Exhibit 4.14 PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of December 3, 1998, made by each of the undersigned pledgors (each a "Pledgor" and, together with any other entity...Pledge Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
EXHIBIT 4.13 SECURITY AGREEMENTSecurity Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
amongCredit Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
Exhibit 2.2 AMENDMENT NUMBER ONE Amendment Number One, dated as of November 9, 1998, to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 3, 1998, between Phase II Acquisition Corp. ("Buyer") and TransDigm Holding Company...Agreement and Plan of Merger • January 29th, 1999 • Marathon Power Technologies Co • New York
Exhibit 10.3 TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (the "Agreement") is entered into as of December 3, by and between TransDigm Holding Company, ("Parent") and Transdigm Inc. (the "Subsidiary"); WHEREAS, Parent and Subsidiary are members of...Tax Sharing Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
REGISTRATION RIGHTS AGREEMENT Dated as of December 3, 1998 Among TRANSDIGM HOLDING COMPANY and KELSO INVESTMENT ASSOCIATES IV, L.P. and KELSO EQUITY PARTNERS II, L.P. 12% Pay-in-Kind Notes due 2009Registration Rights Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
INDENTUREIndenture • January 29th, 1999 • Marathon Power Technologies Co • New York
TRANSDIGM HOLDING COMPANY and STATE STREET BANK AND TRUST COMPANY, as Trustee --------------------- INDENTURE Dated as of December 3, 1998 --------------------- $20,000,000 12% Pay-in-Kind Notes due 2009 ---------------------Indenture • January 29th, 1999 • Marathon Power Technologies Co • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of December 3, 1998Registration Rights Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
AGREEMENT AND PLAN OF MERGER between PHASE II ACQUISITION CORP. and TRANSDIGM HOLDING COMPANY Dated as of August 3, 1998 TABLE OF CONTENTSMerger Agreement • January 29th, 1999 • Marathon Power Technologies Co • New York
