AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION GUARANTY OF LEASETransdigm Holding Co • November 30th, 2005 • Aircraft parts & auxiliary equipment, nec
WHEREAS, H & M PROPERTIES, a business name for VHEM, LLC, a California limited liability company, hereinafter “Lessor,” and Skurka Aerospace Inc. a Delaware corporation, hereinafter “Lessee,” are about to execute a document entitled “Standard Industrial/Commercial Single-Tenant Lease – Net” dated December 31, 2004 (“Lease”) concerning the premises as more particularly described in the Lease, wherein Lessor will lease the premises to Lessee, and
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE- TENANT LEASE – NETSingle-Tenant Lease • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California
NONCOMPETITION AGREEMENTNoncompetition Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California
THIS NONCOMPETITION AGREEMENT, dated as of December 31, 2004, is between Skurka Aerospace Inc., a Delaware corporation (“Buyer”), and TransDigm, Inc., a Delaware corporation (“TransDigm”), and Howard Skurka (“Employee”), having a mailing address of 4600 Calle Bolero, Camarillo, California 93011.
NONCOMPETITION AGREEMENTNoncompetition Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California
THIS NONCOMPETITION AGREEMENT, dated as of December 31, 2004, is between Skurka Aerospace Inc., a Delaware corporation (“Buyer”), and TransDigm, Inc., a Delaware corporation (“TransDigm”), and Howard Skurka (“Shareholder”), having a mailing address of 4600 Calle Bolero, Camarillo, California 93011.
SEVERANCE AGREEMENTSeverance Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • California
This Severance Agreement (this “Agreement”) is entered into as of , 2004, by and between Skurka Engineering Co., a California corporation (together with any successors, “Employer”), and Howard Skurka, an individual, (“Employee”). Certain capitalized terms used in this Agreement are defined in Section 1.
ContractAmendment Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec • New York
AMENDMENT AGREEMENT dated as of April 1, 2004 (this “Agreement”), to the Credit Agreement dated as of July 22, 2003 (the “Existing Credit Agreement”), among TRANSDIGM, INC., a Delaware corporation, as successor to TD Funding Corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation, as successor to TD Acquisition Corporation (“Holdings”), the Subsidiaries of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Reaffirming Parties”), the lenders party to the Existing Credit Agreement (the “Existing Lenders”) and CREDIT SUISSE FIRST BOSTON, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), and as collateral agent for the Existing Lenders (in such capacity, the “Collateral Agent”).
AGREEMENT AND PLAN OF MERGER OF TRANSDIGM INC. AND FLUID REGULATORS CORPORATIONAgreement and Plan of Merger • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec
AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2005 (this “Agreement”), by and between TransDigm Inc., a corporation organized and existing under the laws of the State of Delaware (“TransDigm”), and Fluid Regulators Corporation, a corporation organized and existing under the laws of the State of Ohio (“Fluid”), pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”) and Section 1701.80 of the Ohio General Corporation Law (the “OGCL”).
Retention Agreement – Howard SkurkaRetention Agreement • November 30th, 2005 • Transdigm Holding Co • Aircraft parts & auxiliary equipment, nec
Set forth below are the agreed terms of employment of Howard Skurka (“Skurka”) by TransDigm, Inc. (“TransDigm”), conditioned on and effective as of the closing (the “Closing”) of the acquisition of substantially all of the assets of Skurka Engineering Company (the “Skurka Assets”) by TransDigm or a subsidiary of TransDigm (the TransDigm affiliate to which the Skurka Assets are assigned, the “Company”).
