Exhibit 10.1
SUPPLEMENT NO. 4 dated as of September 10,
2007, to the Guarantee and Collateral Agreement dated as of June
23, 2006 (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 as administrative agent
and collateral agent (in such capacity, the “ Agent
”) for the Secured Parties (as defined herein).
A. Reference
is made to the Credit Agreement dated as of June 23,
2006 (as 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 named therein (the “
Lenders ”), and Credit Suisse, as administrative agent
and collateral agent (in such capacity, the “ Agent
”) for the Lenders.
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 referred to
therein, as applicable.
C. The
Grantors have entered into the Guarantee and Collateral Agreement
in order to induce the Lenders to make Loans and the Issuing Bank
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 Bank 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. In furtherance of the foregoing, the New
Subsidiary, as security for the payment and performance in
fu
