ANY OF THE TERMS, CONDITIONS, OBLIGATIONS,
COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
THIS AMENDMENT SHALL APPLY AND
BE EFFECTIVE ONLY WITH RESPECT TO THE PROVISIONS OF THE CREDIT AGREEMENT
SPECIFICALLY REFERRED TO HEREIN.
AFTER THE DATE HEREOF, ANY REFERENCE TO THE
CREDIT AGREEMENT SHALL MEAN THE CREDIT AGREEMENT, AS MODIFIED HEREBY.
THIS
AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 8.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME CONTRACT.
DELIVERY
OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS AMENDMENT BY FACSIMILE
TRANSMISSION SHALL BE AS EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART HEREOF.
SECTION 9.
APPLICABLE LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 10.
HEADINGS.
THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
SECTION 11.
ACKNOWLEDGMENT OF SUBSIDIARY GUARANTORS.
EACH OF THE SUBSIDIARY
GUARANTORS HEREBY ACKNOWLEDGES RECEIPT AND NOTICE OF, AND CONSENTS TO THE TERMS
OF, THIS AMENDMENT, AND AFFIRMS AND CONFIRMS ITS GUARANTEE OF THE OBLIGATIONS
AND, IF APPLICABLE, THE PLEDGE OF AND/OR GRANT OF A SECURITY INTEREST IN ITS
ASSETS AS COLLATERAL TO SECURE THE OBLIGATIONS, ALL AS PROVIDED IN THE GUARANTEE
AND COLLATERAL AGREEMENT AND THE OTHER SECURITY DOCUMENTS, AND ACKNOWLEDGES AND
AGREES THAT SUCH GUARANTEE, PLEDGE AND/OR GRANT OF SECURITY INTEREST CONTINUE IN
FULL FORCE AND EFFECT IN RESPECT OF, AND TO SECURE, THE OBLIGATIONS UNDER THE
CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS AND THAT SUCH
OBLIGATIONS SHALL INCLUDE ALL OBLIGATIONS IN RESPECT OF THE ADDITIONAL TERM
LOANS OR REVOLVING LOANS MADE PURSUANT TO THE ADDITIONAL REVOLVING CREDIT
COMMITMENTS.
8
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9
SIGNATURE PAGE TO AMENDMENT NO. 1
TO TRANSDIGM INC. CREDIT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
ADAMS RITE AEROSPACE, INC.,
AVIONIC INSTRUMENTS INC.,
CHAMPION AEROSPACE INC.,
CHRISTIE ELECTRIC CORP.,
DAC REALTY CORP.,
MARATHONNORCO AEROSPACE,INC.,
SKURKA AEROSPACE INC.,
ZMP, INC.,
By:
/s/ Gregory Rufus
Name: Gregory Rufus
Title:
CDA INTERCORP.,
SWEENEY ENGINEERING CORP.,
By:
/s/ Gregory Rufus
Name: Gregory Rufus
Title: Secretary and Treasurer
To Approve the Amendment:
Name of Lender:
Credit Suisse, Cayman Islands, individually, and as Agent,
By:
/s/ Robert Hetu
Name: Robert Hetu
Title: Managing Director
By:
/s/ Cassandra Droogan
Name: Cassandra Droogan
Title: Vice President
To Approve the Amendment:
Name of Lender:
Bank of America, N.A.
By:
/s/ David H. Strickert
Name: David H. Strickert
Title: Senior Vice President