EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 
 SUPPLEMENT NO.
5 dated as of April 9, 2015 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of June 23, 2006, as amended and restated as of December 6, 2010, February 14, 2011, and February 28, 2013
(as further amended, restated, supplemented or otherwise modified 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 (in such
capacities, the “Agent”). 
 A. Reference is made to the Second Amended and Restated Credit Agreement dated as of
June 4, 2014 (as further amended, supplemented, or otherwise modified from time to time, the “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 “Lenders”) and the Agent. 
 B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the 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 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 Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a
Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the 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 the New Subsidiary agree as follows: 

SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the 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 the 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, the 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 the New Subsidiary’s right, 







 
title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a “Grantor” or a “Subsidiary
Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by reference. 

SECTION 2. The 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 Subsidiary 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. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I
attached hereto is a true and correct schedule of all leased and owned real property of the New Subsidiary and each other location where any Collateral of the New Subsidiary is stored or otherwise located with a value in excess of $300,000 for each
such location, set forth on Schedule II is a true and correct schedule of the Pledged Collateral of the New Subsidiary and set forth on Schedule III is a true and correct schedule of the Intellectual Property of the New Subsidiary, and
(b) set forth under its signature hereto, is the true and correct legal name of the 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 Subsidiary shall be given to it at the address set forth under its signature below. 

SECTION 9. The 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. 
 [Signature pages to follow] 







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

					
	TELAIR INTERNATIONAL LLC
		
	by 		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		Chief Executive Officer
			 Address: 2665 Park Center Drive,

Simi Valley, CA 93065

			Legal Name: TELAIR INTERNATIONAL LLC
			Jurisdiction of Formation: Delaware
			 Location of Chief Executive Office:

2665 Park Center Drive,
 Simi Valley, CA 93065










 
					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent
		
	by 		 /s/ Michael Spaight

			Name:		Michael Spaight
			Title:		Authorized Signatory
		
	by		 /s/ Remy Riester

			Name:		Remy Riester
			Title:		Authorized Signatory









 Schedule I 

to Supplement No. 5 
 to the
Guarantee and 
 Collateral Agreement 

LOCATION OF COLLATERAL 

Leased Real Property 
  

			
	 Grantor
	  	 Address

	Telair International LLC	  	 2665 Park Center Drive
 Simi Valley, California
93065


 Owned Real Property 

None. 
 Other Locations of
Collateral 
 None. 







 Schedule II 

to Supplement No. 5 
 to the
Guarantee and 
 Collateral Agreement 

PLEDGED SECURITIES OF THE NEW SUBSIDIARY 

Capital Stock 

None. 
 Debt Securities

 None. 







 Schedule III 

to Supplement No. 5 
 to the
Guarantee and 
 Collateral Agreement 

INTELLECTUAL PROPERTY 
 Patents and Patent
Applications 
  

	I.	Domestic Patents and Patent Applications  

 None. 

 

	II.	Foreign Patents and Patent Applications 

 None. 

Trademark and Service Mark Applications and Registrations 
  

	I.	Domestic Trademarks and Trademark Applications  

 None. 

 

	II.	Foreign Trademarks and Trademark Applications 

 None. 

Copyright Registrations and Applications 
  

	I.	Domestic Copyrights and Copyright Applications 

 None. 

 

	II.	Foreign Copyrights and Copyright Applications 

 None.