**EXHIBIT10.42****PROFESSIONAL SERVICES AGREEMENT**     This PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of October 28, 2005between                      (the “Service Provider”) and AT Holdings Corporation, a Delawarecorporation (the “Company”).     WHEREAS, the Service Provider, by and through its officers, employees, directors, agents,representatives and affiliates, has expertise in the areas of corporate management, finance,investment, acquisitions and other matters relating to the business of the Company and itssubsidiaries;     WHEREAS, the Service Provider has rendered certain services in connection with securing,structuring and negotiating the equity and debt financing for the transactions contemplated by thatcertain Agreement and Plan of Merger, dated as of September 13, 2005 (the “MergerAgreement”), by and among V.G.A.T. Investors, LLC, a Delaware limited liability company(“V.G.A.T.”), Vaughn Merger Sub, Inc. a Delaware corporation, Greatbanc Trust Company, astrustee for the Argo-Tech Corporation Employee Stock Ownership Plan, the Company and Argo-TechCorporation, a Delaware corporation (“Argo-Tech”); and     WHEREAS, the Company desires to avail itself, for the term of this Agreement, of the expertiseof the Service Provider in the aforesaid areas, in which it acknowledges the expertise of theService Provider;     NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditionsherein set forth, the parties hereto agree as follows:     1. Appointment. The Company hereby appoints the Service Provider to render theadvisory and consulting services described in Section 2 commencing on the Closing Date (asdefined in Section 3(b)).     2. Services. The Service Provider hereby agrees that, commencing on the Closing Date,it shall render to the Company and its subsidiaries, by and through such of Service Provider’sofficers, employees, directors, agents, representatives and affiliates as such Service Provider, inits sole discretion, shall designate from time to time, advisory and consulting services inrelation to the affairs of the Company and its subsidiaries in connection with strategic financialplanning and other services not referred to in the next sentence, including, without limitation,advisory and consulting services in relation to the selection, supervision and retention ofindependent auditors, the selection, retention and supervision of outside legal counsel, and theselection, retention and supervision of investment bankers or other financial advisors orconsultants. It is expressly agreed that the services to be performed hereunder shall not include(a) investment banking or other financial advisory services rendered by the Service Provider or itsaffiliates to the Company or any of its subsidiaries after the Closing Date in connection withacquisitions, divestitures, refinancings, restructurings and similar transactions by the Company orany of its subsidiaries or (b) full-time or part-time employment by the Company or any of itssubsidiaries of any officer, employee, director or partner of the Service Provider or itsaffiliates for which, in each case, such Service Provider or affiliate shall be entitled to receiveadditional compensation.
 

 
     3. Fees.          (a) In consideration of the services contemplated by Section 2, subject to theprovisions of Section 6, the Company hereby agrees to pay to the Service Provider a perannum advisory fee (the “Advisory Fee”) equal to $375,000 commencing at the Closing Date.For the period from the Closing Date through December 31, 2005, the Advisory Fee shall be pro ratedbased on the number of days in such period and shall be payable in full on the Closing Date. Forall periods beginning after December 31, 2005, the Advisory Fee shall be payable semi-annually inadvance on January 1 and July 1 of each calendar year. The Advisory Fee shall be fully earned whenaccrued or paid, as the case may be.          (b) At the time of the closing (the “Closing Date”) of the transactions contemplatedby the Merger Agreement, the Company hereby also agrees to (i) pay to the Service Provider atransaction fee (the “Transaction Fee”) equal to $2,687,500**,**which Transaction Fee shall bepayable for services rendered in connection with securing, structuring and negotiating the equityand debt financing for the transactions contemplated by the Merger Agreement and (ii) reimburse theService Provider for all Out-of-Pocket Expenses (as defined below) incurred by it on and prior tothe Closing Date in connection with the services described in the foregoing clause.          (c) The Service Provider shall be entitled to be paid (i) a fee by the Company for anyinvestment banking services provided by it in connection with a Company Sale (as defined in thatcertain Securityholders Agreement, dated as of the date hereof, by and among V.G.A.T., the Companyand certain of the securityholders of V.G.A.T and the Company from time to time party thereto, asthe same may be amended, modified or restated from time to time (the “SecurityholdersAgreement”)) in an amount equal to 0.50% of the sum of the consideration received by theCompany in connection with such Company Sale plus the principal amount of the Company’sindebtedness assumed by the purchaser in connection with such Company Sale and (ii) customary andreasonable fees for any other transaction relating to (A) any acquisition, divestiture or othertransaction by V.G.A.T, the Company, Argo-Tech or any of its subsidiaries, (B) any initial PublicOffering by an Issuer (each as defined in the Securityholders Agreement), or (C) any debt or equityfinancing by or involving V.G.A.T, the Company, Argo-Tech or any of their respective subsidiaries.     4. Reimbursements. In addition to the Advisory Fee and the Transaction Fee, theCompany hereby agrees to pay directly or reimburse the Service Provider, at the direction of theService Provider, for its and its officers’, employees’, directors’, agents’, representatives’ andaffiliates’ Out-of-Pocket Expenses (as defined below) incurred after the Closing Date in connectionwith the services described in Section 2. For the purposes of this Agreement, the term“Out-of-Pocket Expenses” shall mean the amounts paid by or on behalf of the ServiceProvider in connection with the services contemplated hereby, including, but not limited to, (a) fees and disbursements of anyindependent professionals and organizations, including, without limitation, independent auditorsand outside legal counsel, investment bankers or other financial advisors or consultants, (b) costsof any outside services or independent contractors, such as financial printers, couriers, businesspublications or similar services, (c) transportation, per diem, telephone calls, word processingexpenses or any similar expense, and (d) bank ticking or other similar fees in connection with anyproposed financing for the Company and/or any of its subsidiaries. All reimbursements forOut-of-Pocket Expenses contemplated hereby shall be
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made by wire transfer of immediately availablefunds to an account designated by the Service Provider promptly upon, or as soon as practicableafter, presentation by the Service Provider of the statement in connection therewith.     5. Liability. Neither the Service Provider nor any of its affiliates, partners,members, officers, directors, employees, agents, representatives and securityholders (collectively,the “Service Provider Group”) shall be liable to the Company or its subsidiaries oraffiliates for any loss, liability, damage or expense (collectively, a “Loss”) arising outof or in connection with the performance of services contemplated by this Agreement, unless andthen only to the extent that such Loss is determined by a court in a final order from which noappeal can be taken, to have resulted solely from the gross negligence or willful misconduct on thepart of such member of the Service Provider Group. The Service Provider makes no representationsor warranties, express or implied, in respect of the services to be provided by the ServiceProvider Group. Except as the Service Provider otherwise may agree in writing on or after theClosing Date: (a) each member of the Service Provider Group shall have the right to, and shall haveno duty (contractual or otherwise) not to, directly or indirectly: (i) engage in any PermittedBusiness (as defined in V.G.A.T.’s Amended and Restated Limited Liability Company Agreement, as ineffect from time to time, the “LLC Agreement”) or similar business activities or lines ofbusiness as the Company or its subsidiaries or affiliates, (ii) do business with any client,customer, supplier, lender or investor of, to or in the Company or its subsidiaries or affiliateswith respect to a Permitted Business and (iii) develop a strategic relationship with a PermittedBusinesses; (b) no member of the Service Provider Group shall be liable to the Company or itssubsidiaries or affiliates for breach of any duty (contractual or otherwise) by reason of any suchactivities or of such person’s participation therein; and (c) in the event that any member of theService Provider Group acquires knowledge of a potential transaction or matter that may be acorporate opportunity for both (A) the Company or any of its subsidiaries or affiliates, on the onehand, and (B) such member of the Service Provider Group, on the other hand, or any other person,other than to the extent such corporate opportunity involves a Permitted Business, no member of theService Provider Group shall have any duty (contractual or otherwise) to communicate or presentsuch corporate opportunity to the Company or its