SIGNATURE PAGE TO SUPPLEMENTNO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT

EX-10.7 9 d234475dex107.htm EX-10.7 EX-10.7

Exhibit 10.7

SUPPLEMENT NO. 1 dated as of September 22, 2011 (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 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 under each of the 2010 Credit Agreement and the 2011 Credit Agreement (each as defined below) (in such capacities, the “Agent”).

A. Reference is made to (a) the Credit Agreement dated as of December 6, 2010, as amended by Amendment No. 1 dated as of March 25, 2011 (as amended, supplemented or otherwise modified from time to time, the “2010 Credit Agreement”), among the Borrower, Holdings, each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “2010 Lenders”) and the Agent and (b) the Credit Agreement dated as of February 14, 2011 (as amended, supplemented or otherwise modified from time to time, the “2011 Credit Agreement” and, together with the 2010 Credit Agreement, the “Credit Agreements”), among the Borrower, Holdings, each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “2011 Lenders” and, together with the 2010 Lenders, the “Lenders”) and the Agent.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the 2010 Credit Agreement, the 2011 Credit Agreement or the Guarantee and Collateral Agreement, as the context may require.

C. The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the 2010 Issuing Banks to issue Letters of Credit. Section 7.16 of the Guarantee and Collateral Agreement provides that additional Domestic Subsidiaries of the Loan Parties may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiaries (collectively, the “New Subsidiaries” and each, a “New Subsidiary”) are executing this Supplement in accordance with the requirements of the applicable Credit Agreement to become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the 2010 Issuing Banks to issue additional Letters of Credit, and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Agent and each New Subsidiary agree as follows:

SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, each New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor, and each New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement


applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except for any representation or warranty that is limited by its terms to an earlier specified date). In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Agent, its successors and assigns, for the ratable benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of such New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of such New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include such New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. Each New Subsidiary represents and warrants to the Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiaries and the Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of each location where any Collateral of such New Subsidiary is stored or otherwise located, set forth on Schedule II is a true and correct schedule of the Pledged Collateral of such New Subsidiary and set forth on Schedule III is a true and correct schedule of the Intellectual Property of such New Subsidiary, and (b) set forth under its signature hereto, is the true and correct legal name of such New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself


affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Guarantee and Collateral Agreement. All communications and notices hereunder to the New Subsidiaries shall be given to it at the address set forth under its signature below.

SECTION 9. Each New Subsidiary agrees to reimburse the Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Agent.


IN WITNESS WHEREOF, the New Subsidiaries and the Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.

SCHNELLER HOLDINGS LLC
  by  

  /s/ Gregory Rufus

    Name: Gregory Rufus
    Title: Treasurer and Secretary
    Address: 6019 Powdermill Road,
  Franklin Twp., Kent, OH 44240
    Legal Name: Schneller Holdings LLC
    Jurisdiction of Formation: Delaware
 

  Location of Chief Executive Office:

            6019 Powdermill Road,

            Franklin Twp., Kent, OH 44240

SCHNELLER LLC
  by  

  /s/ Gregory Rufus

    Name: Gregory Rufus
    Title: Treasurer and Secretary
    Address: 6019 Powdermill Road,
  Franklin Twp., Kent, OH 44240
    Legal Name: Schneller LLC
    Jurisdiction of Formation: Delaware
 

  Location of Chief Executive Office:

            6019 Powdermill Road,

            Franklin Twp., Kent, OH 44240

SCHNELLER INTERNATIONAL SALES CORP.
  by  

  /s/ Gregory Rufus

    Name: Gregory Rufus
    Title: Treasurer and Secretary
    Address: 6019 Powdermill Road,
  Franklin Twp., Kent, OH 44240
    Legal Name: Schneller International
  Sales Corp.
    Jurisdiction of Formation: Ohio
 

  Location of Chief Executive Office:

            6019 Powdermill Road,

            Franklin Twp., Kent, OH 44240

 

SIGNATURE PAGE TO SUPPLEMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent
  by  

  /s/ Robert Hetu

    Name: Robert Hetu
    Title: Managing Director
  by  

  /s/ Kevin Buddhdew

    Name: Kevin Buddhdew
    Title: Associate

SIGNATURE PAGE TO SUPPLEMENT NO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT


Schedule I

Subsidiary Guarantors

 

Exact Legal Name

   Jurisdiction    Organizational
Identification  Number
   Federal Taxpayer
Identification  Number

Schneller Holdings LLC

   Delaware    4361019    87-0802607

Schneller LLC

   Delaware    4357552    87-0802616

Schneller International Sales Corp.

