TransDigm Group INC Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2017 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
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FIFTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 8th, 2023 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

This FIFTEENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 25, 2023, is entered into by and among the following parties:

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TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of August 18,...
Indenture • August 18th, 2023 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE dated as of August 18, 2023, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”), and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”).

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TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of February 13,...
Indenture • February 13th, 2019 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE dated as of February 13, 2019, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”), and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”).

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TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of November 28,...
Indenture • November 28th, 2023 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE dated as of November 28, 2023, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”), and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 30th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AGREEMENT, dated as of July 27, 2018, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Michael Lisman (the “Executive”).

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LIMITED LIABILITY COMPANY AGREEMENT OF CALSPAN JETS LLC
Limited Liability Company Agreement • May 7th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of CALSPAN JETS LLC, a Delaware limited liability company (the “Company”), does hereby execute this Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”) effective as of this 5th day of January 2024. The Company was formed as a Delaware limited liability company on the 5th day of January 2024, upon the filing of its Certificate of Formation with the Secretary of State of the State of Delaware.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FPT INDUSTRIES LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • May 7th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of FPT Industries LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”) effective as of this 21st day of March, 2024. The Company was formed as a Delaware limited liability company on the 15th day of November, 2023, upon the filing of its Certificate of Formation with the Secretary of State of the State of Delaware.

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First Amended and Restated Operating Agreement OF
Operating Agreement • August 8th, 2023 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of 703 City Center Boulevard, LLC, a Virginia limited liability company (the “Company”), does hereby execute this First Amended and Restated Operating Agreement of the Company (this “Agreement”), effective as of this 8th day of May, 2023.

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TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent and THE BANK OF NEW YORK MELLON, as UK Collateral Agent INDENTURE Dated as of September 19,...
Indenture • September 20th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE dated as of September 19, 2024, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”), and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”).

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TRANSDIGM UK HOLDINGS PLC, TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 8, 2018 6.875% Senior Subordinated Notes due 2026
Indenture • May 14th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE dated as of May 8, 2018, among TrasnDigm UK Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

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ELEVENTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2018 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Supplemental Indenture • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is entered into by and among Skandia, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Bruce Aerospace

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JOINDER AGREEMENT
Joinder Agreement • September 23rd, 2011 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

THIS JOINDER AGREEMENT (this “Agreement”), dated as of September 22, 2011, is entered into between Schneller International Sales Corp., an Ohio corporation (the “New Subsidiary”), and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”), under that certain Credit Agreement, dated as of February 14, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TransDigm Inc., a Delaware corporation (the “Borrower”), TransDigm Group Incorporated, a Delaware corporation, the Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

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First Amended and Restated Limited Liability Company Agreement OF Raptor Labs Intermediate, LLC, A Delaware Limited Liability Company
Limited Liability Company Agreement • November 7th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of Raptor Labs Intermediate, LLC, a Delaware limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company (this “Agreement”), effective as of this 31 day of July 2024.

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AMENDMENT NO. 16, LOAN MODIFICATION AGREEMENT and REFINANCING FACILITY AGREEMENT dated as of June 4, 2024, relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE...
Loan Modification Agreement • June 4th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014 (this “Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Article I) and GOLDMAN SACHS BANK USA (as successor to Credit Suisse AG), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”).

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FORM OF OPTION AGREEMENT (2019) – FIVE-YEAR GRANT AND EXTENSION GRANT STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • November 19th, 2019 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware

TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its 2014 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

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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
Merger Agreement • October 11th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • 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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FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HARCOSEMCO LLC
Limited Liability Company Agreement • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of HARCOSEMCO LLC, a Connecticut limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company effective October 10, 2018. The Company was formed as a Connecticut limited liability company on March 31, 2014, upon the filing of its Articles of Organization with the Secretary of State of the State of Connecticut.

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FORM OF OPTION AGREEMENT (FY25) – DIRECTORS STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • November 7th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware

TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its 2019 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, including any applicable country-specific terms, attached hereto as Exhibit A (the “Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

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NON-DISCLOSURE AGREEMENT
Non-Disclosure Agreement • May 7th, 2013 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Florida

This is a Non-Disclosure Agreement (this “Agreement”), effective as of the date stated below (the “Effective Date”), between Aerosonic Corporation, a Delaware corporation (the “Company”), and the undersigned (the “Counterparty”).

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LIMITED LIABILITY COMPANY AGREEMENT OF HARCO LLC
Limited Liability Company Agreement • August 7th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of HARCO LLC, a Connecticut limited liability company (the “Company”), does hereby execute this Limited Liability Company Agreement of the Company effective March 31, 2014. The Company was formed as a Connecticut limited liability company on March 31, 2014, upon the filing of its Articles of Organization with the Secretary of State of the State of Connecticut.

