##### 



EXHIBIT 10.30




---



##### 



PageARTICLE IDefinitionsSECTION 1.01. Defined Terms
    
    
    2SECTION 1.02. Classification of Loans and Borrowings
    
    
    26SECTION 1.03. Terms Generally
    
    
    27SECTION 1.04. Accounting Terms; GAAP
    
    
    27ARTICLE IIThe CreditsSECTION 2.01. Commitments; Outstanding Loans
    
    
    27SECTION 2.02. Loans and Borrowings
    
    
    28SECTION 2.03. Requests for Borrowings
    
    
    28SECTION 2.04. Letters of Credit
    
    
    29SECTION 2.05. Funding of Borrowings
    
    
    33SECTION 2.06. Interest Elections
    
    
    34SECTION 2.07. Termination and Reduction of Commitments
    
    
    35SECTION 2.08. Repayment of Loans; Evidence of Debt
    
    
    36SECTION 2.10. Prepayment of Loans
    
    
    37SECTION 2.11. Fees
    
    
    38SECTION 2.12. Interest
    
    
    39SECTION 2.13. Alternate Rate of Interest
    
    
    40SECTION 2.14. Increased Costs
    
    
    40SECTION 2.15. Break Funding Payments
    
    
    42SECTION 2.16. Taxes
    
    
    42SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs
    
    
    43SECTION 2.18. Mitigation Obligations; Replacement of Lenders
    
    
    45SECTION 2.19. All Advances to Constitute One Indebtedness; Same Indebtedness; Other References
    
    
    45SECTION 2.20. Optional Increases in Revolving Commitments; Added Term Loans
    
    
    46ARTICLE IIIRepresentations and WarrantiesSECTION 3.01. Organization; Powers
    
    
    48SECTION 3.02. Authorization; Enforceability
    
    
    48SECTION 3.03. Governmental Approvals; No Conflicts
    
    
    48SECTION 3.04. Financial Condition; No Material Adverse Change
    
    
    48SECTION 3.05. Properties
    
    
    49SECTION 3.06. Litigation and Environmental Matters
    
    
    49SECTION 3.07. Compliance with Laws and Agreements
    
    
    50SECTION 3.08. Investment and Holding Company Status
    
    
    50SECTION 3.09. Taxes
    
    
    50SECTION 3.10. ERISA
    
    
    50
 2




---



##### 



PageSECTION 3.11. Disclosure
    
    
    50SECTION 3.12. Subsidiaries
    
    
    51SECTION 3.13. Insurance
    
    
    51SECTION 3.14. Labor Matters
    
    
    51SECTION 3.15. Solvency
    
    
    51SECTION 3.16. Security Documents
    
    
    52SECTION 3.17. Federal Reserve Regulations
    
    
    52SECTION 3.18. TRW Agreement
    
    
    52SECTION 3.21. Purchase Documents
    
    
    53ARTICLE IVConditionsSECTION 4.01. Opening Covenants
    
    
    53SECTION 4.02. Prior to Initial Credit Event
    
    
    53SECTION 4.03. Each Credit Event
    
    
    56ARTICLE VAffirmative CovenantsSECTION 5.01. Financial Statements and Other Information
    
    
    56SECTION 5.02. Notices of Material Events
    
    
    58SECTION 5.03. Information Regarding Collateral
    
    
    58SECTION 5.04. Existence; Conduct of Business
    
    
    59SECTION 5.05. Payment of Obligations
    
    
    59SECTION 5.06. Maintenance of Properties
    
    
    59SECTION 5.07. Insurance
    
    
    59SECTION 5.08. Casualty and Condemnation
    
    
    60SECTION 5.09. Books and Records; Inspection and Audit Rights
    
    
    61SECTION 5.10. Compliance with Laws and Agreements
    
    
    61SECTION 5.11. Use of Proceeds and Letters of Credit
    
    
    61SECTION 5.12. Additional Subsidiaries
    
    
    62SECTION 5.13. Further Assurances
    
    
    62ARTICLE VINegative CovenantsSECTION 6.01. Indebtedness; Certain Equity Securities
    
