Transdigm Holding Co Sample Contracts

To Indenture Dated as of December 3, 1998 By and Among TRANSDIGM INC., the Guarantors named therein and the Trustee --------------- Pursuant to which were issued $200,000,000 of 10-3/8% Senior Subordinated Notes due 2008 of TransDigm Inc.
Supplemental Indenture • July 19th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York
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EXHIBIT 10.10 TRANSDIGM INC. 10 3/8% SENIOR SUBORDINATED NOTES DUE 2008 PURCHASE AGREEMENT
Purchase Agreement • June 28th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York
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EXHIBIT 10.7
Employment Agreement • June 28th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec
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EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT Dated as of June 7, 2002
Registration Rights Agreement • June 28th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York
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EXHIBIT 2.1 ASSET PURCHASE AGREEMENT dated as of January 24, 2003
Asset Purchase Agreement • May 13th, 2003 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • Connecticut
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EXHIBIT 10.5
Employment Agreement • June 28th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec
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EMPLOYMENT AGREEMENT
Employment Agreement • November 23rd, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AGREEMENT, dated as of November 18, 2005, effective October 1, 2005 (the “Effective Date”), is made by and between TransDigm Holding Company, a Delaware corporation (the “Company”), and Greg Rufus (the “Executive”).

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EXHIBIT 10.12 FIRST AMENDMENT AND CONSENT FIRST AMENDMENT AND CONSENT (this "First Amendment"), dated as of May 14, 2002, among TRANSDIGM HOLDING COMPANY, a Delaware corporation ("Holdings"), TRANSDIGM INC., a Delaware Corporation (the "Borrower") the...
First Amendment and Consent • June 28th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec
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AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE – NET
Lease Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California
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DEPARTMENT OF THE PART 2-- PART 3-- TREASURY INTERNAL CERTIFICATION -- Under Penalties of Perjury, I certify Awaiting TIN REVENUE SERVICE that: / / (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a...
W-9 Form • June 28th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

PAYER'S REQUEST FOR CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 if you have TAXPAYER been notified by Taxpayer Identification the IRS that you are currently subject IDENTIFICATION NUMBER to backup withholding because of underreporting interest or Number ("TIN") and ("TIN") AND dividends on your tax return. Certifications CERTIFICATIONS Name Address (include zip code) SIGNATURE DATE ------------------------------------------------------------------------------------------------------------

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TRANSDIGM INC., THE GUARANTORS named herein and THE BANK OF NEW YORK, as Trustee _____________________ FIRST SUPPLEMENTAL INDENTURE Dated as of October 9, 2003 To Indenture Dated as of July 22, 2003 By and Among TRANSDIGM INC., the GUARANTORS named...
First Supplemental Indenture • October 30th, 2003 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

FIRST SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of October 9, 2003, among TD Finance Corporation, a Delaware corporation and a wholly-owned subsidiary of TransDigm Inc. (the “GUARANTEEING SUBSIDIARY”), TransDigm Inc., a Delaware corporation and the successor by merger to TD Funding Corporation (the “COMPANY”), TransDigm Holding Company, a Delaware corporation and the successor by merger to TD Acquisition Corporation (“HOLDINGS”), Adams Rite Aerospace, Inc., a California corporation (“ADAMS RITE”), ZMP, Inc., a California corporation (“ZMP”), Marathon Power Technologies Company, a Delaware corporation (“MARATHON”), Christie Electric Corp., a Delaware corporation (“CHRISTIE”), and Champion Aerospace, Inc., a Delaware corporation (“CHAMPION” and, together with the Guaranteeing Subsidiary, Holdings, Adams Rite, ZMP, Marathon and Christie, the “GUARANTORS”), and The Bank of New York, as trustee under the indenture referred to below (the “TRUSTEE”).

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AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION GUARANTY OF LEASE
Guaranty of Lease • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

WHEREAS, H & M PROPERTIES, a business name for VHEM, LLC, a California limited liability company, hereinafter “Lessor,” and Skurka Aerospace Inc. a Delaware corporation, hereinafter “Lessee,” are about to execute a document entitled “Standard Industrial/Commercial Single-Tenant Lease – Net” dated December 31, 2004 (“Lease”) concerning the premises as more particularly described in the Lease, wherein Lessor will lease the premises to Lessee, and

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Contract
Guarantee and Collateral Agreement • May 27th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

SUPPLEMENT NO. 3 dated as of May 24, 2005 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of July 22, 2003 (as supplemented from time to time, the “Guarantee and Collateral Agreement”), among TRANSDIGM INC., a Delaware corporation and the successor by merger to TD Funding Corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation and the successor by merger to TD Acquisition Corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto and the subsidiaries of the Borrower joined as Guarantors and Grantors under the Guarantee and Collateral Agreement pursuant to Supplement No. 1 and Supplement No. 2 thereto, dated as of October 9, 2003 and February 10, 2005, respectively (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”), and CREDIT SUISSE (formerly known a

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Contract
Credit Agreement • November 15th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York

AMENDMENT NO. 1 dated as of November 10, 2005 (this “Amendment”), to the Amended and Restated Credit Agreement dated as of April 1, 2004 (the “Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation (“Holdings”), the Lenders (as defined in Article I of the Credit Agreement), and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California

THIS NONCOMPETITION AGREEMENT, dated as of December 31, 2004, is between Skurka Aerospace Inc., a Delaware corporation (“Buyer”), and TransDigm, Inc., a Delaware corporation (“TransDigm”), and Howard Skurka (“Employee”), having a mailing address of 4600 Calle Bolero, Camarillo, California 93011.

