REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • New York
TD Funding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a Purchase Agreement dated as of July 15, 2003 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 83/8% Senior Subordinated Notes Due 2011 (the “Initial Securities”) to be guaranteed (the “Guaranties”) by TransDigm Holding Company and each of the subsidiaries of the Company listed in Schedule I hereto (collectively, the “Guarantors”). The Initial Securities will be issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to enter into this Agreement. Following the closing of the Company
CREDIT AGREEMENT dated as of July 22, 2003, among TD FUNDING CORPORATION, TD ACQUISITION CORPORATION, THE LENDERS NAMED HEREIN, and CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Collateral AgentCredit Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • New York
CREDIT AGREEMENT dated as of July 22, 2003, among TD FUNDING CORPORATION, a Delaware corporation (the “Borrower”), TD ACQUISITION CORPORATION, a Delaware corporation and the direct parent corporation of the Borrower (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland (“CSFB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
Form of Management Option Agreement] OPTION AGREEMENT FOR PERFORMANCE VESTED OPTIONSOption Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec
TD Holding Corporation (the “Company”), pursuant to its 2003 Stock Option Plan (the “Plan”), hereby grants to the Holder Performance Vested Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
GUARANTEE AND COLLATERAL AGREEMENT dated as of July 22, 2003, among TD FUNDING CORPORATION, TD ACQUISITION CORPORATION, the Subsidiaries of TRANSDIGM INC. identified herein, and CREDIT SUISSE FIRST BOSTON, as Collateral AgentGuarantee and Collateral Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • New York
STOCKHOLDERS’ AGREEMENT Dated as of July 22, 2003Stockholders’ Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of July 22, 2003, by and among TD Holding Corporation, a Delaware corporation (“Holdings”), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“Warburg Pincus”), the other institutional investors whose names and addresses are set forth from time to time on Schedule I hereto (such institutional investors, together with any Persons who become parties to this Agreement pursuant to the terms of Section 10.3(b) hereof, are hereinafter collectively referred to as the “Other Investors”; the Other Investors and Warburg Pincus are hereinafter collectively referred to as the “Institutional Investors”), and those employees of TransDigm Inc. and certain of its subsidiaries (collectively, “TransDigm”) whose names and addresses are set forth from time to time on Schedule II hereto (such employees, together with any Persons who become parties to this Agreement pursuant to Section 8.1 hereof and each of their respective P
AGREEMENT AND PLAN OF MERGER BETWEEN TRANSDIGM INC. AND TD FUNDING CORPORATIONAgreement and Plan of Merger • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2003 (this “Agreement”), by and between TransDigm Inc., a Delaware corporation (“TransDigm”), and TD Funding Corporation, a Delaware corporation (“TD Funding”).
Form of Management Option Agreement] OPTION AGREEMENT FOR ROLLOVER OPTIONSOption Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec
TD Holding Corporation (the “Company”), pursuant to its 2003 Stock Option Plan (the “Plan”), hereby grants to the Holder Rollover Options to purchase the number of shares of Stock set forth below. The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.
MANAGEMENT STOCKHOLDERS’ AGREEMENT Dated as of July 22, 2003Management Stockholders’ Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • Delaware
This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of July 22, 2003, by and among TD Holding Corporation, a Delaware corporation (“Holdings”), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“Warburg Pincus”), and those employees of TransDigm Inc. and certain of its subsidiaries (collectively, “TransDigm”) whose names and addresses are set forth from time to time on Schedule I hereto (such employees, together with any Persons who become parties to this Agreement pursuant to Section 7.1 hereof and each of their respective Permitted Transferees, are hereinafter collectively referred to as the “Management Stockholders”). Schedule I hereto shall be updated from time to time to include each Management Stockholder who becomes a party to this Agreement after the date hereof pursuant to the terms hereof. Capitalized terms used herein without definition elsewhere in this Agreement are defined in Section 19 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • New York
THIS AGREEMENT, dated as of June 6, 2003, is made by and between TransDigm Holding Company, a Delaware corporation (the “Company”), and W. Nicholas Howley (the “Executive”). This Agreement shall only become effective as of the effective time of the merger (the “Effective Date”) between TD Acquisition Corporation, a Delaware corporation, and the Company (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 6, 2003, and shall not become effective and shall be null and void upon any termination of the Merger Agreement in accordance with its terms.
TD HOLDING CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2003 • Marathon Power Technologies Co • Aircraft parts & auxiliary equipment, nec • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2003, among the institutional investors whose names and addresses are listed from time to time on Schedule I hereto (collectively, the “Institutional Investors”), those employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are listed on Schedule II hereto (the “Management Investors” and together with the Institutional Investors, the “Investors”), and TD Holding Corporation, a Delaware corporation (the “Company”).
TAX SHARING AGREEMENTTax Sharing Agreement • August 29th, 2003 • Marathon Power Technologies 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”).
