign Subsidiaries (as hereinafter defined), the Lenders (as hereinafter defined) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for th

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Exhibit 10.19 TERMINATION PROTECTION AGREEMENT This Agreement ("Agreement") is made this _____ day of _______________, 200_ between Esterline Technologies Corporation, a Delaware corporation, with its principal offices at 500 108th Avenue N.E., Suite...
Termination Protection Agreement • January 6th, 2006 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control
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TERMINATION PROTECTION AGREEMENT
Termination Protection Agreement • February 5th, 2019 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control

This Agreement (“Agreement”) is made this ___ day of ____________ between Esterline Technologies Corporation, a Delaware corporation, with its principal offices at 500 108th Avenue N.E., Suite 1500, Bellevue, Washington 98004 (the “Company”) and ___________ (the “Executive”).

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EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • October 10th, 2018 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 9, 2018, is by and among (a) ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), (b) ESTERLINE TECHNOLOGIES EUROPE LIMITED, a company incorporated in England and Wales with registration number 06787209 (“ETEL”), ESTERLINE TECHNOLOGIES LIMITED, a company incorporated in England and Wales with registration number 03837209 (“ETL”), ESTERLINE TECHNOLOGIES GLOBAL LIMITED, a company incorporated in England and Wales with registration number 09002080 (“ETGL”), TA MFG LIMITED, a company incorporated in England and Wales with registration number 01979171 (“TA MFG”) and ESTERLINE INTERFACE TECHNOLOGIES LIMITED, a company incorporated in England and Wales with registration number 08331349 (“EITL” and together with ETL, ETGL, TA MFG and ETEL, collectively, the “Foreign Borrowers”; the Foreign Borrowers, together with the Company, collectively the “Borrowers”), (c) the Domestic Subsidiaries of

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EXHIBIT 10.22 REAL PROPERTY LEASE AND SUBLEASE THIS REAL PROPERTY LEASE AND SUBLEASE (this "Lease"), dated for reference purposes the 28th day of June, 1996, is by and between 810 DEXTER L.L.C., a Washington limited liability company (the "Landlord"),...
Real Property Lease and Sublease • January 6th, 2006 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • Washington
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ESTERLINE TECHNOLOGIES CORPORATION 2013 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • February 5th, 2019 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • Washington

Pursuant to your Global Restricted Stock Unit Award Notice (the “Award Notice”) and this Global Restricted Stock Unit Award Agreement, including any applicable country-specific provisions in the Appendix hereto (together, this “Agreement”), Esterline Technologies Corporation (the “Company”) has granted you a Restricted Stock Unit Award (the “Award”) under its 2013 Equity Incentive Plan (as may be amended and/or restated from time to time) (the “Plan”), for the number of Restricted Stock Units indicated in your Award Notice.

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UNDERWRITING AGREEMENT
Esterline Technologies Corp • January 19th, 2001 • Special industry machinery, nec • New York

Esterline Technologies Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the "Underwriters") an aggregate of 2,800,000 shares (the "Firm Shares") of Common Stock, $0.20 par value (the "Common Stock"), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 420,000 shares of Common Stock (the "Additional Shares"). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the "Shares." The Shares are described in the Prospectus which is referred to below. UBS Warburg LLC and First Union Securities, Inc. are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as "you."

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AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • March 19th, 2007 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

CREDIT AGREEMENT dated as of June 11, 2003 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) among ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other lenders listed on the signature pages hereof as the Initial Lenders (the “Initial Lenders”), the bank listed on the signature pages hereof as the Issuing Bank (as further defined below, the “Issuing Bank”), the bank listed on the signature pages hereof as the Swing Line Bank (as further defined below, the “Swing Line Bank” and, together with the Initial Lenders and the Issuing Bank, the “Initial Lender Parties”), WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Collateral Agent”) for the Secured Parties (as hereinafter defined), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as administrative agent (together with

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EXECUTIVE RETIREMENT AGREEMENT THIS EXECUTIVE RETIREMENT AGREEMENT (the "Agreement") is dated and made effective as of January 19, 1999. The parties to the Agreement (the "Parties" and each a "Party") are ESTERLINE TECHNOLOGIES CORPORATION, a Delaware...
Executive Retirement Agreement • March 16th, 1999 • Esterline Technologies Corp • Special industry machinery, nec
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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 7th, 2007 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • Ontario

[ * ] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.

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SECOND AMENDMENT TO LEASE
Lease • August 30th, 2013 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control

THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is entered into effective as of January 19, 2007 (“Effective Date”), and is entered into by and between Sylmar Cascades Properties, L.P., a California limited partnership, successor-in-interest to Balboa Cascades LLC, a Delaware limited liability company, successor-in-interest to The Prudential Insurance Company of America, a New Jersey corporation, (“Landlord”) and Mason Electric Co., a Delaware corporation (“Tenant”).

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Esterline Technologies Corporation PURCHASE AGREEMENT
Purchase Agreement • March 7th, 2007 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • New York

Esterline Technologies Corporation, a Delaware corporation (the “Company”), and the Company’s domestic and other subsidiaries listed on Schedule 1 hereto (the “Guarantors”) confirm their agreement with Wachovia Capital Markets, LLC, Banc of America Securities LLC, KeyBanc Capital Markets, a division of McDonald Investments Inc. and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”) on the terms set forth herein.

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Contract
Lease • December 17th, 2003 • Esterline Technologies Corp • Industrial instruments for measurement, display, and control • Delaware

LEASE (Multi Tenant) between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and MASON ELECTRIC CO., a DELAWARE CORPORATION August 6, 2003

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