JOINDER AGREEMENTJoinder Agreement • February 21st, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of February 15, 2012, is entered into among each of the undersigned (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 Credit Agreement, dated as of December 6, 2010, as amended by Amendment No. 1 as of March 25, 2011 (as the same may be further 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. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of February 15, 2012, relating to the CREDIT AGREEMENT dated as of February 14, 2011, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, The subsidiaries of TransDigm Inc. from...Credit Agreement • February 21st, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
AMENDMENT NO 1. AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of February 15, 2012 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of February 14, 2011 (the “Credit Agreement”) among TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), TRANSDIGM INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto, the Lenders party thereto, and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”).
ContractIncremental Revolving Credit Assumption Agreement • February 21st, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York
INCREMENTAL REVOLVING CREDIT ASSUMPTION AGREEMENT dated as of February 15, 2012 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of December 6 , 2010 (as amended by Amendment No. 1 dated as of March 25, 2011, the “Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”),the subsidiaries of the Borrower from time to time party thereto, the Lenders party thereto, and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”).
ContractCollateral Agreement • February 21st, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
SUPPLEMENT NO. 3 dated as of February 15, 2012 (this “Supplement”) to the Guarantee and Collateral Agreement dated as of June 23, 2006, as amended and restated as of December 6, 2010, and as further amended and restated as of February 14, 2011 (as amended and supplemented 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 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 AG, as collateral agent for the Secured Parties and as administrative agent under each of the 2010 Credit Agreement and the 2011 Credit Agreement (each as defined below) (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 THIRD SUPPLEMENTAL INDENTURE Dated as of February 15, 2012 to Indenture Dated as of December 14, 2010 by and...Third Supplemental Indenture • February 21st, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 15, 2012, by and among AmSafe Global Holdings, Inc., a Delaware corporation (“AmSafe Global”), AP Global Holdings, Inc., a Delaware corporation (“AP Global Holdings”), AP Global Acquisition Corp., a Delaware corporation (“AP Global Acquisition”), AmSafe Industries, Inc., a Delaware corporation (“AmSafe Industries”), Bridport Holdings, Inc., a Delaware corporation (“Bridport Holdings”), AmSafe, Inc., a Delaware corporation (“AmSafe Inc.”), AmSafe Aviation, Inc., a Georgia corporation (“AmSafe Aviation”), AmSafe Commercial Products, Inc., a Delaware corporation (“AmSafe Commercial”), AmSafe Bridport, Inc., a Delaware corporation (“AmSafe Bridport”), Bridport-Air Carrier, Inc., a Washington corporation (“Bridport-Air”), Bridport Erie Aviation, Inc., a Delaware corporation (“Bridport Erie”), and AmSafe – C Safe, Inc., a Delaware corporation (“AmSafe – C Safe” and, collectively with AmSafe Global, AP Glo
