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Exhibit
10.2
SUPPLEMENT NO. 5 dated as of
May 7, 2008, 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 from time to time party
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 therein).
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,
as amended by (i) that certain Amendment No. 1, Consent
and Agreement dated as of January 25, 2007 and (ii) that
certain Assumption Agreement dated as of February 7,
2007.
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 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 (a
“ New Subsidiary ”) is executing this Supplement
in accordance with the requirements of the Credit Agreement to
become a Subsidiary Guarantor and 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 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 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
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