TRANSDIGM INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
TransDigm Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to UBS and CS, as representatives of the initial purchasers (set forth on Schedule I hereto (the “Initial Purchasers”)), upon the terms set forth in a purchase agreement (the “Purchase Agreement”), $550,000,000 aggregate principal amount of its 5.50% Senior Subordinated Notes due 2020 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by TransDigm Group Incorporated (“TD Group”) and the subsidiaries of the Issuer listed on Schedule II hereto (such subsidiaries are hereinafter collectively referred to as the “Company Guarantors”). TD Group and the Company Guarantors are collectively referred to herein as the “Guarantors” and the Issuer, TD Group and the Company Guarantors are collectively referred to herein as the “Company”. The Initial Securities will be issued pursuant to an indenture, dated as of the date hereof (as supplemented from time to time, the “Indenture”), among the
TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of October 15, 2012 5.50% Senior Subordinated Notes due 2020Indenture • October 15th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
INDENTURE dated as of October 15, 2012 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”).
ContractIncremental Term Loan Assumption Agreement • October 15th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
AMENDMENT NO. 2 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of October 9, 2012 (this “Agreement”), to the CREDIT AGREEMENT dated as of February 14, 2011, as amended by Amendment No. 1 and Incremental Term Loan Assumption Agreement dated as of February 15, 2012 (the “Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the lenders party thereto (the “Existing Lenders”), and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).
ContractCredit Agreement • October 15th, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
AMENDMENT NO. 2 dated as of October 9, 2012 (this “Amendment”), to the CREDIT AGREEMENT dated as of December 6, 2010, as amended by Amendment No. 1 dated as of March 25, 2011 and as modified by Incremental Revolving Credit Assumption Agreement, dated as of February 15, 2012 (the “Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the lenders party thereto (the “Lenders”), and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).
