DESCRIPTION OF THE EXCHANGE NOTES
You can find definitions of certain capitalized terms used in the following summary under Certain Definitions. For purposes
of this section, references to the word Company mean only TransDigm Inc. but not any of its Subsidiaries.
The
Company will issue the 6.375% senior subordinated notes due 2026 offered by this prospectus (solely for the purposes of this section entitled Description of the Exchange Notes the Exchange Notes) under the Indenture, dated as
of June 9, 2016 (the Indenture), among itself, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee ( the Trustee). The Company is issuing the
Exchange Notes in exchange for the 6.375% Senior Subordinated Notes due 2026 that were issued under the Indenture by the Company on June 9, 2016 (solely for the purposes of this section entitled Description of the Exchange Notes the
Original Notes). Solely for purposes of this section entitled Description of the Exchange Notes, we refer to the Exchange Notes and the Original Notes as the Notes. The Exchange Notes offered hereby and
any Original Notes not tendered pursuant to the terms hereof will be treated as a single class under the Indenture, including for purposes of determining whether the required percentage of Holders have given approval or consent to an amendment or
waiver or joined in directing the Trustee to take certain actions on behalf of all Holders.
The following is a summary of the
material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (the TIA), as in effect on the date of the Indenture. A copy of the Indenture may be obtained from the Company.
Brief Description of the Notes
The Notes:
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are unsecured senior subordinated obligations of the Company;
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are subordinated in right of payment to all existing and future Senior Debt of the Company;
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rank pari passu with all existing Senior Subordinated Indebtedness of the Company, including the 2020 Notes, the 2022 Notes, the 2024 Notes and the
2025 Notes;
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are guaranteed by Holdings and each Domestic Restricted Subsidiary; and
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are subject to registration with the SEC pursuant to the Registration Rights Agreement.
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The Company will issue the Exchange Notes in fully registered form in denominations of $2,000 and integral multiples of $1,000. The
Trustee will initially act as paying agent and registrar. The Notes may be presented for registration of transfer and exchange at the offices of the registrar. The Company may change any paying agent and registrar without notice to holders of the
Notes (the Holders). The Company may pay principal (and premium, if any) on the Notes at the Trustees corporate office in New York, New York or by wire transfer to the registered holder (i.e., DTC for a Global Note), or by mailing
a check to the Holders registered address. Any Notes that remain outstanding following the completion of the Registered Exchange Offer, together with the Exchange Notes issued in connection with the Registered Exchange Offer, and any
Additional Notes actually issued will be treated as a single class of securities under the Indenture.
Principal, Maturity and Interest
The Company issued the Original Notes on June 9, 2016 in the aggregate principal amount of $950.0 million and, pursuant
to this prospectus, the Company is offering to exchange all of the Original Notes for the
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Exchange Notes. The Notes will mature on June 15, 2026. Subject to the Companys compliance with the Limitation on Incurrence of Additional Indebtedness covenant, the Company is
entitled to issue more Notes under the Indenture (solely for purposes of this section entitled Description of the Exchange Notes the Additional Notes), but if the Additional Notes are not fungible with the Notes for U.S.
federal income tax purposes, the Additional Notes will have a separate CUSIP number. The Exchange Notes, any Original Notes that are not exchanged for the Exchange Notes and all Additional Notes, if any, will be treated as a single class under the
Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all purposes of the Indenture and this Description of the Exchange Notes, references to the Notes include the
Original Notes not exchanged for Exchange Notes, the Exchange Notes and any other Additional Notes actually issued.
Interest
on the Notes will accrue at the rate of 6.375% per annum. Interest on the Notes will be payable semi-annually in cash in arrears on each June 15 and December 15, commencing on December 15, 2016 and accruing from June 9, 2016. The Company will
make interest payments to the persons who are registered holders at the close of business on June 1 and December 1 immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date on
which interest on the Notes was paid. Additional interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement.
Optional Redemption
Except as set forth below, the Company shall not be
entitled to redeem the Notes at its option prior to June 15, 2021.
On and after issuance, the Company shall be entitled
at its option to redeem the Notes (which includes the Additional Notes, if any) at its option, in whole or in part, upon not less than 30 nor more than 60 days notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve-month period commencing on June 15 of the year set forth below.
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Year
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Percentage
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2021
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103.188
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%
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2022
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101.594
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%
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2023 and thereafter
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100.000
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%
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In addition, the Company must pay all accrued and unpaid interest on the Notes redeemed (subject to the
right of holders of record on the relevant record date to receive interest due on the related interest payment date).
Prior
to June 15, 2019, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which
includes Additional Notes, if any) originally issued at a redemption price (calculated by the Company and expressed as a percentage of principal amount) of 106.375%, plus accrued and unpaid interest, if any, to the redemption date, with an amount
not to exceed the net cash proceeds from one or more Equity Offerings (
provided
that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is
contributed to the equity capital of the Company);
provided, however
, that
(1) at least 65% of
such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly by the Company or its Affiliates); and
(2) each such redemption occurs within 90 days after the date of the related Equity Offering.
Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or
notice, may, at the Companys discretion, be subject to the completion of the related Equity Offering.
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Prior to June 15, 2021, the Company shall be entitled at its option to redeem all or a
portion of the Notes at a redemption price (calculated by the Company) equal to 100% of the principal amount of the Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the redemption date (subject to the right of
Holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption shall be sent to DTC, in the case of Global Notes, or mailed by first-class mail to each Holders registered address
in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 30 nor more than 60 days prior to the redemption date.
Adjusted Treasury Rate
means, with respect to any redemption date, as provided by the Company, (1) the yield, under
the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated H. 15(519) or any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after the Initial Redemption Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in
each case calculated on the third business day immediately preceding the date that the applicable redemption notice is first sent or mailed, in each case, plus 0.50%.
Applicable Premium
means with respect to a Note at any redemption date, as provided by the Company, the greater of (1) 1.00% of the principal amount of such Note and (2) the excess of
(A) the present value at such redemption date of (i) the redemption price of such Note on the Initial Redemption Date (such redemption price exclusive of any accrued and unpaid interest) plus (ii) all required remaining scheduled interest payments
due on such Note through the Initial Redemption Date (but excluding accrued and unpaid interest, if any, to the redemption date), computed using a discount rate equal to the Adjusted Treasury Rate, over (B) the principal amount of such Note on such
redemption date.
Comparable Treasury Issue
means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes from the redemption date to the Initial Redemption Date, that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of a maturity most nearly equal to the Initial Redemption Date.
Comparable Treasury Price
means, with respect to any redemption date, if clause (2) of the Adjusted Treasury Rate
definition is applicable, the average of three, or such lesser number as is obtained by the Company, Reference Treasury Dealer Quotations for such redemption date.
Initial Redemption Date
means, June 15, 2021.
Quotation Agent
means the Reference Treasury Dealer selected by the Company.
