SIGNATURE PAGE TO SUPPLEMENTNO. 1 TO THE GUARANTEE AND COLLATERAL AGREEMENT
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 Subsidiarys 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 | Number and | % 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, | 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/ | 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.