FIFTH SUPPLEMENTAL INDENTURE Dated as of April 1, 2016 to Indenture Dated as of July 1, 2013 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
Exhibit 4.17
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS NAMED HEREIN,
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Dated as of April 1, 2016
to
Indenture
Dated as of July 1, 2013
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
7.50% Senior Subordinated Notes due 2021
of TransDigm Inc.
This FIFTH 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”), ▇▇▇▇▇ Rite Aerospace, Inc., a California corporation (“▇▇▇▇▇ 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”), ▇▇▇▇▇▇ Aerospace Inc., a Delaware corporation (“▇▇▇▇▇▇”), 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”), ▇▇▇▇▇ Aerospace Inc., a Delaware corporation (“▇▇▇▇▇ Aerospace”), CEF Industries, LLC, a Delaware limited liability company (“CEF”), Acme Aerospace, Inc., a Delaware corporation (“Acme”), ▇▇▇▇▇ Aerospace, Inc., a Delaware corporation (“▇▇▇▇▇”), Semco Instruments, Inc., a Delaware corporation, (“Semco”), ▇▇▇▇▇▇▇▇ Corporation, a California corporation (“▇▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc., a Delaware corporation (“▇▇▇▇▇▇▇▇▇ Aerospace DE”), ▇▇▇▇▇▇▇▇▇ Aerospace Holdings, Inc., a Delaware corporation (“▇▇▇▇▇▇▇▇▇ Aerospace Holdings”), ▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc., a Delaware corporation (“▇▇▇▇▇▇▇▇▇ Aerospace Investments”), ▇▇▇▇▇▇▇▇▇ Aerospace US LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇▇▇ Aerospace US”), Texas Rotronics, Inc., a Texas corporation (“Rotronics”), Electromech Technologies LLC (formerly Western Sky Industries, LLC), a Delaware limited liability company (“Electromech”), ▇▇▇▇▇▇▇▇▇ LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇▇▇”), HARCO LLC (formerly Harco Laboratories, Incorporated), a Connecticut limited liability company (“HARCO”), AmSafe Global Holdings, Inc., a Delaware corporation (“AmSafe Global”), Bridport Holdings, Inc., a Delaware corporation (“Bridport Holdings”), AmSafe, Inc., a Delaware corporation (“AmSafe Inc.”), Shield Restraint Systems, Inc. (formerly AmSafe Commercial Products, Inc.), a Delaware corporation (“Shield”), Bridport-Air Carrier, Inc., a Washington corporation (“Bridport-Air”), Bridport Erie Aviation, Inc., a Delaware corporation (“Bridport Erie”), Arkwin Industries, Inc., a New York corporation (“Arkwin”), Whippany Actuation Systems, LLC, a Delaware limited liability company (“Whippany”), Aerosonic LLC, a Delaware limited liability company (“Aerosonic”), Avionics Specialties, Inc., a Virginia corporation (“Avionics Specialties”), Airborne Global, Inc., a Delaware corporation (“Airborne Global”), Airborne Holdings, Inc., a Delaware Corporation (“Airborne Holdings”), Airborne Acquisition, Inc., a Delaware corporation (“Airborne Acquisitions”), Airborne Systems NA Inc., a Delaware corporation (“Airborne Systems NA”), Airborne Systems North America Inc., a Delaware corporation (“Airborne Systems North America”), Airborne Systems North America of CA Inc., a Delaware corporation (“Airborne Systems North America CA”), Airborne Systems North America of NJ Inc., a New Jersey corporation (“Airborne Systems North America NJ”), Telair US LLC, a Delaware limited liability company (“Telair US”), Telair International LLC, a Delaware limited liability company (“Telair International”), Pexco Aerospace, Inc., a Delaware corporation (“Pexco Aerospace”) and PneuDraulics, Inc., a California corporation (collectively with TD Group, ▇▇▇▇▇ Rite, Marathon, Champion, Avionic, ▇▇▇▇▇▇, CDA, ATI, Avtech, Transicoil, AeroControlex, ▇▇▇▇▇ Aerospace, CEF, Acme, ▇▇▇▇▇, Semco, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Aerospace DE, ▇▇▇▇▇▇▇▇▇ Aerospace Holdings, ▇▇▇▇▇▇▇▇▇ Aerospace Investments, ▇▇▇▇▇▇▇▇▇ Aerospace US, Rotronics, Electromech, Schneller, HARCO, AmSafe Global, Bridport Holdings, AmSafe Inc., Shield, Bridport-Air, Bridport Erie, Arkwin, Whippany, Aerosonic, Avionics Specialties, Airborne Global, Airborne Holdings, Airborne Acquisitions, Airborne Systems NA, Airborne Systems North America, Airborne Systems North America CA, Airborne Systems North America NJ, Telair US, Telair International and Pexco Aerospace, the “Existing Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
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WITNESSETH:
WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of July 1, 2013 (as supplemented by the First Supplemental Indenture thereto, dated as of December 19, 2013, the Second Supplemental Indenture thereto, dated as of April 9, 2015, the Third Supplemental Indenture thereto, dated as of May 29, 2015, and the Fourth Supplemental Indenture thereto, dated as of August 28, 2015, the “Indenture”), providing for the issuance by the Company of 7.50% Senior Subordinated Notes due 2021 (the “Notes”) and the guarantees thereof by each of the Existing Guarantors;
WHEREAS, the Indenture provides that under certain circumstances described therein, newly created or acquired Domestic Restricted Subsidiaries shall execute and deliver to the Trustee a supplemental indenture to the Indenture providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary (the “Guarantee”);
WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Existing Guarantors and the Guaranteeing Subsidiary have been done; and
WHEREAS, pursuant to Section 9.01(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | GUARANTEE, ETC. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder. |
3. | RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. |
4. | EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. |
5. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. |
6. | NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. |
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7. | COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. |
8. | EFFECT OF HEADINGS. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. |
9. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company. |
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date hereof.