Reference Treasury Dealer
means Morgan Stanley & Co. LLC and its successors and assigns, Citigroup Global Markets
Inc. and its successors and assigns, Credit Suisse Securities (USA) LLC and its successors and assigns and UBS Securities LLC and its successors and assigns.
Reference Treasury Dealer Quotations
means with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices
for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Company
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by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day immediately preceding date that the applicable redemption notice is first sent or mailed.
Selection and Notice of Optional Redemption
In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by DTC, by lot or otherwise in accordance with the procedures of the
depository. No Notes of a principal amount of $2,000 or less shall be redeemed in part.
Mandatory Redemption; Offers to Purchase; Open
Market Purchases
The Company is not required to make any mandatory redemption or sinking fund payments with respect to
the Notes. However, under certain circumstances, the Company may be required to offer to purchase Notes as described under the caption Change of Control and the Limitation on Asset Sales covenant. The Company shall be
entitled at its option at any time and from time to time to purchase Notes in the open market or otherwise.
Ranking
Senior Indebtedness versus Notes and Guarantees
The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee will be subordinate in right of payment to the prior payment in full of all Senior Debt of the
Company, Holdings or the relevant Guarantor, as the case may be, including the obligations of the Company, Holdings and such Guarantor under the Credit Facilities.
As of September 30, 2016, after giving effect to the 2016 Refinancing Transactions:
(1) the Companys Senior Debt is $6.6 billion, $6.4 billion which consisted of secured indebtedness under the Credit Facilities and $200 million of which consisted of secured
indebtedness outstanding under the amended 2015 Accounts Receivable Facility;
(2) Holdings Senior
Debt is $6.4 billion, all of which represented Holdings guarantee of the Companys indebtedness under the Credit Facilities and does not reflect $200 million outstanding under the amended 2015 Accounts Receivable Facility; and
(3) the Senior Debt of the Guarantors is $6.4 billion, all of which consisted of their guarantees of the
Companys indebtedness under the Credit Facilities and does not reflect $200 million outstanding under the amended 2015 Accounts Receivable Facility.
In addition, the Company will have additional availability of approximately $583 million for borrowing of Senior Debt under the revolving loan facility under the Credit Facilities and $50 million of
unused capacity under the amended 2015 Accounts Receivable Facility as of such date. Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and the Guarantors may incur, under certain circumstances the
amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Debt. See Certain CovenantsLimitation on Incurrence of Additional Indebtedness.
Liabilities of Subsidiaries versus Notes and Guarantees
Claims of creditors of Subsidiaries of the Company that are not Guarantors, including trade creditors holding Indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of preferred
stockholders of such non-guarantor Subsidiaries, will have priority with respect to the assets and earnings of such
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non-guarantor Subsidiaries over the claims of creditors of the Company, including Holders, even if such claims do not constitute Senior Debt. Accordingly, the Notes and each Guarantee are
effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries.
Although the Indenture limits the incurrence of Indebtedness and Preferred Stock by the Companys Restricted Subsidiaries, such limitation is subject to a number of significant qualifications.
Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness or Preferred Stock under the Indenture. See Certain CovenantsLimitation on Incurrence
of Additional Indebtedness and Certain CovenantsLimitation on Preferred Stock of Restricted Subsidiaries.
As of the Issue Date, 62 foreign Subsidiaries of the Company, 43 of which have immaterial tangible assets and liabilities (excluding intercompany debt), do not guarantee the Notes. As of September 30,
2016, our non-guarantor subsidiaries represented approximately 25% of total assets. In addition, no Securitization Entity guarantees the Notes, including the SPE, which holds $200 million of trade receivables in connection with the borrowing by the
Company of $200 million under the amended 2015 Accounts Receivable Facility.
Other Senior Subordinated Indebtedness versus Notes
Indebtedness of the Company, Holdings or a Guarantor that constitutes Senior Debt will rank senior to the Notes and
the relevant Guarantee in accordance with the provisions of the Indenture. The Notes and each Guarantee will in all respects rank pari passu with all other senior subordinated Indebtedness of the Company, of Holdings and of the applicable Guarantor,
respectively, including the 2020 Notes, the 2022 Notes, the 2024 Notes and the 2025 Notes.
The Company and the Guarantors
have agreed in the Indenture that they will not incur or suffer to exist any Indebtedness that is senior in right of payment to the Notes or the applicable Guarantors Guarantee, as the case may be, and subordinate in right of payment to any
other Indebtedness of the Company or such Guarantor, as the case may be. See Certain CovenantsProhibition on Incurrence of Senior Subordinated Debt. For the avoidance of doubt, unsecured Indebtedness is not subordinated or
junior to Secured Debt merely because it is unsecured.
Subordination; Payment of Notes
The Company is not permitted to pay principal of, premium, if any, or interest on the Notes or make any deposit pursuant to the
provisions described under Legal Defeasance and Covenant Defeasance below and may not purchase, redeem or otherwise retire any Notes (collectively, pay the Notes) if either of the following occurs (a Payment
Default):
(1) any Designated Senior Debt of the Company is not paid in full in cash when due; or
(2) any other default on Designated Senior Debt of the Company occurs and the maturity of such
Designated Senior Debt is accelerated in accordance with its terms;
unless, in either case, the Payment Default has been cured or waived and
any such acceleration has been rescinded or such Designated Senior Debt has been paid in full in cash. Regardless of the foregoing, the Company is permitted to pay the Notes if the Company and the Trustee receive written notice approving such
payment from the Representatives of all Designated Senior Debt with respect to which the Payment Default has occurred and is continuing.
During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated without further notice (except
such notice as may
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be required to effect such acceleration) or the expiration of any applicable grace periods, the Company is not permitted to pay the Notes for a period (a Payment Blockage Period)
commencing upon the receipt by the Trustee (with a copy to the Company) of written notice (a Blockage Notice) of such default from the Representative of such Designated Senior Debt specifying an election to effect a Payment Blockage
Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:
(1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice;
(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or
(3) because such Designated Senior Debt has been discharged or repaid in full in cash.
Notwithstanding the provisions described above, unless the holders of such Designated Senior Debt or the Representative of such
Designated Senior Debt have accelerated the maturity of such Designated Senior Debt, the Company is permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage
Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Debt during such period, except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior
Debt (other than holders of the Bank Indebtedness), a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or
Periods is in effect exceed 179 days in the aggregate during any 360-day consecutive period, and there must be 181 days during any 360-day consecutive period during which no Payment Blockage Period is in effect.
Upon any payment or distribution of the assets of the Company upon a total or partial liquidation or dissolution or reorganization of, or
similar proceeding relating to, the Company or its property:
(1) the holders of Senior Debt of the
Company will be entitled to receive payment in full in cash of such Senior Debt before the Holders are entitled to receive any payment;
(2) until the Senior Debt of the Company is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of the Indenture will be made to
holders of such Senior Debt as their interests may appear, except that Holders may receive certain Capital Stock and subordinated debt obligations; and
(3) if a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Debt of
the Company and pay it over to them as their interests may appear.
