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”).
TAX SHARING AGREEMENTTax 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”).
ContractGuarantee 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).