TRANSDIGM INC.
By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Title: | Executive Vice President and Chief Financial Officer |
TRANSDIGM GROUP INCORPORATED
By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Title | Executive Vice President and Chief Financial Officer |
ACME AEROSPACE, INC.
▇▇▇▇▇ RITE AEROSPACE, INC.
AEROCONTROLEX GROUP, INC.
AIRBORNE ACQUISITION, INC.
AIRBORNE GLOBAL, INC.
AIRBORNE HOLDINGS, INC.
AIRBORNE SYSTEMS NORTH AMERICA OF CA INC.
AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC.
AMSAFE GLOBAL HOLDINGS, INC.
AMSAFE, INC.
ARKWIN INDUSTRIES, INC.
AVIATION TECHNOLOGIES, INC.
AVTECHTYEE, INC.
BRIDPORT-AIR CARRIER, INC.
BRIDPORT HOLDINGS, INC.
▇▇▇▇▇ AEROSPACE INC.
▇▇▇▇▇▇▇▇ CORPORATION
MARATHONNORCO AEROSPACE, INC.
▇▇▇▇▇▇▇▇▇ AEROSPACE DE, INC.
▇▇▇▇▇▇▇▇▇ AEROSPACE US LLC
By: | ▇▇▇▇▇▇▇▇▇ Aerospace DE, Inc., its sole member |
SHIELD RESTRAINT SYSTEMS, INC.
SEMCO INSTRUMENTS, INC.
▇▇▇▇▇▇ AEROSPACE INC.
[Signature Page to the Fifth Supplemental Indenture – 2021 Notes]
TEXAS ROTRONICS, INC.
TRANSICOIL LLC
By: | Aviation Technologies, Inc., its sole member |
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Title: | Chief Executive Officer |
AEROSONIC LLC
AVIONIC INSTRUMENTS LLC
BREEZE-EASTERN LLC
CDA INTERCORP LLC
CEF INDUSTRIES, LLC
CHAMPION AEROSPACE LLC
HARCO LLC
▇▇▇▇▇▇▇▇▇ LLC
TELAIR INTERNATIONAL LLC
TELAIR US LLC
WHIPPANY ACTUATION SYSTEMS, LLC
By: TransDigm Inc., its sole member
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Title: | Executive Vice President and Chief Financial Officer |
AIRBORNE SYSTEMS NA INC.
AIRBORNE SYSTEMS NORTH AMERICA INC.
AVIONICS SPECIALTIES, INC.
ELECTROMECH TECHNOLOGIES LLC
By: | ▇▇▇▇▇▇▇▇▇ Aerospace Investments, Inc., its sole member |
▇▇▇▇▇▇▇▇▇ AEROSPACE HOLDINGS, INC.
▇▇▇▇▇▇▇▇▇ AEROSPACE INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Title: | President |
BRIDPORT ERIE AVIATION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Title: | Vice President and Treasurer |
▇▇▇▇▇ AEROSPACE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
Title: | Chairman of the Board |
PEXCO AEROSPACE, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Title: | President |
[Signature Page to the Fifth Supplemental Indenture – 2021 Notes]
PNEUDRAULICS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Title: | Chief Executive Officer |
[Signature Page to the Fifth Supplemental Indenture – 2021 Notes]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
Title: | Vice President |
[Signature Page to the Fifth Supplemental Indenture – 2021 Notes]