If payment of the Notes is accelerated because of an Event
of Default, the Company or the Trustee must promptly notify the holders of Designated Senior Debt or the Representative of such Designated Senior Debt of the acceleration. If any Designated Senior Debt is outstanding, none of the Company, Holdings
or any Guarantor may pay the Notes until five business days after the Representatives of all the issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Notes only if the Indenture otherwise permits payment
at that time.
The obligations of Holdings and the Guarantors under their respective Guarantees are senior subordinated
obligations. As such, the rights of the Holders to receive payment by Holdings or by a Guarantor pursuant to its Guarantee will be subordinated in right of payment to the rights of holders of Senior Debt of Holdings or such Guarantor, as the case
may be. The terms of the subordination provisions described above with respect to the Companys obligations under the Notes apply equally to Holdings and each Guarantor and the obligations of Holdings and such Guarantor under its Guarantee.
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By reason of the subordination provisions contained in the Indenture, in the event of a
liquidation or insolvency proceeding, creditors of the Company, Holdings or a Guarantor who are holders of Senior Debt of the Company, Holdings or such Guarantor, as the case may be, may recover more, ratably, than the Holders, and creditors of the
Company who are not holders of Senior Debt may recover less, ratably, than holders of Senior Debt and may recover more, ratably, than the Holders.
The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. government obligations held in trust by the Trustee for the payment of principal of
and interest on the Notes pursuant to the provisions described under Legal Defeasance and Covenant Defeasance, if the foregoing subordination provisions were not violated at the time the respective amounts were deposited pursuant
to such defeasance provisions.
Guarantees
Holdings and the Domestic Restricted Subsidiaries of the Company, other than an Immaterial Domestic Restricted Subsidiary, will jointly and severally guarantee, on a senior subordinated basis, the
Companys obligations under the Notes and the Indenture. The obligations of each Domestic Restricted Subsidiary under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under
applicable law. See Risk FactorsRisks Relating to the NotesFederal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes.
Because Holdings is a holding company with no significant operations, the Guarantee by Holdings provides little, if any, additional credit support for the Notes, and investors should not rely on the Guarantee by Holdings in evaluating an investment
in the Notes.
Holdings and each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of
all guaranteed obligations under the Indenture to a contribution from each other Guarantor and Holdings in an amount equal to such other Guarantors and Holdings pro rata portion of such payment based on the respective net assets of all
the Guarantors and Holdings at the time of such payment determined in accordance with GAAP (for purposes hereof, Holdings net assets shall be those of all its consolidated Subsidiaries other than the Guarantors).
If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other
contingent liabilities) of Holdings or a Guarantor, as applicable, and, depending on the amount of such indebtedness, Holdings or a Guarantors liability on its Guarantee could be reduced to zero. See Risk FactorsRisks
Relating to the NotesFederal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes.
Pursuant to the Indenture, a Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to, any
other Person to the extent described below under Certain CovenantsMerger, Consolidation and Sale of Assets;
provided, however
, that if such other Person is not the Company, such Guarantors obligations under its
Guarantee must be expressly assumed by such other Person, subject to the following paragraph.
The Guarantee of a Guarantor
will be released:
(1) upon the sale or other disposition (including by way of consolidation or merger)
of a Guarantor;
(2) upon the sale or disposition of all or substantially all the assets of a Guarantor;
(3) upon the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the terms of the
Indenture;
(4) if the Guarantor becomes an Immaterial Domestic Restricted Subsidiary or ceases to be a
Subsidiary; or
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(5) if the Company exercises its Legal Defeasance option or Covenant
Defeasance option as described under Legal Defeasance and Covenant Defeasance or if its obligations under the Indenture are discharged in accordance with the terms of the Indenture as described under Satisfaction and
Discharge (in which case the Guarantee of Holdings will also be released);
in the case of clauses (1) and (2), other than to the
Company or an Affiliate of the Company and as permitted by the Indenture.
Change of Control
If a Change of Control occurs, each Holder will have the right to require that the Company purchase all or a portion of such
Holders Notes pursuant to the offer described below (the Change of Control Offer), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date
upon which the Change of Control occurred, the Company must send, in the case of Global Notes, through the facilities of DTC and, in the case of certificated notes, by first class mail, a notice to the Trustee and each Holder, which notice shall
govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law
(the Change of Control Payment Date). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled Option of Holder to Elect Purchase on the
reverse of the Note completed, to the paying agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.
The Credit Facilities prohibit the Company from purchasing any Notes (subject to certain limited exceptions) and also provides that the
occurrence of certain change of control events with respect to the Company would constitute a default under the facilities thereunder. Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of
Control, the Company covenants to:
(1) repay in full all Indebtedness under the Credit Facilities and
all other Senior Debt the terms of which require repayment upon a Change of Control; or
(2) obtain the
requisite consents under the Credit Facilities and all such other Senior Debt to permit the repurchase of the Notes as provided below.
The Companys failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (3) and not in clause (2) under
Events of Default below which would, in turn, constitute a default under the Credit Facilities. In such circumstances, the subordination provisions of the Indenture would likely restrict payment to the Holders.
The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to the
Indenture as described under Optional Redemption prior to the date on which notice of the Change of Control Offer must be sent.
A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time
of making the Change of Control Offer.
If a Change of Control Offer is made, there can be no assurance that the Company will
have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding
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Notes pursuant to a Change of Control Offer, the Company expects that it would seek third-party financing to the extent it does not have available funds to meet its purchase obligations. However,
there can be no assurance that the Company would be able to obtain such financing.
The Change of Control purchase feature of
the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the
initial purchasers. The Company has no present intention to engage in a transaction involving a Change of Control, although it is possible that it could decide to do so in the future. Subject to the limitations discussed below, the Company could, in
the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture but that could increase the amount of indebtedness outstanding at such
time or otherwise affect the Companys capital structure or credit ratings. Restrictions on the Companys ability to incur additional Indebtedness are contained in the Limitation on Incurrence of Additional Indebtedness
covenant. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any
covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.
Future
indebtedness that the Company may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the
Holders of their right to require the Company to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company.
The definition of Change of Control includes a disposition of all or substantially all of the assets of the Company to any
Person. Although there is a limited body of case law interpreting the phrase substantially all, there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of
uncertainty as to whether a particular transaction would involve a disposition of all or substantially all of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder
of Notes may require the Company to make an offer to repurchase the Notes as described above.
The provisions under the
Indenture relative to the Companys obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the Notes.
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable
in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its
obligations under the Change of Control provisions of the Indenture.
