This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 9, 2023, among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the Guarantors party hereto (the “Guarantors”), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and a notes collateral agent (the “US Collateral Agent”), and The Bank of New York Mellon, as a notes collateral agent (the “UK Collateral Agent”; each of the US Collateral Agent and the UK Collateral Agent, individually, a “Notes Collateral Agent” and, collectively, the “Notes Collateral Agents”).
RECITALS
WHEREAS, the Company, Holdings, certain of the Guarantors, the Trustee and the Notes Collateral Agents have heretofore executed and delivered an Indenture, dated as of February 24, 2023 (as amended or supplemented from time to time prior to the date hereof, the “Base Indenture”, and such date, the “Original Issue Date”), providing for the issuance by the Company on the Original Issue Date of $1,000,000,000 aggregate principal amount of the Company’s 6.75% Senior Secured Notes due 2028 (the “Initial Notes”);
WHEREAS, Section 2.14 of the Base Indenture provides, among other things, that the Company may issue, in accordance with the terms of the Base Indenture, Additional Notes under the Base Indenture with identical terms as the Initial Notes issued on the Original Issue Date, other than with respect to the date of issuance and issue price;
WHEREAS, the Company, Holdings and the Guarantors have entered into that certain Purchase Agreement dated as of February 23, 2023, among themselves and Goldman Sachs & Co. LLC, as representative of the several initial purchasers named in Schedule A thereto, pursuant to which, among other things, on the date hereof, the Company will issue an additional $1,100,000,000 of 6.75% Senior Secured Notes due 2028 as Additional Notes (the “March 2023 Additional Notes”);
WHEREAS, the March 2023 Additional Notes will have identical terms and conditions as the Initial Notes, other than with respect to the date of issuance and the issue price;
WHEREAS, certain duly authorized Officers of the Company have heretofore executed and delivered to the Trustee and the Notes Collateral Agents an Officers’ Certificate (the “Additional Notes Certificate”) establishing the terms of the March 2023 Additional Notes in accordance with Section 2.14 of the Base Indenture;
WHEREAS, the Company intends by this Supplemental Indenture to provide for the issuance of the March 2023 Additional Notes as Additional Notes under the Indenture;
WHEREAS, pursuant to Section 9.01(f) of the Base Indenture, the Company, the Guarantors, the Trustee and the Notes Collateral Agents are authorized to provide for the issuance of Notes issued after the Original Issue Date in accordance with the limitations set forth in the Base Indenture without the consent of any Holder;
WHEREAS, the Company, the Guarantors, the Trustee and the Notes Collateral Agents intend to execute and deliver this Supplemental Indenture to provide for the issuance of the March 2023 Additional Notes as Additional Notes under the Base Indenture without the consent of any Holder; and
WHEREAS, all things necessary to make the March 2023 Additional Notes, when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions set forth in the Additional Notes Certificate, this Supplemental Indenture and the Base Indenture and delivered as provided in the Base Indenture against payment therefor, valid, binding and legal obligations of the Company according to their terms, and all actions required to be taken by the Company, Holdings and the Guarantors under the Base Indenture to make this Supplemental Indenture a valid, binding and legal agreement of the Company, Holdings and the Guarantors, have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
