Exhibit 10.3
Execution
Version
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this “
Agreement ”), dated as of July 27, 2009, is
entered into between ACME AEROSPACE, INC., a Delaware corporation
(the “ New Subsidiary ”), and CREDIT SUISSE, as
Agent, under that certain Credit Agreement, dated as of
June 23, 2006 (as the same may be amended, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among TransDigm Inc., a Delaware
corporation (the “ Borrower ”), TransDigm Group
Incorporated, a Delaware corporation, the Subsidiaries of the
Borrower from time to time party thereto, the Lenders from time to
time party thereto and the Agent, 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. All capitalized terms
used herein and not otherwise defined shall have the meanings set
forth in the Credit Agreement.
The New Subsidiary and the Agent,
for the benefit of the Lenders, hereby agree as follows:
1. The New Subsidiary hereby
acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a Loan Party
under the Credit Agreement and a Loan Guarantor for all purposes of
the Credit Agreement and shall have all of the obligations of a
Loan Party and a Loan Guarantor thereunder as if it had executed
the Credit Agreement. The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms,
provisions and conditions contained in the Credit Agreement,
including without limitation (a) all of the representations
and warranties of the Loan Parties set forth in Article III of the
Credit Agreement (to the extent made or deemed made on or after the
effective date hereof), (b) all of the covenants set forth in
Articles V and VI of the Credit Agreement and (c) all of the
guaranty obligations set forth in the Guarantee and Collateral
Agreement. Without limiting the generality of the foregoing terms
of this paragraph 1, the New Subsidiary, subject to the limitations
set forth in the Guarantee and Collateral Agreement, hereby
absolutely and unconditionally guarantees, jointly and severally
with the other Loan Guarantors, to the Agent and the Lenders, the
prompt payment of the Secured Obligations in full when due (whether
at