Certain Covenants
Covenant Suspension
The Indenture contains, among others, the following covenants. During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no
Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a Covenant Suspension Event), the Company and its Restricted
Subsidiaries will not be subject to the following provisions of the Indenture:
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(1)
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Limitation on Incurrence of Additional Indebtedness;
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(2)
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Limitation on Restricted Payments;
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(3)
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Limitation on Asset Sales;
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(4)
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Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries;
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(5)
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Limitation on Preferred Stock of Restricted Subsidiaries;
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(6)
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Prohibition on Incurrence of Senior Subordinated Debt;
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(7)
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clause (2) of the first paragraph of Merger, Consolidation and Sale of Assets;
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(8)
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Limitation on Transactions with Affiliates;
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(9)
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Future Guarantees by Restricted Subsidiaries; and
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(10)
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Conduct of Business
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(collectively, the Suspended Covenants). Upon the occurrence of a Covenant Suspension Event, the amount of Net Cash Proceeds with respect to
any applicable Net Proceeds Offer Trigger Date shall be set at zero at such date (the Suspension Date). In addition, in the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period
of time as a result of the foregoing, and on any subsequent date (the Reversion Date) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade
Rating or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension
Date and the Reversion Date is referred to in this description as the Suspension Period. Within 30 days of the Reversion Date, any Restricted Subsidiary that would have been required during the Suspension Period but for the Suspended
Covenants by the Future Guarantees by Restricted Subsidiaries covenant to execute a supplemental indenture will execute such supplemental indenture required by such covenant. Notwithstanding that the Suspended Covenants may be
reinstated, no Default or Event of Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or upon termination of the Suspension Period or after that time based solely on
events that occurred during the Suspension Period).
On the Reversion Date, all Indebtedness incurred during the Suspension
Period will be classified to have been incurred or issued pursuant to the Limitation on Incurrence of Additional Indebtedness covenant to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the
Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to the
Limitation on Incurrence of Additional Indebtedness covenant, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under paragraph (3) of the definition of Permitted
Indebtedness. Restricted Payments made during the Suspension Period will be deemed to have been made pursuant to the first paragraph of the Limitation on Restricted Payments covenant.
There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.
Furthermore, if (i) a Change of Control occurs that results in either (a) the sale, lease, exchange or other transfer of all or
substantially all of the assets of the Company to any Person or Group (as defined in the definition of Change of Control) other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) of the Company
or (b) any Person or Group other than an Affiliate (other than a Person that becomes an Affiliate solely as a result of such transaction) of the Company becoming the beneficial owner, directly or indirectly, of shares representing 100% of the total
ordinary voting power represented by the issued
43
and outstanding Capital Stock of the Company or Holdings and (ii) such Person or Group acquiring control pursuant to clause (i) above is subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, then the Company will not be subject to the first three paragraphs of the covenant described under Reports to Holders from that time if and for so long as such Person or Group maintains Investment Grade
Ratings from both Rating Agencies.
Limitation on Incurrence of Additional Indebtedness.
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively incur) any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company
and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio
of the Company would have been greater than 2.0 to 1.0; provided, however, that the amount of Indebtedness (including Acquired Indebtedness) that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not
exceed $100 million at any one time outstanding.
Limitation on Restricted Payments.
The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:
(1) declare or pay any dividend or make any distribution on, or in respect of, shares of the Companys or any
Restricted Subsidiarys Capital Stock to holders of such Capital Stock (other than dividends or distributions payable in Qualified Capital Stock of the Company and dividends or distributions payable to the Company or a Restricted Subsidiary and
other than pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));
(2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or of any
direct or indirect parent of the Company or of a Restricted Subsidiary of the Company held by any Affiliate of the Company (other than a Restricted Subsidiary of the Company) or any warrants, rights or options to purchase or acquire shares of any
class of such Capital Stock;
(3) make any principal payment on, purchase, defease, redeem, prepay,
decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company, or of any Guarantor, that is subordinate or junior in right of payment
to the Notes or any Guarantee, as applicable (other than (x) any Indebtedness permitted under clause (6) of the definition of Permitted Indebtedness and (y) the purchase, defeasance or other acquisition of such Indebtedness purchased in
anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of such purchase, defeasance or other acquisition); or
(4) make any Investment (other than Permitted Investments)
(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a Restricted Payment), if at the time of such Restricted Payment or immediately after giving
effect thereto:
(i) a Default or an Event of Default shall have occurred and be continuing; or
44
(ii) the aggregate amount of Restricted Payments (including such
proposed Restricted Payment) made subsequent to December 14, 2010 (other than Restricted Payments made pursuant to clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13) and (14) of the following paragraph) shall exceed the sum of,
without duplication:
(t) $400 million; plus
(u) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus
100% of such loss) of the Company earned subsequent to October 1, 2010 and on or prior to the date the Restricted Payment occurs (the Reference Date) (treating such period as a single accounting period); plus
(v) 100% of the aggregate net cash proceeds (including the fair market value of property (as determined by the
Company in good faith), other than cash, that would constitute Marketable Securities or a Permitted Business) received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to December 14, 2010
and on or prior to the Reference Date of Qualified Capital Stock of the Company (other than Excluded Contributions); plus
(w) without duplication of any amounts included in clause (ii)(w) above, 100% of the aggregate net cash proceeds of any equity contribution received subsequent to December 14, 2010 by the Company
from a holder of the Companys Capital Stock; plus
(x) the amount by which Indebtedness of the
Company is reduced on the Companys balance sheet upon the conversion or exchange subsequent to December 14, 2010 of any Indebtedness of the Company for Qualified Capital Stock of the Company (less the amount of any cash, or the fair value of
any other property, distributed by the Company upon such conversion or exchange);
provided, however
, that the foregoing amount shall not exceed the net cash proceeds received by the Company or any Restricted Subsidiary from the sale of such
Indebtedness (excluding net cash proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus
(y) an amount equal to the sum of (I) 100% of the aggregate net proceeds (including the fair market value of
property other than cash that would constitute Marketable Securities or a Permitted Business) received by the Company or any Restricted Subsidiary subsequent to December 14, 2010 (A) from any sale or other disposition of any Investment (other than a
Permitted Investment) in any Person (including an Unrestricted Subsidiary) made by the Company and its Restricted Subsidiaries and (B) representing the return of capital or principal (excluding dividends and distributions otherwise included in
Consolidated Net Income) with respect to such Investment and (II) the portion (proportionate to the Companys equity interest in an Unrestricted Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at any time
subsequent to December 14, 2010 such Unrestricted Subsidiary is designated a Restricted Subsidiary;
provided, however
, that, in the case of item (II), the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount
of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary.
Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:
(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of
declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice;
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(2) any Restricted Payment made out of the net cash proceeds of the
substantially concurrent sale of, or made by exchange for, Qualified Capital Stock of the Company (other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or
any of its Subsidiaries for the benefit of their employees and other than Designated Preferred Stock) or a substantially concurrent cash capital contribution received by the Company from its stockholders;
provided,
however
, that the
net cash proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clauses (ii)(w) and (ii)(x) of the immediately preceding paragraph;
(3) the acquisition of any Indebtedness of the Company or a Guarantor that is subordinate or junior in
right of payment to the Notes or the applicable Guarantee through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of Refinancing Indebtedness that is subordinate or junior in
right of payment to the Notes or the applicable Guarantee;
(4) Dividend Equivalent Payments and payments
to a direct or indirect parent of the Company for the purpose of permitting any of such entities to redeem or repurchase common equity or options in respect thereof, in each case in connection with the repurchase provisions of employee stock option
or stock purchase agreements or other agreements to compensate management employees, or upon the death, disability, retirement, severance or termination of employment of management employees;
provided
that all such Dividend Equivalent
Payments and redemptions or repurchases pursuant to this clause (4) shall not exceed in any fiscal year the sum of (A) $25 million in any fiscal year carried over to succeeding fiscal years (with unused amounts so carrying over as of the Issue Date)
subject to a maximum (without giving effect to the following clause (B)) of $50 million in any fiscal year) plus (B) any amounts not utilized in any preceding fiscal year following December 14, 2010 that were otherwise available under this clause
(4) for such purchases (which aggregate amount shall be increased by the amount of any net cash proceeds received from the sale since December 14, 2010 of Capital Stock (other than Disqualified Capital Stock) to members of the Companys
management team that have not otherwise been applied to the payment of Restricted Payments pursuant to the terms of clause (ii) of the immediately preceding paragraph or clause (2) of this paragraph and by the cash proceeds of any
key-man life insurance policies which are used to make such redemptions or repurchases);
provided, further
, that the cancellation of Indebtedness owing to the Company from members of management of the Company or any of its
Restricted Subsidiaries in connection with any repurchase of Capital Stock of such entities (or warrants or options or rights to acquire such Capital Stock) will not be deemed to constitute a Restricted Payment under the Indenture;
(5) the declaration and payment of dividends by the Company to, or the making of loans to, its direct parent company
in amounts required for the Companys direct or indirect parent companies to pay
(A) franchise
taxes and other fees, taxes and expenses required to maintain their corporate existence,
(B) Federal,
state and local income taxes, to the extent such income taxes are attributable to the income of the Company and the Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to
pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries;
provided, however
, that the amount of such payments in any fiscal year does not exceed the amount that the Company and its consolidated Subsidiaries
would be required to pay in respect of Federal, state and local taxes for such fiscal year were the Company to pay such taxes as a stand-alone taxpayer,
(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are
attributable to the ownership or operation of the Company and the Restricted Subsidiaries,
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(D) general corporate overhead expenses of any direct or indirect
parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries, and
(E) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering by such direct or indirect parent company of the Company;
(6) repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible
or exchangeable securities if such Capital Stock represents a portion of the exercise price thereof or the withholding of a portion of such Capital Stock to pay the taxes payable on account of such exercise;
(7) additional Restricted Payments in an aggregate amount not to exceed $75.0 million;
(8) [intentionally omitted];
(9) payments of dividends on Disqualified Capital Stock issued in compliance with the Limitation on Incurrence
of Additional Indebtedness covenant;
(10) Restricted Payments made with Net Cash Proceeds from
Asset Sales remaining after application thereof as required by the Limitation on Asset Sales covenant (including after the making by the Company of any Net Proceeds Offer required to be made by the Company pursuant to such covenant and
the application of the entire Net Proceeds Offer Amount to purchase Notes tendered therein);
(11) the
repayment or extension of intercompany debt that is permitted under the Indenture;
(12) cash payments in
lieu of fractional shares in connection with the exercise of warrants, stock options or other securities convertible into or exchangeable into Capital Stock of the Company;
(13) upon occurrence of a Change of Control, and within 60 days after the completion of the Change of Control Offer
pursuant to the Change of Control covenant (including the purchase of all Notes tendered), any purchase or redemption of Obligations of the Company that are subordinate or junior in right of payment to the Notes required pursuant to the
terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any;
provided, however
, that (A) at the time of
such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom) and (B) such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of)
any issuance of Indebtedness by the Company or any Subsidiary; and
(14) Restricted Payments that are
made with Excluded Contributions.
Notwithstanding any of the foregoing to the contrary, the Company and its Restricted
Subsidiaries may make any Restricted Payment so long as (1) no Default or Event of Default has occurred and is continuing and (2) at the time of such Restricted Payment and after giving pro forma effect thereto, the Companys Consolidated Fixed
Charge Coverage Ratio would exceed 2.0 to 1.0; provided, however, that if at any time the criteria set forth in the preceding clause (2) cease to be satisfied, all Restricted Payments made by the Company or any of its Restricted Subsidiaries
occurring on or after the date on which such criteria ceased to be satisfied shall be required to be made, to the extent permitted thereby, in compliance with the preceding paragraphs of this covenant, and the amount available for Restricted
Payments pursuant to clause (ii) of the first paragraph of this covenant on or after the date on which such criteria ceases to be satisfied shall be equal to the amount that would have been available for Restricted Payments pursuant to such clause
(ii) on such date without giving effect to any Restricted Payments made through such date pursuant to and in compliance with this paragraph; provided, further, that if the Company or any of its Restricted Subsidiaries become contractually obligated
to make any
47
Restricted Payment at the time criteria set forth in the preceding clauses (1) and (2) continues to be satisfied, then the Company or such Restricted Subsidiary, as the case may be, may continue
to make such Restricted Payments, even if the criteria in such clauses (1) and (2) ceases to be satisfied at the time such Restricted Payment is actually made, notwithstanding the limitation set forth in the preceding proviso, and the amount
available for Restricted Payments pursuant to clause (ii) of the first paragraph of this covenant on or after the date on which such criteria ceases to be satisfied shall be equal to the amount that would have been available for Restricted Payments
pursuant to such clause (ii) on such date without giving effect to any Restricted Payments made on such date pursuant to and in compliance with this proviso.
For purposes of determining compliance with this covenant, in the event that a payment or other action meets the criteria of more than one of the exceptions described in clauses (1) through (14) above, or
is permitted to be made pursuant to clause (ii) of the first paragraph of this covenant (including by virtue of qualifying as Permitted Investment), the Company will be permitted to classify such payment or other action on the date of its occurrence
in any manner that complies with this covenant. Payments or other actions permitted by this covenant need not be permitted solely by reference to one provision permitting such payment or other action but may be permitted in part by one such
provision and in part by one or more other provisions of this covenant permitting such payment or other action (including pursuant to any section of the definition of Permitted Investment).
The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary as
specified in the definition of Unrestricted Subsidiary. For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so
designated will be deemed to be Restricted Payments at the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All of those outstanding Investments will be deemed to
constitute Investments in an amount equal to the fair market value of the Investments at the time of such designation. Such designation will only be permitted if the Restricted Payment would be permitted at the time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.
Limitation on Asset Sales.
