TRANSDIGM INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2009 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
TransDigm Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Credit Suisse, as representative of the initial purchasers set forth on Schedule II hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement (the “Purchase Agreement”), $425,000,000 aggregate principal amount of its 7 3/4% 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 (hereinafter collectively referred to as the “Guarantors”). The Issuer and the Guarantors are collectively referred to herein as the “Company”. The Initial Securities will be issued pursuant to an indenture, dated of even date herewith (the “Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers, the Company
7 3/ 4% Senior Subordinated Notes due 2014Indenture • October 6th, 2009 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
INDENTURE dated as of October 6, 2009 among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors (as herein defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • October 6th, 2009 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware
This AMENDED AND RESTATED STOCK OPTION AGREEMENT (this “Agreement”) is dated as of June , 2004, between TD Holding Corporation, a Delaware corporation (the “Company”), and Michael Graff (the “Holder”).
