Exhibit 10.4
SUPPLEMENT NO. 2 dated as of
February 7, 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 “
SubsidiaryGuarantor ” and collectively, the “
SubsidiaryGuarantors ”; 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 by Amendment
No. 1, dated as of January 25, 2007 (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. Each
undersigned Subsidiary (each a “ New Subsidiary
” and collectively, the “ New Subsidiaries
”) 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 each New
Subsidiary agree as follows:
SECTION 1. In accordance with
Section 7.16 of the Guarantee and Collateral Agreement, each
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 each 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, each 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 each New Subsidiary’s right, title and interest in and
to the Collateral (as defined in the Guarantee and Collateral
Agreement) of each New Subsidiary. Each reference to a
“ Grantor ” or a “ Subsidiary
Guarantor ” in the Guarantee and Collateral Agreement
shall be deemed to include each New Subsidiary. The Guarantee
and Collateral Agreement is hereby incorporated herein by
reference.
SECTION 2. Each 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 each 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. Each 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 each New Subsidiary
and (b) set forth under its signature hereto, is the true and
correct legal name of each 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 thereby (it being understood that
the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
SECTION 8. All communications
and notices hereunder shall be in writing and given as provided in
Section 7.01 of the Guarantee and Collateral Agreement. All
communications and notices hereunder to each New Subsidiary shall
be given to it at the address set forth under its signature
below.
2
All communications and notices
hereunder to each New Subsidiary shall be given to it at the
address set forth under its signature below.
SECTION 9. Each New Subsidiary
agrees to reimburse the Agent for its reasonable out-of-pocket
expenses in connection with this Supplement, including the
reasonable fees, other charges and disbursements of counsel for the
Agent.
[SIGNATURE PAGES
FOLLOW]
3