The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
(1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company);
(2) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that
the amount of:
(a) any liabilities (as shown on the Companys or such Restricted Subsidiarys most
recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Companys or such Restricted Subsidiarys balance or the footnotes
thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that
are assumed by the transferee of any such assets;
(b) any securities, notes or other obligations received by
the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and
(c) any Designated Non-Cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset
Sale having an aggregate fair market value, taken together with all other
48
Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets
at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall,
in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this covenant; and
(3) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof
either (A) to prepay any Senior Debt, or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such
revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to
reinvest in Productive Assets (
provided
that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary by the end of such 545-day period has entered into a binding agreement under which it is contractually
committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into and, with respect to the amount of such investment, the reference to the 546th day after an
Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 546th day)) or (C) a combination of
prepayment and investment permitted by the foregoing clauses (3)(A) and (3)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit
facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 546th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board
Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(A), (3)(B) and (3)(C) of the next preceding sentence (each, a Net Proceeds Offer Trigger Date), such aggregate amount of Net Cash
Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of the next preceding sentence (each a Net Proceeds Offer Amount) shall be applied by the Company or
such Restricted Subsidiary to make an offer to purchase on a date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a
Restricted Subsidiary requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their
principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in
respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt);
provided, however
, that if at any time any non-cash consideration (including any Designated
Non-cash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect
to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Notwithstanding the foregoing, if a
Net Proceeds Offer Amount is less than $40.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate
amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $40.0
million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred
Net Proceeds Offer Amounts is equal to $40.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date).
49
Notwithstanding the immediately preceding paragraph, the Company and its Restricted
Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that:
(1) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and
(2) such Asset Sale is for fair market value (as determined in good faith by the Company);
provided
that any
consideration consisting of cash, Cash Equivalents and/or Marketable Securities received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net
Cash Proceeds subject to the provisions of the preceding paragraph.
Notice of each Net Proceeds Offer will be sent to DTC, in
the case of Global Notes, or mailed to the record Holders as shown on the register of Holders, in the case of certificated notes, within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the
procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 (but in minimum amounts of $2,000) in exchange for cash. To the
extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased in accordance with the depositorys procedures (based on amounts tendered). A Net Proceeds Offer shall
remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate amount of Notes and other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds
Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be
reset at zero.
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with
the Asset Sale provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of the
Indenture by virtue thereof.
Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.
The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise
cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:
(1) pay dividends or make any other distributions on, or in respect of, its Capital Stock;
(2) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any Guarantor; or
(3) transfer any of its property or assets to the Company or any Guarantor,
except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of:
(a) applicable law, rule, regulation or order;
(b) the Indenture, the Notes, the 2020 Notes, the 2022 Notes, the 2024 Notes, the 2025 Notes and the Guarantees;
50
(c) non-assignment provisions of any contract or any lease of any Restricted
Subsidiary of the Company entered into in the ordinary course of business;
(d) any instrument governing
Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;
(e) the Credit Facilities as entered into or existing on the Issue Date or any amendments, modifications, restatements,
renewals, increases, supplements, refundings, replacements or refinancings thereof;
provided
that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or
refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances);
(f) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;
(g) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of
such Lien;
(h) restrictions imposed by any agreement to sell assets or Capital Stock permitted under the
Indenture to any Person pending the closing of such sale;
(i) any agreement or instrument governing Capital
Stock of any Person that is acquired;
(j) any Purchase Money Note or other Indebtedness or other contractual
requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;
(k) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or
incurred under the Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances);
(l) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business;
(m) any encumbrances or restrictions imposed by any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (d) and (f) through (l) above;
provided
that such amendments,
modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Companys Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively
binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase,
supplement, refunding, replacement or refinancing;
(n) customary provisions in joint venture, partnership,
asset sale, sale leaseback and other similar agreements; and
(o) customary provisions in leases and other
agreements entered into in the ordinary course of business.
51
Limitation on Preferred Stock of Restricted Subsidiaries.
The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Restricted
Subsidiary of the Company) or permit any Person (other than the Company or a Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company, other than Permitted Subsidiary Preferred Stock. The
provisions of this covenant will not apply to (w) any of the Guarantors, (x) any transaction as a result of which neither the Company nor any of its Restricted Subsidiaries will own any Capital Stock of the Restricted Subsidiary whose Preferred
Stock is being issued or sold and (y) Preferred Stock that is Disqualified Capital Stock and is issued in compliance with the Limitation on Incurrence of Additional Indebtedness covenant.
Limitation on Liens.
The Company will not, and will not cause or permit any Guarantor to, incur any Secured Debt that is not Senior Debt of such Person, unless contemporaneously therewith such Person makes effective provision
to secure the Notes or the relevant Guarantee, as applicable, equally and ratably with such Secured Debt for so long as such Secured Debt is secured by a Lien (the Initial Lien). Any Lien created for the benefit of the Holders pursuant
to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien securing the other Secured Debt and that holders of such other Secured
Debt may exclusively control the disposition of property subject to the Initial Lien.
Prohibition on Incurrence of Senior Subordinated
Debt.
The Company will not, and will not permit any Guarantor to, incur or suffer to exist Indebtedness that is
senior in right of payment to the Notes or such Guarantors Guarantee, as the case may be, and subordinate in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be. For the avoidance of doubt, unsecured
Indebtedness is not subordinated or junior to Secured Debt merely because it is unsecured.
Merger, Consolidation and Sale of Assets.
The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into
any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the
Companys assets (determined on a consolidated basis for the Company and the Companys Restricted Subsidiaries) to any Person unless:
(1) either:
(a) the Company shall be the surviving or
continuing corporation; or
(b) the Person (if other than the Company) formed by such consolidation or
into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Companys Restricted Subsidiaries substantially as an
entirety (the Surviving Entity):
(x) shall be a corporation, partnership, limited liability
company or similar entity organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia; and
(y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of,
52
premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement to be performed or observed on the part
of the Company;
provided
, that at any time the Company or its successor is not a corporation, there shall be a co-issuer of the Notes that is a corporation;
(2) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, and except in
the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect
to any Indebtedness and Acquired Indebtedness incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to the Limitation on Incurrence of Additional Indebtedness covenant, or the Consolidated Fixed Charge Coverage Ratio for the Surviving Entity and its Restricted Subsidiaries on a consolidated basis would
be greater than such ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction;
(3) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, and except in the case of a merger entered into solely for the purpose of reincorporating the
Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in
connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and
(4) the Company or the Surviving Entity shall have delivered to the Trustee an officers certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent
in the Indenture relating to such transaction have been satisfied.
For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets between or among the Company and its Restricted
Subsidiaries will not be subject to this covenant.
The Indenture provides that upon any consolidation, combination or merger
or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged
or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named
as such and that, in the event of a conveyance or transfer (but not a lease), the conveyor or transferor (but not a lessor) will be released from the provisions of the Indenture.