   Ohio    200500500798    34 ###-###-####

Locations of Collateral

 

1. 6019 Powdermill Road, Franklin Twp., Kent, OH 44240

 

2. 6200 49th Street North, Pinellas Park, FL 33781


Schedule II

Capital Stock

Issuer

  

Holder

  

Number and
Class of Shares
Issued and
Outstanding

  

Number and
Class of Shares
Pledged

   % of Equity
Interest
Pledged
 

1. Schneller LLC

   Schneller Holdings LLC    N/A    100% of membership interests      100

2. Schneller International Sales Corp.

   Schneller LLC    100 shares    100 shares      100

3. Schneller Asia Pte. Ltd.

   Schneller LLC    100,000 ordinary shares    65,000 ordinary shares      65

4. Schneller S.A.R.L.

   Schneller LLC    4,998 fully issued ordinary shares with a face value of EUR 20    3,248.70 fully issued ordinary shares with a face value of EUR 20      65

Schneller LLC owns 52 shares of United Continental Holdings Inc.

Pledged Debt Securities

 

1. Amended and Restated Intercompany Note, dated as of the February 9, 2011, made by each of the payors listed on the signature pages thereto, in favor of the Payees (as defined therein)


Schedule III

Intellectual Property

Patents

 

Title

   Application/
Publication/
Issuance No.
  

Date of Application,
Publication, Issuance

   Jurisdiction

Dimensionally stable laminate with removable web carrier and method of manufacture

   7052761    May 30, 2006    US

Dimensionally stable laminate and method

   20080233364    September 25, 2008    US

Polyurethane-based rigid flooring laminate

   20100227132    September 9, 2010    US

Decorative laminates incorporating flame retardant engineering thermoplastic films

   20100272976    October 28, 2010    US

Decorative laminate with graffiti resistance and improved combustion reaction properties

   7939163    May 10, 2011    US

Dimensionally stable laminate with removable web carrier and method of manufacture

   03825017    September 24, 2003    CN

Decorative laminate with graffiti resistance and improved combustion reaction properties

   200580021004.7    May 3, 2005    CN

Dimensionally stable laminate with removable web carrier and method of manufacture

   9244    September 24, 2003    AT

Decorative laminate with graffiti resistance and improved combustion reaction properties

   9153    November 3, 2006    AT


Trademarks

 

Mark

   Application/Registration
No.
    

Application/
Registration Date

   Jurisdiction

PANFLOR

     3483585       August 12, 2008    US

SURROUNDING YOU WITH SOLUTIONS

     3375076       January 29, 2008    US

AERFUSION

     3326159       October 30, 2007    US

INDURA GTFILM

     3217474       March 13, 2007    US

INDURA GTFORM

     3217477       March 13, 2007    US

INDURA GTGLAS

     3217478       March 13, 2007    US

INDURA

     3199487       January 16, 2007    US

AERSHADE

     1512683       November 15, 1988    US

AERFILM LHR

     1457060       September 15, 1987    US

DESIGNS THAT FLY

     1380565       January 28, 1986    US

S SCHNELLER and design

     1380566       January 28, 1986    US

AERFUSION ECO

     77692816       March 17, 2009    US

AERFUSION VIA

     3788284       May 11, 2010    US

AERFUSION VIA FLOORING BY DESIGN

     3788285       May 11, 2010    US

AEREASE

     3613419       April 28, 2009    US

TRUE-TO-NATURE

     3606781       April 14, 2009    US

INDURA

     5277223       August 23, 2007    CTM


AERFUSION

     4702718       March 20, 2007    CTM

S SCHNELLER DESIGNS THAT FLY and design

     578637       1995    FR

Copyrights

None

Licenses

 

  1. Software License Agreement and Addenda I and II, all dated November 18, 2004 and Addendum dated February 20, 2009 between Infor Global Solutions (Michigan), Inc. (f/k/a MAPICS, Inc.) and Schneller, Inc.

 

  2. Purchase Agreement between Schneller LLC and Trebron Company, Inc. dated July 21, 2009


Schedule IV

Commercial Tort Claims

None.