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California

THIS NONCOMPETITION AGREEMENT, dated as of December 31, 2004, is between Skurka Aerospace Inc., a Delaware corporation (“Buyer”), and TransDigm, Inc., a Delaware corporation (“TransDigm”), and Howard Skurka (“Shareholder”), having a mailing address of 4600 Calle Bolero, Camarillo, California 93011.

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TAX SHARING AGREEMENT
Tax Sharing Agreement • October 30th, 2003 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York

THIS AGREEMENT (this “Agreement”) made and entered into as of July 22, 2003, by and among TD Holding Corporation, a Delaware corporation (“TD Holding”), TransDigm Holding Company, a Delaware corporation and direct wholly-owned subsidiary of TD Holding (“TDHC”), TransDigm Inc., a Delaware corporation and direct wholly-owned subsidiary of TDHC (“TransDigm”), and such direct and indirect subsidiaries of TD Holding that are listed on Exhibit A hereto from time to time (collectively with TDHC and TransDigm, the “Subsidiaries” and each individually, a “Subsidiary”).

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SEVERANCE AGREEMENT
Severance Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California

This Severance Agreement (this “Agreement”) is entered into as of , 2004, by and between Skurka Engineering Co., a California corporation (together with any successors, “Employer”), and Howard Skurka, an individual, (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 1.

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AGREEMENT AND PLAN OF MERGER between TD ACQUISITION CORPORATION and TRANSDIGM HOLDING COMPANY Dated as of June 6, 2003
Merger Agreement • July 30th, 2003 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York

AGREEMENT AND PLAN OF MERGER, dated as of June 6, 2003 (the “Merger Agreement”), between TD ACQUISITION CORPORATION, a Delaware corporation (“Buyer”), and TRANSDIGM HOLDING COMPANY, a Delaware corporation (the “Company”).

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Contract
Amendment Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York

AMENDMENT AGREEMENT dated as of April 1, 2004 (this “Agreement”), to the Credit Agreement dated as of July 22, 2003 (the “Existing Credit Agreement”), among TRANSDIGM, INC., a Delaware corporation, as successor to TD Funding Corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation, as successor to TD Acquisition Corporation (“Holdings”), the Subsidiaries of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Reaffirming Parties”), the lenders party to the Existing Credit Agreement (the “Existing Lenders”) and CREDIT SUISSE FIRST BOSTON, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), and as collateral agent for the Existing Lenders (in such capacity, the “Collateral Agent”).

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AGREEMENT AND PLAN OF MERGER OF TRANSDIGM INC. AND FLUID REGULATORS CORPORATION
Merger Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2005 (this “Agreement”), by and between TransDigm Inc., a corporation organized and existing under the laws of the State of Delaware (“TransDigm”), and Fluid Regulators Corporation, a corporation organized and existing under the laws of the State of Ohio (“Fluid”), pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”) and Section 1701.80 of the Ohio General Corporation Law (the “OGCL”).

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Retention Agreement – Howard Skurka
Retention Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

Set forth below are the agreed terms of employment of Howard Skurka (“Skurka”) by TransDigm, Inc. (“TransDigm”), conditioned on and effective as of the closing (the “Closing”) of the acquisition of substantially all of the assets of Skurka Engineering Company (the “Skurka Assets”) by TransDigm or a subsidiary of TransDigm (the TransDigm affiliate to which the Skurka Assets are assigned, the “Company”).

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AMENDMENT NUMBER ONE
Merger Agreement • July 30th, 2003 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York

Amendment Number One, dated as of July 9, 2003, to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 6, 2003, between TD Acquisition Corporation (“Buyer”) and TransDigm Holding Company (the “Company”). Any capitalized terms used herein without definition shall have the meaning assigned thereto in the Merger Agreement.

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FIRST AMENDMENT TO THE MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • December 20th, 2002 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

THIS FIRST AMENDMENT, dated as of December 12, 2002 (this “Amendment”), is made to that certain Management Stockholders’ Agreement, dated as of December 3, 1998 (the “Management Stockholders’ Agreement”), by and among TransDigm Holding Company, a Delaware corporation (“Holdings”), Odyssey Investment Partners Fund, LP (“Odyssey”), and those employees of TransDigm Inc. (“TransDigm”) listed on Schedule A to the Management Stockholders’ Agreement, as such Schedule has been amended though the date hereof (the “Management Stockholders”).

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Contract
Guarantee and Collateral Agreement • October 30th, 2003 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

SUPPLEMENT NO. 1 dated as of October 9, 2003, to the Guarantee and Collateral Agreement dated as of July 22, 2003 (the “Guarantee and Collateral Agreement”), among TRANSDIGM INC., a Delaware corporation and the successor by merger to TD Funding Corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation and the successor by merger to TD Acquisition Corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “SubsidiaryGuarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE FIRST BOSTON, (“CSFB”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).

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Contract
Guarantee and Collateral Agreement • February 16th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec

SUPPLEMENT NO. 2 dated as of February 10, 2005 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of July 22, 2003 (as supplemented from time to time, the “Guarantee and Collateral Agreement”), among TRANSDIGM INC., a Delaware corporation and the successor by merger to TD Funding Corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation and the successor by merger to TD Acquisition Corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto and the subsidiary of the Borrower joined as Guarantor and Grantor under the Guarantee and Collateral Agreement pursuant to Supplement No. 1 thereto, dated as of October 9, 2003 (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE FIRST BOSTON, (“CSFB”), as collateral agent (in such capacity, the “Collat

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