The Company will not permit any Guarantor to consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise
dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:
(1) (except in the case of a Guarantor that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation
or sale of Capital Stock or through the sale of all or substantially all of its assets (such sale constituting the disposition of such Guarantor in its entirety), if in connection therewith the Company provides an officers certificate to the
Trustee to the effect that the Company will comply with its obligations under the Limitation on Asset Sales
53
covenant in respect of such disposition) the resulting, surviving or transferee Person (if not such Guarantor) shall be a Person organized and validly existing under the laws of the jurisdiction
under which such Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the
Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor, if any, under its Guarantee;
(2) except in the case of a merger of a Guarantor with or into the Company or another Guarantor and except in the case of a merger entered into solely for the purpose of reincorporating a Guarantor
in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (1) (including giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted
in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and
(3) the Company shall have delivered to the Trustee an officers certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture
relating to such transaction have been satisfied.
Holdings will not consolidate or merge with or into, or sell, assign,
transfer, lease or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:
(1) the resulting, surviving or transferee Person (if not Holdings) shall be a Person organized and validly existing
under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the
Trustee, all the obligations of Holdings, if any, under its Guarantee;
(2) except in the case of a
merger entered into solely for reincorporating Holdings in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (1) (including giving effect to any Indebtedness
and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and
(3) the Company shall have delivered to the Trustee an officers certificate and an opinion of counsel, each
stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable
provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.
Limitation on Transactions with Affiliates.
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction or series of related transactions (including the
purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (an Affiliate Transaction) involving aggregate payment or consideration in excess of $20.0 million,
unless:
(1) such Affiliate Transaction is on terms that are not materially less favorable to the Company
or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate of the Company and
(2) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or consideration in excess of $30.0 million, a Board
54
Resolution adopted by the majority of the members of the Board of Directors of the Company approving such Affiliate Transaction and an officers certificate certifying that such Affiliate
Transaction complies with clause (1) above.
The restrictions set forth in the first paragraph of this covenant shall not
apply to:
(1) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers,
directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Companys Board of Directors or senior management;
(2) transactions between or among the Company and any of its Restricted Subsidiaries or between or among such
Restricted Subsidiaries; provided that such transactions are not otherwise prohibited by the Indenture;
(3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby
(including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect
on the Issue Date as determined in good faith by the Company;
(4) Restricted Payments or Permitted
Investments permitted by the Indenture;
(5) transactions effected as part of a Qualified Securitization
Transaction;
(6) [intentionally omitted];
(7) payments or loans to employees or consultants that are approved by the Board of Directors of the Company in good
faith;
(8) sales of Qualified Capital Stock;
(9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations
under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter;
provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue
Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement taken as a whole are not materially disadvantageous to the Holders;
(10) transactions permitted by, and complying with, the provisions of the Merger, Consolidation and Sale of
Assets covenant;
(11) any issuance of securities or other payments, awards, grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company;
(12) [intentionally omitted]; and
(13) transactions in which the Company or any Restricted Subsidiary, as the case may be, receives an opinion from a
nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those
that might reasonably have been obtained in a comparable transaction at such time on an arms length basis from a Person that is not an Affiliate of the Company.
55
Future Guarantees by Restricted Subsidiaries.
The Company will not, and will not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary
unless such Domestic Restricted Subsidiary within 20 business days executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary;
provided, however
, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary;
provided further,
however
, that the Company will cause a Domestic Restricted Subsidiary that was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture
to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 business days after the end of the most recently ended fiscal quarter of the Company in which such
Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary;
provided further
,
however,
that if at any time, Domestic Restricted Subsidiaries that are not Guarantors because they are Immaterial Domestic
Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the
Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted
Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the end of the most recently ended fiscal quarter in
which such requirement was triggered, such that the foregoing condition ceases to be true.
Conduct of Business.
The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any businesses a
majority of whose revenues are not derived from businesses that are the same or reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries
are engaged on the Issue Date (which shall include engineered components businesses not within the aerospace industry).
Reports to
Holders.
The Indenture provides that, whether or not required by the rules and regulations of the SEC, so long as any
Notes are outstanding, the Company will furnish to the Holders:
(1) all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a Managements Discussion and Analysis of Financial Condition and Results of
Operations that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in
Managements Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Companys certified independent accountants and
(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to
file such reports, in each case, within the time periods specified in the SECs rules and regulations.
In addition,
whether or not required by the rules and regulations of the SEC, the Company must file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SECs rules and regulations (unless
the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.
56
For so long as Holdings or another direct or indirect parent company of the Company is a
guarantor of the Notes, the Indenture permits the Company to satisfy its obligations under this covenant by furnishing financial information relating to Holdings;
provided
that the same is accompanied by consolidating information that
explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand.
In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Events of
Default
The following events are defined in the Indenture as Events of Default:
(1) the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a
period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);
(2) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes
tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);
(3) a default in the observance or performance of any other covenant or agreement contained in the
Indenture which default continues for a period of 60 days (or 180 days in the case of the covenant described under Reports to Holders) after the Company receives written notice specifying the default (and demanding that such
default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the Merger, Consolidation and Sale of Assets covenant, which will
constitute an Event of Default with such notice requirement but without such passage of time requirement);
(4) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions
thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal
amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $50 million or more at any time;
(5) one or more judgments in an aggregate amount in excess of $50 million shall have been rendered against the
Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; or
(6) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries.
If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) shall occur and be
continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of, and accrued interest on, all the Notes to be due and payable immediately by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that it is a notice of acceleration (the Acceleration Notice), and the same:
(1) shall become immediately due and payable or
57
(2) if there are any amounts outstanding under the Credit Facilities,
shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facilities and five business days after receipt by the Company and the Representative under the Credit Facilities of such Acceleration Notice but
only if such Event of Default is then continuing.
If an Event of Default specified in clause (6) above with respect to the
Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on, all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on
the part of the Trustee or any Holder.
The Indenture provides that, at any time after a declaration of acceleration with
respect to the Notes as described in the two preceding paragraphs, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:
(1) if the rescission would not conflict with any judgment or decree;
(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration;
(3) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;
(4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and
(5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description
above of Events of Default, the Trustee shall have received an officers certificate and an opinion of counsel that such Event of Default has been cured or waived.
No such rescission shall affect any subsequent Default or impair any right consequent thereto.
The Holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of
or interest on any Notes.
Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture
and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the
Holders, unless such Holders have offered to the Trustee indemnity satisfactory to it. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
Under the Indenture, the Company is required to provide an officers certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that,
such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.
Legal Defeasance and Covenant Defeasance
The Company may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding Notes (Legal Defeasance). Such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for:
(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on, the Notes when such payments are due;
58
(2) the Companys obligations with respect to the Notes concerning
issuing temporary notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;
(3) the rights, powers, trust, duties and immunities of the Trustee and the Companys obligations in connection therewith; and
(4) the Legal Defeasance provisions of the Indenture.