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TRANSDIGM INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2019 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

TransDigm Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to MS and CS, as representatives of the initial purchasers (set forth on Schedule I hereto (the “Initial Purchasers”)), upon the terms set forth in a purchase agreement, dated as of February 1, 2019 (the “Purchase Agreement”), $550,000,000 aggregate principal amount of its 7.50% Senior Subordinated Notes due 2027 (the “Initial Securities”), to be unconditionally guaranteed (the “Guarantees”) by TransDigm Group Incorporated (“TD Group”), TransDigm UK Holdings plc (“TD UK”) and the subsidiaries of the Issuer listed on Schedule II hereto (such subsidiaries are hereinafter collectively referred to as the “Company Guarantors”). TD Group, TD UK and the Company Guarantors are collectively referred to herein as the “Guarantors” and the Issuer, TD Group, TD UK and the Company Guarantors are collectively referred to herein as the “Company”. The Initial Securities will be issued pursuant to an indenture, dated as of

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SEVENTH SUPPLEMENTAL INDENTURE Dated as of May 9, 2017 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Seventh Supplemental Indenture • August 8th, 2017 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 9, 2017, is entered into by and among North Hills Signal Processing Corp., a Delaware corporation (“North Hills”), North Hills Signal Processing Overseas Corp., a Delaware corporation (together with North Hills, the “Guaranteeing Subsidiaries”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a De

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Contract
Indenture • April 8th, 2020 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
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THIRD SUPPLEMENTAL INDENTURE Dated as of April 1, 2016 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Third Supplemental Indenture • November 15th, 2016 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 1, 2016, by and among Breeze-Eastern LLC, a Delaware limited liability company, (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Bruce Aerospace

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2023 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 26, 2023, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Michael Lisman (the “Executive”). This Agreement is a continuation of, and amends and restates in its entirety, the Employment Agreement, dated as of July 27, 2018, by and between the Company and the Executive (the “Original Agreement”), which Original Agreement was amended as of November 15, 2021 (as amended, the “Amended Agreement”).

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FIFTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AGREEMENT, dated as of April 26, 2018, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and W. Nicholas Howley (the “Executive”).

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FIFTH SUPPLEMENTAL INDENTURE Dated as of July 8, 2016 to Indenture Dated as of June 4, 2014 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Fifth Supplemental Indenture • November 15th, 2016 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 8, 2016, by and among ILC Holdings, Inc., a Delaware corporation (“ILC Holdings”), ILC Industries, LLC, a Delaware limited liability company (“ILC Industries”), Data Device Corporation, a Delaware corporation (“DDC”), Beta Transformer Technology Corporation, a New York corporation (“Beta Corporation”), and Beta Transformer Technology LLC, a Delaware limited liability company (“Beta LLC” and, together with ILC Holdings, ILC Industries, DDC and Beta LLC, the “Guaranteeing Subsidiaries”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospac

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TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of June 4, 2014 6.000% Senior Subordinated Notes due 2022
Indenture • June 6th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

INDENTURE dated as of June 4, 2014, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

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OPERATING AGREEMENT OF CALSPAN AERO SYSTEMS ENGINEERING LLC
Operating Agreement • May 7th, 2024 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of CALSPAN AERO SYSTEMS ENGINEERING LLC, a Minnesota limited liability company (the “Company”), does hereby execute this Operating Agreement of the Company (this “Operating Agreement”) effective as of this 16th day of January 2024.

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PURCHASE AGREEMENT among AAR INTERNATIONAL, INC., AAR MANUFACTURING, INC., TRANSDIGM INC. and TRANSDIGM GERMANY GMBH Dated as of February 20, 2015
Purchase Agreement • February 24th, 2015 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware

THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 20th day of February, 2015 by and among AAR International, Inc., an Illinois corporation (“AAR International”), AAR Manufacturing, Inc., an Illinois corporation (“AAR Manufacturing” and, together with AAR International, “Sellers”), TransDigm Inc., a Delaware corporation (“Buyer”), and TransDigm Germany GmbH, a limited liability company incorporated under the law of Germany, with registered seat in Ingolstadt, Germany, registered with the commercial register of the Local Court of Ingolstadt, Germany, under HRB 7144 (“German Buyer”).

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FORM OF JOINDER AGREEMENT
Joinder Agreement • November 18th, 2011 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

THIS JOINDER AGREEMENT (this “Agreement”), dated as of September 22, 2011, is entered into between [Schneller Holdings LLC, a Delaware limited liability company] [Schneller LLC, a Delaware limited liability company] [Schneller International Sales Corp., an Ohio corporation] (the “New Subsidiary”), and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”), under that certain Credit Agreement, dated as of February 14, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TransDigm Inc., a Delaware corporation (the “Borrower”), TransDigm Group Incorporated, a Delaware corporation, the Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

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JOINDER AGREEMENT
Joinder Agreement • September 17th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

THIS JOINDER AGREEMENT (this “Agreement”), dated as of September 14, 2012, is entered into between Aero-Instruments Co., LLC, an Ohio limited liability company (the “New Subsidiary”), and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”), under that certain Credit Agreement, dated as of December 6, 2010 (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TransDigm Inc., a Delaware corporation (the “Borrower”), TransDigm Group Incorporated, a Delaware corporation, the Subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto and the Agent. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

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NON-DISCLOSURE AGREEMENT
Non-Disclosure Agreement • May 7th, 2013 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Florida

THIS AGREEMENT is entered into as of August 1, 2012, by and between AEROSONIC CORPORATION having its primary place of business at 1212 North Hercules Avenue, Clearwater, Florida (hereinafter referred to as Aerosonic or DISCLOSING PARTY) and TransDigm Group Incorporated having its place of business at 1301 East 9th Street, Suite 3000, Cleveland, OH 44114 (hereinafter referred to as TRANSDIGM or RECEIVING PARTY).

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TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of June 12, 2015 to Indenture Dated as of June 4, 2014 by and among...
Second Supplemental Indenture • August 5th, 2015 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 12, 2015, by and among Pexco Aerospace, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Malaysian Aerospace Service

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