    
    63SECTION 6.02. Liens
    
    
    64SECTION 6.03. Fundamental Changes
    
    
    65SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
    
    
    66SECTION 6.05. Asset Sales
    
    
    67SECTION 6.06. Sale and Lease-Back Transactions
    
    
    68SECTION 6.07. Hedging Agreements
    
    
    68SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness
    
    
    69SECTION 6.09. Transactions with Affiliates
    
    
    70SECTION 6.10. Restrictive Agreements
    
    
    71SECTION 6.11. Amendment of Material Documents
    
    
    71SECTION 6.13. Leverage Ratios
    
    
    72SECTION 6.15. Fixed Charge Coverage Ratio
    
    
    72SECTION 6.16. Certain Actions under June 2004 Note Documents
    
    
    72ARTICLE VII
 3




---



##### 



PageEvents of DefaultARTICLE VIIIThe Administrative AgentARTICLE IXMiscellaneousSECTION 9.01. Notices
    
    
    77SECTION 9.02. Waivers; Amendments
    
    
    78SECTION 9.03. Expenses; Indemnity; Damage Waiver
    
    
    80SECTION 9.04. Successors and Assigns
    
    
    81SECTION 9.05. Survival
    
    
    84SECTION 9.06. Counterparts; Integration; Effectiveness
    
    
    84SECTION 9.07. Severability
    
    
    85SECTION 9.08. Right of Setoff
    
    
    85SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
    
    
    85SECTION 9.10. WAIVER OF JURY TRIAL
    
    
    86SECTION 9.11. Headings
    
    
    86SECTION 9.12. Confidentiality
    
    
    86SECTION 9.13. Joint Lead Arrangers, et al
    
    
    87SECTION 9.14. Interest Rate Limitation
    
    
    87SECTION 9.15. Existing Credit Agreement; Effectiveness of Amendment and Restatement
    
    
    87
 4




---



##### 



5




---



##### 



(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 successor to JPMorgan Chase Bank, N.A., as
Administrative Agent and Issuing Bank;(v)
    
    JPMORGAN CHASE BANK, N.A., as Issuing Bank in respect of certain of the Letters
of Credit (defined below);(vi)
    
    GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent; and(vii)
    
    FIRSTMERIT BANK, N.A., as Co-Documentation Agent.
 Recitals
 Existing Credit Agreement
 Existing Revolving Loans Existing Term Loans Existing Letters of
Credit




---



##### 



Agreements
   Definitions
 Defined Terms.
 ABR
 Account Debtor
 Accounts
 Acquired Business
 Added Term Loan
 Added Term Loan Amendment
 2




---



##### 



Added Term Loan Lender
 Added Term Loan Maturity Date
 Adjusted EBITDA
 Adjusted LIBO Rate
 Administrative Agent
 Administrative Questionnaire
 Affiliate
 3




---



##### 



Alternate Base Rate 1 2
 Applicable Percentage
 Applicable Rate provided
 ABR
    
    Eurodollar
    
    Commitment FeeLeverage Ratio:
    
    Spread
    
    Spread
    
    RateCategory 1
    
    
    1.25
    
    
    
    2.75
    
    
    
    0.50Greater than or equal to
6.00 to 1.00Category 2
    
    
    1.00
    
    
    
    2.50
    
    
    
    0.50Greater than or equal to
5.00 to 1.00 but less
than 6.00 to 1.00Category 3
    
    
    0.75
    
    
    
    2.25
    
    
    
    0.375Less than 5.00 to 1.00
  4




---



##### 



provided
 Assignment and Acceptance
 Board
 Borrower
 Borrowing
 Borrowing Request
 Business Day provided Business Day
 California Property th
 Capital Expenditures
 Capital Lease Obligations
 5




---



##### 



Change in Control
 Change in Law
 Class
 Code
 Collateral
 Collateral Agent
 Common Stock
 Company Notes
 Consolidated EBITDA plus plus
 6




