Exhibit 4.1
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS NAMED HEREIN,
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of June 26, 2013
to
Indenture
Dated as of December 14, 2010
by and among
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS NAMED THEREIN,
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
7.75% Senior Subordinated Notes due 2018
of TransDigm Inc.
ThisSIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 26, 2013, by and among Whippany Actuation Systems, LLC., a Delaware limited liability company (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Malaysian Aerospace Services, Inc., a Delaware corporation (“Malaysian”), Bruce Aerospace Inc., a Delaware corporation (“Bruce Aerospace”), Bruce Industries, Inc., a Colorado corporation (“Bruce Industries”), CEF Industries, LLC, a Delaware limited liability company (“CEF”), Acme Aerospace, Inc., a Delaware corporation (“Acme”), Dukes Aerospace, Inc., a Delaware corporation (“Dukes”), Semco Instruments, Inc., a Delaware corporation, (“Semco”), Hartwell Corporation, a California corporation (“Hartwell”), McKechnie Aerospace DE, Inc., a Delaware corporation (“McKechnie Aerospace DE”), McKechnie Aerospace Holdings, Inc., a Delaware corporation (“McKechnie Aerospace Holdings”), McKechnie Aerospace Investments, Inc., a Delaware corporation (“McKechnie Aerospace Investments”), McKechnie Aerospace US LLC, a Delaware limited liability company (“McKechnie Aerospace US”), Texas Rotronics, Inc., a Texas corporation (“Rotronics”), Western Sky Industries, LLC, a Delaware limited liability company (“Western”), Schneller Holdings LLC, a Delaware limited liability company (“Schneller Holdings”), Schneller LLC, a Delaware limited liability company (“Schneller”), Schneller International Sales Corp., an Ohio corporation (“Schneller International”), Harco Laboratories, Incorporated, a Connecticut corporation (“Harco”), AmSafe Global Holdings, Inc., a Delaware corporation (“AmSafe Global”), AP Global Holdings, Inc., a Delaware corporation (“AP Global Holdings”), AP Global Acquisition Corp., a Delaware corporation (“AP Global Acquisition”), AmSafe Industries, Inc., a Delaware corporation (“AmSafe Industries”), Bridport Holdings, Inc., a Delaware corporation (“Bridport Holdings”), AmSafe, Inc., a Delaware corporation (“AmSafe Inc.”), AmSafe Commercial Products, Inc., a Delaware corporation (“AmSafe Commercial”), Bridport-Air Carrier, Inc., a Washington corporation (“Bridport-Air”), Bridport Erie Aviation, Inc., a Delaware corporation (“Bridport Erie”), AmSafe – C Safe, Inc., a Delaware corporation (“AmSafe – C Safe”), and Arkwin Industries, Inc., a New York corporation (collectively with TD Group, Adams Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech, Transicoil, AeroControlex, Malaysian, Bruce Aerospace, Bruce Industries, CEF, Acme, Dukes, Semco, Hartwell, McKechnie Aerospace DE, McKechnie Aerospace Holdings, McKechnie Aerospace Investments, McKechnie Aerospace US, Rotronics, Western, Schneller Holdings, Schneller, Schneller International, Harco, AmSafe Global, AP Global Holdings, AP Global Acquisition, AmSafe Industries, Bridport Holdings, AmSafe Inc., AmSafe Commercial, Bridport-Air, Bridport Erie and AmSafe – C Safe, the “Existing Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
WITNESSETH:
WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of December 14, 2010 (as supplemented by the First Supplemental Indenture thereto, dated as of September 22, 2011, the Second Supplemental Indenture thereto, dated as of December 9, 2011, the Third Supplemental Indenture thereto, dated as of February 15, 2012, the Fourth Supplement Indenture thereto, dated as of September 14, 2012, and the Fifth Supplemental Indenture thereto, dated as of June 5, 2013, the “Indenture”), providing for the issuance by the Company of 7.75% Senior Subordinated Notes due 2018 (the “Notes”) and the guarantees thereof by each of the Existing Guarantors;
WHEREAS, the Indenture provides that under certain circumstances described therein, newly created or acquired Domestic Restricted Subsidiaries shall execute and deliver to the Trustee a supplemental indenture to the Indenture providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary (the “Guarantee”);
WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Existing Guarantors and the Guaranteeing Subsidiary have been done; and
WHEREAS, pursuant to Section 9.01(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the Holders of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:
| 1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
| 2. | GUARANTEE, ETC. The Guaranteeing Subsidiary hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder. |
| 3. | RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. The Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. |
| 4. | EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that the Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. |
| 5. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary (or any successor entity) (other than the Company or the Existing Guarantors), as such, shall have any liability for any obligations of the Company, TD Group, the Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. |
| 6. | NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. |
| 7. | COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. |
| 8. | EFFECT OF HEADINGS. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. |
| 9. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the Existing Guarantors and the Company. |
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date hereof.
| TRANSDIGM INC. | ||
| By: | /s/ Gregory Rufus | |
Name: Gregory Rufus | ||
Title: Executive Vice President, Chief Financial Officer and Secretary | ||
| TRANSDIGM GROUP INCORPORATED | ||
| By: | /s/ Gregory Rufus | |
Name: Gregory Rufus | ||
Title: Executive Vice President, Chief Financial Officer and Secretary | ||
ACME AEROSPACE, INC. ADAMS RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. BRUCE AEROSPACE INC. BRUCE INDUSTRIES, INC. DUKES AEROSPACE, INC. HARTWELL CORPORATION HARCO LABORATORIES, INCORPORATED MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. MCKECHNIE AEROSPACE DE, INC. MCKECHNIE AEROSPACE HOLDINGS, INC. MCKECHNIE AEROSPACE INVESTMENTS, INC. MCKECHNIE AEROSPACE US LLC | ||
By: McKechnie Aerospace DE, Inc., its sole member | ||
SCHNELLER INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS,INC. SKURKA AEROSPACEINC. TEXAS ROTRONICS,INC. TRANSICOIL LLC | ||
| By: Aviation Technologies, Inc., its sole member | ||
WESTERNSKY INDUSTRIES, LLC | ||
| By: McKechnie Aerospace Investments, Inc., |
its sole member |
| By: | /s/ Gregory Rufus | |
Name: Gregory Rufus | ||
Title: Treasurer and Secretary | ||
AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC SCHNELLER HOLDINGS LLC SCHNELLER LLC | ||
| By: Schneller Holdings LLC, its sole member | ||
| WHIPPANY ACTUATION SYSTEMS, LLC | ||
| By: | TransDigm Inc., its sole member | |
| By: | /s/ Gregory Rufus | |
Name: Gregory Rufus | ||
Title: Executive Vice President, Chief Financial Officer and Secretary | ||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE | ||
| By: | /s/ Lawrence M. Kusch | |
Name: Lawrence M. Kusch | ||
Title: Vice President | ||