subsidiaries and, notwithstanding any provision ofthis Agreement to the contrary, shall not be liable to the Company, its subsidiaries or any oftheir affiliates for breach of any duty (contractual or otherwise) by reasons of the fact that anymember of the Service Provider Group directly or indirectly pursues or acquires such opportunityfor itself, directs such opportunity to another person, or does not present such opportunity to theCompany, its subsidiaries or any of their affiliates. In no event will any of the parties heretobe liable to any other party hereto for any punitive, exemplary, indirect, special, incidental orconsequential damages, including lost profits or savings, whether or not such damages areforeseeable, or in respect of any liabilities relating to any third party claims (whether based incontract, tort or otherwise) other than for the Claims relating to the serviceswhich may be provided by the Service Provider hereunder. Nothing in this Section 5shall limit the confidentiality obligations set forth in Section 9.4 of the LLC Agreement, or anyfiduciary obligations of the members of the management committee or similar body of V.G.A.T. or itssubsidiaries.     6. Term. This Agreement shall be effective as of the Closing Date and shall terminate(i) at such time after the Closing Date as                     , together with its affiliates (the“                    Investors”), in the aggregate, hold directly or indirectly, less thanthirty-percent (30%) of the units of V.G.A.T. acquired by the                      Investors pursuant to
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the Unit Purchase Agreement dated as of the date hereof, by and among V.G.A.T. and certain of itsequity holders or (ii) upon the consummation by any Issuer (as defined in the SecurityholdersAgreement) of an initial Public Offering (as defined in the Securityholders Agreement). Thissentence, the provisions of Sections 4, 5 and 7 through 14inclusive and the obligation of the Company to pay the Advisory Fees accrued during the term ofthis Agreement pursuant to Section 2 shall survive the termination of this Agreement.     7. Indemnification. The Company hereby agrees to defend, indemnify and hold harmlesseach member of the Service Provider Group (each an “Indemnified Party”) from and againstany and all losses, claims, damages and liabilities of whatever kind or nature, joint or several,absolute, contingent or consequential, to which such Indemnified Party may become subject under anyapplicable federal or state law, or any claim made by any third party, or otherwise, to the extentthey relate to or arise out of the services contemplated by this Agreement or the engagement of theService Provider pursuant to, and the performance by the Service Provider of the servicescontemplated by, this Agreement (each a “Claim”). The Company hereby agrees to reimburseany Indemnified Party for all reasonable costs and expenses (including, without limitation,reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigationof, preparation for or defense of any pending or threatened claim for which the Indemnified Partywould be entitled to indemnification under the terms of the previous sentence, or any action orproceeding arising therefrom, whether or not such Indemnified Party is a party hereto. The Companywill not be liable under the foregoing indemnification provision to the extent that any Claim, costor expense is determined by a court, in a final judgment from which no further appeal may be taken,to have resulted primarily from the gross negligence or willful misconduct of the Service Providerclaiming such indemnification.     8. Notices. All notices hereunder shall be in writing and shall be deliveredpersonally or mailed by United States mail, postage prepaid, addressed to the parties as follows:     To the Company:       AT Holdings Corporation  23555 Euclid Avenue  Cleveland, OH 44117  Facsimile: (216) 579-0212  Attention: Michael Lipscomb and Paul R. Keen Esq.       with copies (which shall not constitute notice to the Company) to:     V.G.A.T. Investors, LLC  c/o Vestar Capital Partners  245 Park Avenue, 41st Floor  New York, NY 10167  Facsimile:  (212) 808-4922  Attention: John R. Woodard and    General Counsel       and  