---



##### 



minus
 Consolidated Interest Expense
 Consolidated Net Income
 Consolidated Term Borrowing
 Consolidated Term Loans
 7




---



##### 



Consolidated Term Loan Lender
 Control Controlling Controlled
 Current Redeemable Equity
 Default
 Disclosed Matters
 dollars $
 Effective Date Transactions
 Environmental Laws
 Environmental Liability
 ERISA
 ERISA Affiliate
 8




---



##### 



ERISA Event
 ESOP
 ESOP Plan and Trust Document
 Eurodollar
 Event of Default
 Excluded Taxes
 9




---



##### 



Existing Credit Agreement Existing Revolving Loans Existing
Term Loans
 Existing Letters of Credit
 Existing Term Loan Lender
 Existing Term Loan Maturity Date
 Federal Funds Effective Rate
 Financial Officer
 Fixed Charge Capital Expenditures
 Fixed Charge Coverage Ratio
 10




---



##### 



Foreign Lender
 Foreign Subsidiary
 Fourth Restatement Effective Date
 Fourth Restatement Term Loan
 Fourth Restatement Term Loan Lender
 Fourth Restatement Term Loan Maturity Date
 GAAP
 Governmental Authority
 Guarantee guarantor primary
obligor provided
 11




---



##### 



Hazardous Materials
 Hedging Agreement
 Holdco 2005 Notes
 Holdings
 Holdings Included Indebtedness
 Indebtedness
 12




---



##### 



Indemnified Taxes
 Indemnity, Subrogation and Contribution Agreement
 Interest Election Request
 Interest Payment Date
 Interest Period provided
    Inventory
 Issuing Bank
 13




---



##### 



June 2004 Notes 1 4 1 4
 June 2004 Notes Documents
 LC Disbursement
 LC Exposure
 Lenders
 Letter of Credit
 Leverage Ratio
 LIBO Rate
 14




---



##### 



LIBO Rate
 Lien
 Loan Documents
 Loan Parties
 Loans
 Material Adverse Effect
 Material Indebtedness
 15




---



##### 



Moodys
 Mortgage
 Mortgaged Property
 Multiemployer Plan
 Net Proceeds
 Obligations
 Ohio Property
 Other Taxes
 16




---



##### 



Parent Guarantee Agreement
 PBGC
 Perfection Certificate
 Permitted Acquisition
 Permitted Encumbrances
   17




---



##### 



18




---



##### 



provided
 Permitted Investments
        19




---



##### 



Permitted Management Agreement
 Permitted Management Fees
 Permitted Owners
 Permitted S-X Adjustments
 20




---



##### 



Person
 Plan
 Pledge Agreement
 Prepayment Event
    21




---



##### 



provided
   Prime Rate
 Purchase Documents
 Put Refinancing Indebtedness
 Quarterly Payment Date
 Register
 Regulation U
 22




---



##### 



Regulation X
 Related Parties
 Required Lenders
 Restatement Transactions
 Restricted Payment
 Restricted Transaction Conditions plus
 Revolving Availability minus
 Revolving Availability Period
 Revolving Borrowing
 Revolving Commitment
 23




---



##### 



Revolving Exposure
 Revolving Lender
 Revolving Loan
 Revolving Maturity Date
 S&P
 Secured Parties
 Secured Leverage Ratio
 Security Agreement
 Security Documents
 Sold Business
 Statutory Reserve Rate
 24




---



##### 



Stockholders Agreement
 Subordinated Indebtedness
 subsidiary parent
 Subsidiary
 Subsidiary Guarantee Agreement
 Subsidiary Loan Party
 25




---



##### 



Taxes
 Total Debt
 Tracker Sub
 TRW
 TRW Agreement
 Type
 Withdrawal Liability
 Classification of Loans and Borrowings. e.g. e.g. e.g. e.g.
 26




