TRANSDIGM INC. 7¾%Senior Subordinated Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2007 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
TransDigm Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several initial purchasers (collectively, the “Initial Purchasers”) listed on Schedule A to a purchase agreement, dated January 31, 2007 (the “Purchase Agreement”), upon the terms set forth in such Purchase Agreement, $300,000,000 aggregate principal amount of its 7¾% Senior Subordinated Notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by TransDigm Group Incorporated and the subsidiaries of the Issuer listed on Schedule I hereto (such subsidiaries are hereinafter collectively referred to as the “Company Guarantors”) and, immediately following the Merger (as defined in the Purchase Agreement), by the parties listed on Schedule II hereto (the “ATI Guarantors”). TransDigm Group Incorporated, the Company Guarantors and the ATI Guarantors are collectively referred to herein as the “Guarantors” and the Issuer and the Guarantors are collectively referred to her
ContractGuarantee and Collateral Agreement • February 13th, 2007 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
SUPPLEMENT NO. 2 dated as of February 7, 2007, to the Guarantee and Collateral Agreement dated as of June 23, 2006 (the “Guarantee and Collateral Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a “SubsidiaryGuarantor” and collectively, the “SubsidiaryGuarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE as administrative agent and collateral agent (in such capacity, the “Agent”) for the Secured Parties (as defined herein).
JOINDER AGREEMENTJoinder Agreement • February 13th, 2007 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of February 7, 2007, is entered into between AVIATION TECHNOLOGIES, INC., a Delaware corporation, AVTECH CORPORATION, a Washington corporation, TRANSICOIL CORP., a Delaware corporation, WEST COAST SPECIALTIES, INC., a Washington corporation, MALAYSIAN AEROSPACE SERVICES, INC., a Delaware corporation (each a “New Subsidiary” and collectively, the “New Subsidiaries”) and CREDIT SUISSE, as Agent, under that certain Credit Agreement, dated as of June 23, 2006, as amended by Amendment No. 1, dated as of January 25, 2007, and as amended from time to time (as amended, 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 Agree
SECOND SUPPLEMENTAL INDENTURE Dated as of February 7, 2007 To Indenture Dated as of June 23, 2006 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, the GUARANTORS named therein and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeSupplemental Indenture • February 13th, 2007 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
SECOND SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of February 7, 2007, among Aviation Technologies, Inc., a Delaware corporation (“ATI”), Avtech Corporation, a Washington corporation (“AVTECH”), Transicoil Corp., a Delaware corporation (“TRANSICOIL”), West Coast Specialties, Inc., a Washington corporation (“WEST COAST”), Malaysian Aerospace Services, Inc., a Delaware corporation (“MALAYSIAN” and, together with ATI, Avtech, Transicoil and West Coast, 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”), ZMP, Inc., a California corporation (“ZMP”), MarathonNorco Aerospace, Inc., a Delaware corporation (“MARATHON”), Christie Electric Corp., a California corporation (“CHRISTIE”), Champion Aerospace Inc., a Delaware corporation (“CHAMPION”), AVIONIC INSTRUMENTS INC., a Delaware corporation (“AVIONIC”
ContractCredit Agreement • February 13th, 2007 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
AMENDMENT NO. 1, CONSENT AND AGREEMENT dated as of January 25, 2007 (this “Amendment”), to the Credit Agreement dated as of June 23, 2006 (the “Credit Agreement”), among TRANSDIGM INC. (the “Borrower”), TRANSDIGM GROUP INCORPORATED (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the Lenders (as defined therein) and CREDIT SUISSE, as administrative agent and collateral agent (in such capacities, the “Agent”) for the Lenders.
