Exhibit 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of
April 23, 1999 among Adams Rite Aerospace, Inc. a California corporation, ZMP,
Inc. a California corporation (collectively, the "GUARANTEEING SUBSIDIARIES,"
and, each a "GUARANTEEING SUBSIDIARY"), each a subsidiary of TransDigm Inc., a
Delaware corporation (the "COMPANY"), the Company, TransDigm Holding Company, a
Delaware corporation ("HOLDINGS") and Marathon Power Technologies Company, a
Delaware corporation ("MARATHON" and together with Holdings and the Guaranteeing
Subsidiaries, the "GUARANTORS") and State Street Bank and Trust Company, as
trustee under the indenture referred to below (the "TRUSTEE").
W I T N E S S E T H
WHEREAS, the Company, Holdings and Marathon have heretofore executed
and delivered to the Trustee an indenture (the "INDENTURE"), dated as of
December 3, 1998 providing for the issuance of an aggregate principal amount of
up to $200.0 million of 10 3/8% Senior Subordinated Notes due 2008 (the "Notes")
and the guarantees thereof by Holdings and Marathon;
WHEREAS, the Indenture provides that under certain circumstances newly
acquired Subsidiaries of the Company shall execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiaries shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth therein (the "GUARANTEE"); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, each
Guaranteeing Subsidiary and the Trustee mutually covenant and agree 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. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees
as follows:
(a) Along with all Guarantors named in the Indenture, to jointly and
severally Guarantee to each Holder of a Note authenticated and
delivered by the
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Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture,
the Notes or the obligations of the Company hereunder or
thereunder, that:
(i) the principal of and interest on the Notes will be
promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and
(ii) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that same will
be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay
the same immediately.
(b) The obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any
provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor.
(c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands
whatsoever.
(d) This Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and the
Indenture or pursuant to Section 6 hereof.
(e) If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any
custodian, Trustee, liquidator or other similar official acting
in relation to either the Company or the Guarantors, any amount
paid by either to the Trustee or such Holder, this Guarantee, to
the extent theretofore discharged, shall be reinstated in full
force and effect.
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(f) Each Guaranteeing Subsidiary shall not be entitled to any right
of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby.
(g) As between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in
Article 6 of the Indenture for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the
Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the
purpose of this Guarantee.
(h) The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does
not impair the rights of the Holders under the Guarantee.
(i) Pursuant to Section 11.03 of the Indenture, after giving effect
to any maximum amount and any other contingent and fixed
liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 11 of the
Indenture, the obligations of each Guaranteeing Subsidiary shall
be limited to the maximum amount as will result in the
obligations of such Guarantor under its Guarantee not
constituting a fraudulent transfer or conveyance.
3. SUBORDINATION. The obligations of each Guaranteeing Subsidiary
under its guarantee pursuant to this Supplemental Indenture shall be junior and
subordinated to the Senior Debt of each such Guaranteeing Subsidiary on the same
basis as the Notes are junior and subordinated to the Senior Debt of the
Company. For the purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by each Guaranteeing
Subsidiary only at such time as they may receive and/or retain payments in
respect of the notes pursuant to the indenture, including article 10 thereof.
4. EXECUTION AND DELIVERY. Each guaranteeing subsidiary agrees that
the guarantees shall remain in full force and effect notwithstanding any failure
to endorse on each note a notation of such guarantee.
5. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.
Each Guaranteeing Subsidiary will be subject to Section 11.05 of the Indenture.
6. RELEASES. In the event of a sale or other disposition of all of the
assets of any guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all to the
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capital stock of any Guarantor, then such guarantor (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all of the
capital stock of such Guarantor) or the corporation acquiring the property (in
the event of a sale or other disposition of all or substantially all of the
assets of such Guarantor) will be released and relieved of any obligations under
its Guarantee; PROVIDED that the net proceeds of such sale or other disposition
are applied in accordance with the applicable provisions of the Indenture,
including without limitation section 4.10 of the Indenture. Upon delivery by the
Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of the indenture, including without limitation
Section 4.10 of the Indenture, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Guarantee.
(a) Any Guarantor not released from its obligations under its
Guarantee shall remain liable for the full amount of principal of
and interest on the and for the other obligations of any
guarantor under the indenture as provided in Article 10 of the
indenture.
7. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of either Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Guarantees, 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. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the Commission that such a waiver is against public policy.
8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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.
9. COUNTERPARTS 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.
10. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
11. 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 Subsidiaries and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
Dated: April 23, 1999
TRANSDIGM, INC.
By: /s/ Peter B. Radekevich
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Name: Peter B. Radekevich
Title: Chief Financial Officer
TRANSDIGM HOLDING COMPANY
By: /s/ Peter B. Radekevich
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Name: Peter B. Radekevich
Title: Chief Financial Officer
MARATHON POWER TECHNOLOGIES COMPANY
By: /s/ Peter B. Radekevich
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Name: Peter B. Radekevich
Title: Chief Financial Officer
ADAMS RITE AEROSPACE, INC.
By: /s/ Peter B. Radekevich
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Name: Peter B. Radekevich
Title: Chief Financial Officer
ZMP, INC.
By: /s/ Peter B. Radekevich
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Name: Peter B. Radekevich
Title: Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY, as
Trustee
By: /s/ Michael Hopkins
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Name: Michael Hopkins
Title: Vice President