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TDG > SEC Filings for TDG > Form 8-K on 18-Dec-2008All Recent SEC Filings

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Form 8-K for TRANSDIGM GROUP INC


18-Dec-2008

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financi


Item 1.01 Entry into a Material Definitive Agreement

On December 16, 2008, pursuant to a stock purchase agreement between TransDigm Inc. and Unison Industries LLC, a wholly-owned subsidiary of General Electric Company's GE Aircraft Engines business, TransDigm acquired the stock of Aircraft Parts Corporation ("APC") for approximately $68 million in cash (the "Stock Purchase"). APC designs and manufactures starter generators, generator control units, and related components for turbine engines.

On December 16, 2008, in connection with the Stock Purchase and in accordance with the terms of that certain Indenture, dated as of June 23, 2006, by and among TransDigm, TD Group, The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), and the other parties named therein (as supplemented, the "Indenture"), as supplemented by the First Supplemental Indenture, dated as of November 2, 2006, among TransDigm, TD Group, the subsidiaries of TransDigm named therein and the Trustee, the Second Supplemental Indenture, dated as of February 7, 2007, among TransDigm, TD Group, the subsidiaries of TransDigm named therein and the Trustee, the Third Supplemental Indenture, dated as of June 29, 2007, among TransDigm, TD Group, the subsidiaries of TransDigm named therein and the Trustee, the Fourth Supplemental Indenture, dated as of August 10, 2007, among TransDigm, TD Group, the subsidiaries of TransDigm named therein and the Trustee, and the Fifth Supplemental Indenture, dated as of May 7, 2008, among TransDigm, TD Group, the subsidiaries of TransDigm named therein and the Trustee, TransDigm, TD Group, APC, certain other direct and indirect subsidiaries of TransDigm named therein and the Trustee entered into a Sixth Supplemental Indenture to the Indenture (the "Sixth Supplemental Indenture"). Pursuant to the terms of the Sixth Supplemental Indenture, APC agreed to, among other things, guarantee all of the indebtedness of TransDigm outstanding under the Indenture.

In addition, on December 16, 2008, in connection with the Stock Purchase and in accordance with the terms of that certain (i) Credit Agreement, dated as of June 23, 2006, among TransDigm, TD Group and the other parties named therein, as amended by that certain Amendment No. 1, Consent and Agreement, dated as of January 25, 2007 (as so amended, the "Credit Agreement"), and (ii) Guarantee and Collateral Agreement, dated as of June 23, 2006, among TransDigm, TD Group, Credit Suisse, as administrative agent and collateral agent, and the other parties named therein (as previously supplemented, the "Guarantee and Collateral Agreement"), APC and Credit Suisse entered into Supplement No. 6 to the Guarantee and Collateral Agreement ("Supplement No. 6") and a Joinder Agreement to the Credit Agreement (the "Joinder Agreement"). Pursuant to the terms of Supplement No. 6, APC agreed to, among other things, guarantee all of the indebtedness of TransDigm outstanding under the Credit Agreement from time to time. In addition, under the terms of Supplement No. 6, APC pledged substantially all of its assets to secure its guaranteed obligations under the Credit Agreement. Pursuant to the terms of the Joinder Agreement, APC has agreed that it will deemed to be a "Loan Party" and a "Loan Guarantor" for all purposes of the Credit Agreement.

The above summaries of the Sixth Supplemental Indenture, Supplement No. 6 and the Joinder Agreement are qualified in their entirety by reference to the Sixth Supplemental Indenture, Supplement No. 6 and the Joinder Agreement, which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.



Item 7.01 Regulation FD Disclosure

A copy of the December 16, 2008 press release announcing the Stock Purchase is attached to this Report as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

10.1   Sixth Supplemental Indenture, dated as of December 16, 2008, among
       TransDigm Inc., TransDigm Group Incorporated, the guarantors listed on the
       signature pages thereto and The Bank of New York Trust Company, N.A., as
       trustee.

--------------------------------------------------------------------------------
10.2   Supplement No. 6, dated as of December 16, 2008, between Aircraft Parts
       Corporation and Credit Suisse, as collateral agent and administrative
       agent, to the Guarantee and Collateral Agreement, dated as of June 23,
       2006, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries
       of TransDigm Inc. named therein and Credit Suisse, as administrative agent
       and collateral agent.

10.3   Joinder Agreement, dated as of December 16, 2008, between Aircraft Parts
       Corporation and Credit Suisse, as agent

99.1   Press Release issued December 16, 2008.


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