TRANSDIGM INC., TRANSDIGM GROUPINCORPORATED, THE GUARANTORSnamed herein and THE BANK OF NEW YORKTRUST COMPANY, N.A., as Trustee SECONDSUPPLEMENTAL INDENTURE Dated as ofFebruary 7, 2007 To Indenture Dated asof June 23, 2006 by and among TRANSDIGM INC., TRANSDIGM GROUPINCORPORATED, the GUARANTORSnamed therein and THE BANK OF NEW YORKTRUST COMPANY, N.A., as Trustee 7-3/4% SeniorSubordinated Notes due 2014
Exhibit 10.1
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS named herein
and
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of February 7, 2007
To
Indenture Dated as of June 23, 2006
by and among
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
the GUARANTORS named therein and
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
7-3/4% Senior Subordinated Notes due 2014
of TransDigm Inc.
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this SUPPLEMENTAL INDENTURE), dated as of February 7, 2007, among Aviation Technologies, Inc., a Delaware corporation (ATI), Avtech Corporation, a Washington corporation (AVTECH), Transicoil Corp., a Delaware corporation (TRANSICOIL), West Coast Specialties, Inc., a Washington corporation (WEST COAST), Malaysian Aerospace Services, Inc., a Delaware corporation (MALAYSIAN and, together with ATI, Avtech, Transicoil and West Coast, the GUARANTEEING SUBSIDIARIES), TransDigm Inc., a Delaware corporation (the COMPANY), TransDigm Group Incorporated, a Delaware corporation (TD GROUP), Adams Rite Aerospace, Inc., a California corporation (ADAMS RITE), ZMP, Inc., a California corporation (ZMP), MarathonNorco Aerospace, Inc., a Delaware corporation (MARATHON), Christie Electric Corp., a California corporation (CHRISTIE), Champion Aerospace Inc., a Delaware corporation (CHAMPION), AVIONIC INSTRUMENTS INC., a Delaware corporation (AVIONIC), DAC Realty Corp., a New Jersey corporation (DAC), Skurka Aerospace Inc., a Delaware corporation (SKURKA), SWEENEY ENGINEERING CORP., a California corporation (SWEENEY), and CDA InterCorp., a Florida corporation (CDA and, together with TD Group, Adams Rite, ZMP, Marathon, Christie, Champion, Avionic, DAC, Skurka and Sweeney, the EXISTING GUARANTORS), and The Bank of New York Trust Company, N.A., as trustee under the indenture referred to below (the TRUSTEE).
W I T N E S S E T H
WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as supplemented by the First Supplemental Indenture thereto, dated as of November 2, 2006, the INDENTURE), dated as of June 23, 2006, providing for the issuance by the Company of 7-3/4% Senior Subordinated Notes due 2014 (the NOTES) and the guarantees thereof by each of the Existing Guarantors;
WHEREAS, the Indenture provides that under certain circumstances described therein, newly created or acquired Domestic Restricted Subsidiaries shall execute and deliver to the Trustee a supplemental indenture to the Indenture providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary (the SUBSIDIARY GUARANTEE); and
WHEREAS, pursuant to Section 9.01(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. GUARANTEE, ETC. The Guaranteeing Subsidiaries hereby agree that from and after the date hereof they shall each be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.
3. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4. EXECUTION AND DELIVERY. The Guaranteeing Subsidiaries agree that the Subsidiary Guarantee granted by each of them pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.
5. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE SUBSIDIARY GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
7. COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. EFFECT OF HEADINGS. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
9. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.
TRANSDIGM INC. | ||
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: VP and Chief Financial Officer |
TRANSDIGM GROUP INCORPORATED | ||
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: VP and Chief Financial Officer |
| ADAMS RITE AEROSPACE, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| ZMP, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| MARATHONNORCO AEROSPACE, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| CHRISTIE ELECTRIC CORP. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| CHAMPION AEROSPACE, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
Second Supplemental Indenture
| AVIONIC INSTRUMENTS, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| DAC REALTY CORP. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| SKURKA AEROSPACE INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Treasurer and Asst. Secretary |
| SWEENEY ENGINEERING CORP. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| CDA INTERCORP. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| AVIATION TECHNOLOGIES, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| AVTECH CORPORATION | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| TRANSICOIL CORP. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| WEST COAST SPECIALTIES, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| MALAYSIAN AEROSPACE SERVICES, INC. | |
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| By: | /s/ Gregory Rufus |
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| Name: Gregory Rufus |
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| Title: Secretary and Treasurer |
| THE BANK OF NEW YORK TRUST | |
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| By: | /s/ Roxanne Ellwanger |
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| Name: Roxanne Ellwanger |
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| Title: Assistant Vice President |