---



##### 



e.g. e.g.
 Terms Generally.
 Accounting Terms; GAAP. provided
  The Credits
 Commitments; Outstanding Loans.
 27




---



##### 



Loans and Borrowings. provided
 provided
 provided provided
  Requests for Borrowings.
 28




---



##### 



provided
        Letters of Credit. General.
 Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.
 29




---



##### 



Expiration Date.
 Participations.
 Reimbursement.
 30




---



##### 



provided mutatis mutandis
 Obligations Absolute. provided
 31




---



##### 



Disbursement Procedures. provided
 Interim Interest. provided
 Replacement of the Issuing Bank.
 Cash Collateralization.
 32




---



##### 



provided
 Funding of Borrowings. provided
  33




---



##### 



Interest Elections.
        34




---



##### 



Termination and Reduction of Commitments.
 provided
   35




---



##### 



provided
 Repayment of Loans; Evidence of Debt.
   prima facie provided
  Amortization of Consolidated Term Loans.
 36




---



##### 



provided
 Prepayment of Loans.
   37




---



##### 



provided
 provided
 Fees.
 38




---



##### 



provided
    Interest.
  39
        provided
  Alternate Rate of Interest.
    Increased Costs.
  40




---



##### 



provided provided further 41
       Break Funding Payments.
 Taxes. provided
  42
       provided
   Payments Generally; Pro Rata Treatment; Sharing of Setoffs. 43
        provided
 44
        Mitigation Obligations; Replacement of Lenders.
 provided
 Same Indebtedness; Other References.
  45




---



##### 



Optional Increase in Revolving Commitments; Added Term Loans. Commitment Acceptance provided
   46




---



##### 



Non-increasing Revolving Lender Increased Revolving
Commitment Lender
  Representations and Warranties
  47




---



##### 



Organization; Powers.
 Authorization; Enforceability.
 Governmental Approvals; No Conflicts.
 Financial Condition; No Material Adverse Change.
 48
          Properties.
   Litigation and Environmental Matters. 49
         Compliance with Laws and Agreements.
 Investment and Holding Company Status.
 Taxes.
 ERISA.
 Disclosure. 50
       provided
 Subsidiaries.
 Insurance.
 Labor Matters.
 Solvency. 51
        Security Documents.
   Federal Reserve Regulations.
  TRW Agreement. 52
        Purchase Documents
  Conditions
 Opening Covenants.
 Loan Party Certificates
 Good Standing Certificates
 Formation Documents
 Prior to Initial Credit Event.
 Notes 53
       June 2004 Notes Consent
 Purchase Documents Closing
 Subordinated Indebtedness
 Disbursement Instructions
 Guarantees
 Security Agreements
 Pledge Agreement
 Indemnity, Subrogation and Contribution Agreement 54
        Closing Fees
 Mortgages
 Legal Opinion
 Lien Searches; Filings
 Evidence of Insurance
 Absence of Litigation
 Bringdown Certificate
 55




---



##### 



Other Matters
 Each Credit Event.
     Affirmative Covenants
  Financial Statements and Other Information.
  56




---



##### 



57




---



##### 



provided
 Notices of Material Events.
      Information Regarding Collateral. 58
        Existence; Conduct of Business. provided
 Payment of Obligations.
 Maintenance of Properties.
 Insurance.
   59




---



##### 



Casualty and Condemnation. 60
        provided
  Books and Records; Inspection and Audit Rights.
 Compliance with Laws and Agreements.
 Use of Proceeds and Letters of Credit. 61
        Additional Subsidiaries.
 Further Assurances.
  62
        Negative Covenants
  Indebtedness; Certain Equity Securities.
   provided
 provided
 provided
 provided
 63




---



##### 



minus
   Liens.
   64




---



##### 



provided
 provided
   Fundamental Changes. provided
  65




---



##### 



Investments, Loans, Advances, Guarantees and Acquisitions.
 provided however provided further however provided
   provided
 provided
 66




