ContractGuarantee and Collateral Agreement • May 9th, 2008 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
SUPPLEMENT NO. 5 dated as of May 7, 2008, 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 from time to time party 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 as administrative agent and collateral agent (in such capacity, the “Agent”) for the Secured Parties (as defined therein).
TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS named herein and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of May 7, 2008 To Indenture Dated as of June 23, 2006 by and among TRANSDIGM INC.,...Supplemental Indenture • May 9th, 2008 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
FIFTH SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of May 7, 2008, among CEF Industries, Inc., a Delaware corporation (the “GUARANTEEING SUBSIDIARY”), TransDigm Inc., a Delaware corporation (the “COMPANY”), TransDigm Group Incorporated, a Delaware corporation (“TD GROUP”), Adams Rite Aerospace, Inc., a California corporation (“ADAMS RITE”), MarathonNorco Aerospace, Inc., a Delaware corporation (“MARATHON”), Champion Aerospace LLC, a Delaware limited liability company and successor to Champion Aerospace Inc. (“CHAMPION”), Avionic Instruments LLC, a Delaware limited liability company and successor to Avionic Instruments Inc. (“AVIONIC”), Skurka Aerospace Inc., a Delaware corporation (“SKURKA”), CDA InterCorp LLC, a Florida limited liability company and successor to CDA Intercorp (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), Avtech Corporation, a Washington corporation (“AVTECH”), Transicoil LLC, a Delaware limited liability company and successo
JOINDER AGREEMENTJoinder Agreement • May 9th, 2008 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of May 7, 2008, is entered into between CEF INDUSTRIES, INC. a Delaware corporation (the “New Subsidiary”), and CREDIT SUISSE, as Agent, under that certain Credit Agreement, dated as of June 23, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, 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, as amended by (i) that certain Amendment No. 1, Consent and Agreement dated as of January 25, 2007 and (ii) that certain Assumption Agreement dated as of February 7, 2007. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