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     V.G.A.T. Investors, LLC  c/o Greenbriar Equity Group LLC  555 Theodore Fremd Avenue  Rye, New York 10580  Facsimile:  (914) 925-9699  Attention: Reginald L. Jones    John Daileader       and  Kirkland & Ellis LLP  Citigroup Center  153 East 53rd Street  New York, NY 10022  Facsimile:  (212) 446-6460  Attention: Michael Movsovich, Esq.    Christopher Neumann, Esq.       To Service Provider:                          Facsimile:         Attention:              with a copy (which shall not constitute notice tothe Service Provider) to:     Kirkland & Ellis LLP  Citigroup Center  153 East 53rd Street  New York, NY 10022  Facsimile:  (212) 446-6460  Attention: Michael Movsovich, Esq.    Christopher Neumann, Esq       9. Assignment. No party hereto may assign any obligations hereunder to any otherparty without the prior written consent of the other parties (which consent shall not beunreasonably withheld); provided that the Service Provider may, without the consent of theCompany, assign its rights under this Agreement to any of its affiliates.     10. No Waiver. No failure by any party to insist upon the strict performance of anycovenant, duty, agreement or condition of this Agreement or to exercise any right or remedyconsequent upon a breach thereof shall constitute a waiver of any such breach or any othercovenant, duty, agreement or condition.     11. Successors and Assigns. All covenants and agreements contained in this Agreementshall bind and inure to the benefit of the parties hereto and their respective heirs,
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executors, administrators, successors, legal representatives and permitted assigns, whether so expressed ornot.     12. Counterparts. This Agreement may be executed simultaneously in two or moreseparate counterparts, any one of which need not contain the signatures of more than one party, buteach of which shall be an original and all of which together shall constitute one and the sameagreement binding on all the parties hereto.     13. Entire Agreement; Modification; Governing Law. The terms and conditions hereofconstitute the entire agreement between the parties hereto with respect to the subject matter ofthis Agreement and supersede all previous communications, either oral or written, representationsor warranties of any kind whatsoever, except as expressly set forth herein. No modifications ofthis Agreement nor waiver of the terms or conditions thereof shall be binding upon either partyunless approved in writing by an authorized representative of such party. This Agreement shall begoverned by, and construed in accordance with, the laws of the State of New York applicable tocontracts made and to be performed therein, without giving effect to any choice of law or conflictof law rules or provisions (whether of the State of New York or any other jurisdiction) that wouldcause the application of the laws of any jurisdiction other than the State of New York. Anydispute relating hereto shall be heard in the state or federal courts of New York, New York, in theborough of Manhattan, and the parties agree to jurisdiction and venue therein.     14. Arbitration.          (a) Any disputes with regard to this Agreement that is not resolved by mutual agreement, otherthan as provided in Section 14(b), shall be resolved by binding arbitration before theAmerican Arbitration Association (“AAA”) in New York City pursuant to the rules of AAA.The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16 and shallbe conducted in accordance with the rules and procedures of AAA. Any judgmentupon the reward rendered by the arbitrator may be entered in any court having jurisdictionthereof. The arbitrator’s decision shall set forth a reasoned basis for any award of damages orfindings of liability. The arbitrator shall not have the power to award damages in excess ofactual compensatory damages and shall not multiply actual damages or award punitive damages, andeach party hereby irrevocable waives any claim to such damages. The costs of AAA and thearbitrator shall be borne by the Company. Each party shall bear its own costs (including, withoutlimitation, legal fees and fees of any experts) and out-of-pocket expenses.          (b) The parties hereby agree and stipulate that in the event of any breach or violation orviolation of this Agreement by any other party hereto, either threatened or actual, thenon-breaching parties’ rights shall include, in addition to any and all other rights available toany such non-breaching party at law or in equity, the right to seek and obtain any and allinjunctive relief or restraining orders available to it in courts of proper jurisdiction, so as toprohibit, bar, and restrain any and all such breaches or violations by any other party hereto.Each of the parties hereto further agrees that no bond need be filed in connection with any requestby any other party hereto for a temporary restraining order or for temporary or preliminaryinjunctive relief.     15. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLESTEXTENT PERMITTED BY LAW, ANY RIGHT TO
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TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTALTO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONSRELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,TORT, EQUITY OR OTHERWISE.**[END OF PAGE]**