Exhibit 10.2
Execution
Version
SUPPLEMENT NO. 7 dated as of
July 27, 2009, 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 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.
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 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
the location of any and all Collateral of the New Subsidiary and
the New Subsidiary’s organization number (or equivalent) from
its jurisdiction of formation, (b) set forth on Schedule II
attached hereto is a true and correct schedule of any and all
(i) Equity Interests and debt securities now owned by the New
Subsidiary and (ii) Intellectual Property now owned by the New
Subsidiary and (c) 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 th
