LIMITED LIABILITY COMPANY AGREEMENT OF AEROSONIC LLCLimited Liability Company Agreement • February 5th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
The undersigned, being the sole member of Aerosonic LLC, a Delaware limited liability company (the “Company”), does hereby execute this Limited Liability Company Agreement of the Company effective September 30, 2013. The Company was formed as a Delaware limited liability company on September 30, 2013, upon the filing of its Certificate of Formation with the Secretary of State of the State of Delaware.
TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of December 19, 2013 to Indenture Dated as of December 14, 2010 by and...Seventh Supplemental Indenture • February 5th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
This SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2013, by and among Aerosonic LLC, a Delaware limited liability company (“Aerosonic”), Avionics Specialties, Inc., a Virginia corporation (“Avionics Specialties”), Airborne Global, Inc., a Delaware corporation (“Airborne Global”), Airborne Holdings, Inc., a Delaware Corporation (“Airborne Holdings”), Airborne Acquisition, Inc., a Delaware corporation (“Airborne Acquisition”), Airborne Systems NA Inc., a Delaware corporation (“Airborne Systems NA”), Airborne Systems North America Inc., a Delaware corporation (“Airborne Systems North America”), Airborne Systems North America of CA Inc., a Delaware corporation (“Airborne Systems North America CA”), and Airborne Systems North America of NJ Inc., a New Jersey corporation (collectively with Aerosonic, Avionics Specialties, Airborne Global, Airborne Holdings, Airborne Acquisition, Airborne Systems NA, Airborne Systems North America and Airborne System
ContractTransDigm Group INC • February 5th, 2014 • Aircraft parts & auxiliary equipment, nec
SUPPLEMENT NO. 3 dated as of December 19, 2013 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of June 23, 2006, as amended and restated as of December 6, 2010, February 14, 2011, and February 28, 2013 (as further amended, restated, supplemented or otherwise modified from time to time, 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 “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE AG, as collateral agent for the Secured Parties and as administrative agent (in such capacities, the “Agent”).
TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 19, 2013 to Indenture Dated as of July 1, 2013 by and among...First Supplemental Indenture • February 5th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2013, by and among Aerosonic LLC, a Delaware limited liability company (“Aerosonic”), Avionics Specialties, Inc., a Virginia corporation (“Avionics Specialties”), Airborne Global, Inc., a Delaware corporation (“Airborne Global”), Airborne Holdings, Inc., a Delaware Corporation (“Airborne Holdings”), Airborne Acquisition, Inc., a Delaware corporation (“Airborne Acquisitions”), Airborne Systems NA Inc., a Delaware corporation (“Airborne Systems NA”), Airborne Systems North America Inc., a Delaware corporation (“Airborne Systems North America”), Airborne Systems North America of CA Inc., a Delaware corporation (“Airborne Systems North America CA”), and Airborne Systems North America of NJ Inc., a New Jersey corporation (collectively with Aerosonic, Avionics Specialties, Airborne Global, Airborne Holdings, Airborne Acquisition, Airborne Systems NA, Airborne Systems North America and Airborne Systems
RECEIVABLES PURCHASE AGREEMENT dated as of October 21, 2013 among TRANSDIGM RECEIVABLES LLC, as Seller, TRANSDIGM INC., as Servicer, PNC BANK, NATIONAL ASSOCIATION, as a Purchaser and a Purchaser Agent THE VARIOUS OTHER PURCHASERS AND PURCHASER AGENTS...Receivables Purchase Agreement • February 5th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 21, 2013, among TRANSDIGM RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), TRANSDIGM INC., a Delaware corporation (together with its successors and permitted assigns, “TransDigm”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION, as a Committed Purchaser and as Purchaser Agent for its Purchaser Group, the various other Purchasers and Purchaser Agents (in each case, as defined herein) from time to time party hereto, and PNC BANK, NATIONAL ASSOCIATION, as Administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).
JOINDER AGREEMENTJoinder Agreement • February 5th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
THIS JOINDER AGREEMENT dated as of December 19, 2013 (this “Agreement”), is entered into between AEROSONIC LLC, a Delaware limited liability company, AVIONICS SPECIALTIES, INC., a Virginia corporation, AIRBORNE GLOBAL, INC., a Delaware corporation, AIRBORNE HOLDINGS, INC., a Delaware corporation, AIRBORNE ACQUISITION, INC., a Delaware corporation, AIRBORNE SYSTEMS NA INC., a Delaware corporation, AIRBORNE SYSTEMS NORTH AMERICA INC., a Delaware corporation, AIRBORNE SYSTEMS NORTH AMERICA OF CA INC., a Delaware corporation, and AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC., a New Jersey corporation (each, a “New Subsidiary” and collectively, the “New Subsidiaries”), and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”), under that certain Amended and Restated Credit Agreement dated as of February 28, 2013 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TransDigm Inc., a De
TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 19, 2013 to Indenture Dated as of October 15, 2012 by and...Third Supplemental Indenture • February 5th, 2014 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2013, by and among Aerosonic LLC, a Delaware limited liability company (“Aerosonic”), Avionics Specialties, Inc., a Virginia corporation (“Avionics Specialties”), Airborne Global, Inc., a Delaware corporation (“Airborne Global”), Airborne Holdings, Inc., a Delaware Corporation (“Airborne Holdings”), Airborne Acquisition, Inc., a Delaware corporation (“Airborne Acquisitions”), Airborne Systems NA Inc., a Delaware corporation (“Airborne Systems NA”), Airborne Systems North America Inc., a Delaware corporation (“Airborne Systems North America”), Airborne Systems North America of CA Inc., a Delaware corporation (“Airborne Systems North America CA”), and Airborne Systems North America of NJ Inc., a New Jersey corporation (collectively with Aerosonic, Avionics Specialties, Airborne Global, Airborne Holdings, Airborne Acquisition, Airborne Systems NA, Airborne Systems North America and Airborne Systems