---



##### 



provided
     minus
    Asset Sales.
  67




---



##### 



provided
 provided
      provided
 Sale and Lease-Back Transactions.
 Hedging Agreements.
 68




---



##### 



Restricted Payments; Certain Payments of Indebtedness.
            69




---



##### 



provided
          Transactions with Affiliates.
 70




---



##### 



Restrictive Agreements. provided
 Amendment of Material Documents. provided
 71




---



##### 



Leverage Ratios.
 Fiscal Quarter Ending
    
    Maximum RatioOctober 28, 2005
    
    
    7.50 to 1All of fiscal year 2006
    
    
    6.75 to 1All of fiscal year 2007
    
    
    6.25 to 1All of fiscal year 2008
and thereafter
    
    
    5.50 to 1.
  Fixed Charge Coverage Ratio
 Certain Actions under June 2004 Note Documents.
  Events of Default
 72




---



##### 



Events of Default
       provided
  73




---



##### 



74




---



##### 



The Administrative Agent
    75




---



##### 



76




---



##### 



Miscellaneous
 Notices.
    (i)
    
    National City Bank, International Division #7532, P.O. Box
5101, 23000 Millcreek Boulevard, Cleveland, Ohio 44122, Attention of Patricia
Bounds (Telecopy No. (216) 488-7550), National City Bank, 1900 East Ninth
Street, Locator 01-2083, Cleveland, Ohio 44114, Attention of Christian S. Brown
(Telecopy No. (216) 222-9396), or(ii)
    
    JPMorgan Chase Bank, N.A., Standby Letter of Credit Department,
Global Trade Services, 10420 Highland Manor Dr., Tampa, Florida 33610,
Attention: Gina Thomas (Telecopy No. (813) 432-5161), with a
 77




---



##### 



Waivers; Amendments.
 provided
 78




---



##### 



provided further
 provided
 79




---



##### 



Expenses; Indemnity; Damage Waiver.
 Indemnitee provided
  80




---



##### 



provided
   Successors and Assigns.
  provided
 provided
 81




---



##### 



provided
     Approved Fund CLO
 Approved Fund
 CLO
 82




---



##### 



Register
  Participant provided provided
 83




---



##### 



provided
 Survival.
 Counterparts; Integration; Effectiveness.
 84




---



##### 



Severability.
 Right of Setoff.
 Governing Law; Jurisdiction; Consent to Service of Process.
   85




---



##### 



WAIVER OF JURY TRIAL.
 Headings.
 Confidentiality. Information
 86




---



##### 



provided
 Joint Lead Arrangers, et al.
 Interest Rate Limitation. Charges Maximum Rate
 Existing Credit Agreement; Effectiveness of Amendment and Restatement.
  87




---



##### 



AT HOLDINGS CORPORATIONby
    
    
    
    /s/ Michael S. LipscombName:
    
    Michael S. LipscombTitle:
    
    Chairman, President andChief Executive Officer
 ARGO-TECH CORPORATIONby
    
    
    
    /s/ Frances S. St.ClairName:
    
    Frances S. St.ClairTitle:
    
    Executive Vice President andChief Financial Officer
 NATIONAL CITY BANK, as
Administrative Agent, as Issuing Bank and
as a Lender,by
    
    
    
    /s/ Christian S. BrownName:
    
    Christian S. BrownTitle:
    
    Vice President




---



##### 



JPMORGAN CHASE BANK, N.A., as
Syndication Agent, Issuing Bank and as a 
Lenderby
    
    
    
    /s/ Matthew H. MassieName:
    
    Matthew H. MassieTitle:
    
    Managing Director
 89




---



##### 



GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Documentation 
Agent and as a Lenderby
    
    
    
    /s/ Kelly StotlerName:
    
    Kelly StotlerTitle:
    
    Duly Authorized Signatory
 90




---



##### 



FIRSTMERIT BANK, N.A., as Co-
Documentation Agent and as a Lenderby
    
    
    
    /s/ Kim GottfriedName:
    
    Kim GottfriedTitle:
    
    Senior Vice President
 91