In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to
certain covenants that are described in the Indenture (Covenant Defeasance) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under Events of Default will no longer constitute an Event of Default with respect to the
Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S.
dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and
interest on, the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;
(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that:
(a) the Company has received from, or there has been published by the Internal Revenue Service a ruling
or
(b) since the date of the Indenture, there has been a change in the applicable federal income tax
law,
in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the
Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, the Company shall
have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant
Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a
Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in
the period ending on the 91st day after the date of deposit;
(5) such Legal Defeasance or Covenant
Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing
such borrowing) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;
59
(6) the Company shall have delivered to the Trustee an officers
certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company
or others;
(7) the Company shall have delivered to the Trustee an officers certificate and an
opinion of counsel, each stating that all conditions precedent provided for, or relating to, the Legal Defeasance or the Covenant Defeasance have been complied with;
(8) the Company shall have delivered to the Trustee an opinion of counsel to the effect that:
(a) the trust funds will not be subject to any rights of holders of Senior Debt, including those arising under the
Indenture; and
(b) after the 91st day following the deposit, the trust funds will not be subject to the
effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; and
(9) certain other customary conditions precedent are satisfied.
Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be
delivered if all Notes not therefor delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for giving of notice
of redemption by the Trustee in the name, and at the expense, of the Company.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or
exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when
(1) either:
(a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or
(b) all Notes not theretofore delivered to the Trustee for cancellation have (i) become due and payable, pursuant to
an optional redemption notice or otherwise or (ii) will become due and payable within one year or are to be called for redemption within one year, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on, the Notes to the date of deposit together with irrevocable
instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; and
(2) the Company has paid all other sums payable under the Indenture by the Company.
The Trustee will acknowledge the satisfaction and discharge of the Indenture if the Company has delivered to the Trustee an officers certificate and an opinion of counsel stating that all conditions
precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.
Modification of the
Indenture
From time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend
the Indenture to:
(1) cure any ambiguity, defect or inconsistency;
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(2) provide for uncertificated notes in addition to or in place of
certificated notes or to alter the provisions of the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect the legal rights of any Holder;
(3) provide for the assumption of the Companys, Holdings or a Guarantors obligations to the
Holders by a successor to the Company, Holdings or a Guarantor pursuant to the Merger, Consolidation and Sale of Assets covenant;
(4) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder;
(5) comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the
TIA;
(6) provide for the issuance of Notes issued after the Issue Date in accordance with the
limitations set forth in the Indenture;
(7) allow any Guarantor to execute a supplemental indenture
and/or a Guarantee with respect to the Notes;
provided
that any such supplemental indenture and/or Guarantee need only be executed by the Company and such Guarantor;
(8) provide for the issuance of exchange notes or private exchange notes; or
(9) conform the text of the Indenture, the Guarantees or the Notes to any provision of the Description of the
Notes in the Final Offering Memorandum to the extent that such provision in such Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes.
Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the
then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:
(1) reduce the amount of Notes whose Holders must consent to an amendment;
(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the
date on which any Notes may be subject to redemption or reduce the redemption price therefor;
(4) make
any Notes payable in money other than that stated in the Notes;
(5) make any change in the provisions of
the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of
Notes to waive Defaults or Events of Default;
(6) after the Companys obligation to purchase Notes
arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto
after a Change of Control has occurred; or
(7) modify or change any provision of the Indenture or the
related definitions affecting the subordination or ranking of the Notes in a manner which adversely affects the Holders.
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(8) change the provisions applicable to the redemption of the Notes as
described under Description of the NotesSpecial Mandatory Redemption in the Final Offering Memorandum.
However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of
Senior Debt of the Company, Holdings or a Guarantor then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change.
Governing Law
The Indenture provides that it and the Notes will be
governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.
The Trustee
The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are
specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture and use the same degree of care and skill in its exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own affairs.
The Indenture and the provisions of the TIA
contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise.
Subject to the TIA, the Trustee is permitted to engage in other transactions;
provided
that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.
No Personal Liability of Officers, Directors, Employees or Stockholders
No director, officer, employee, incorporator or stockholder of Holdings, the Company or any Subsidiary of the Company (other than the Company, Holdings or any Guarantor) will have any liability for any
obligations of Holdings, the Company or any Subsidiary of the Company under the Notes, the Indenture or any Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder, by accepting a Note,
waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. Such waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of
the SEC that such a waiver is against public policy.
Certain Definitions
Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full
definition of all such terms, as well as any other terms used herein for which no definition is provided.
2010
Transactions means the closing of the Acquisition, offering of the 2018 Notes on December 14, 2010, borrowings made on December 14, 2010 pursuant to the Credit Facilities and the repayment of certain Indebtedness of the Company and Holdings
with the proceeds of such borrowings and issuance of the 2018 Notes.
2013 Accounts Receivable Facility means the
364-day, $225 million revolving accounts receivable securitization facility, entered into on October 21, 2013 by the Company, as further described in the Final Offering Memorandum.
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2014 Transactions means offering of the 2022 Notes and the 2024 Notes on June 4,
2014, borrowings made on June 4, 2014 pursuant to the Credit Facilities and the repayment of the 2018 Notes with the proceeds of such offerings and borrowings.
2015 Transactions means offering of the Notes on the May 14, 2015 and borrowings of the 2022 Term Loans pursuant to the Credit Facilities.
2016 Transactions means offering of the 2025 Notes on the Issue Date and borrowings of the 2023 Term Loans pursuant to the
Credit Facilities as described in the Final Offering Memorandum.
2018 Notes means the Companys 7.75% Senior
Subordinated Notes due 2018 issued under the Indenture dated December 14, 2010, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
2020 Notes means the Companys 5.50% Senior Subordinated Notes due 2020 issued under the Indenture dated October 15,
2012, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
2022 Notes means the Companys 6.000% Senior Subordinated Notes due 2022 issued under an Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time
to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
2022 Term Loans means up
to $1,040,000,000 of term loans due 2022 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the Pexco Acquisition.
2023 Term Loans means up to $950,000,000 of term loans due 2023 borrowed by the Company pursuant to the Credit Facilities on or about the date of the closing of the DDC Acquisition, as
described in the Final Offering Memorandum.
2024 Notes means the Companys 6.500% Senior Subordinated Notes
due 2024 issued under an Indenture dated June 4, 2014, among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
2025 Notes means the Companys 6.500% Senior Subordinated Notes due 2025 issued under an Indenture dated May 14, 2015,
among the Company, Holdings and the subsidiary guarantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.
Acquired Indebtedness means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or
consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person, including Indebtedness incurred by such Person in connection with, or in anticipation or contemplation
of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.
Acquisition means the acquisition of all the equity interests of McKechnie Aerospace Holdings, Inc., a Delaware corporation,
from McKechnie Holdings, LLC, pursuant to a Stock Purchase Agreement, dated as of September 25, 2010, by and among McKechnie Holdings LLC, the Company and TD Group.
Affiliate means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control
with, such specified Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms controlling and controlled have meanings correlative of the foregoing.
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Notwithstanding the foregoing, no Person (other than the Company or any Subsidiary of the Company) in whom a Securitization Entity makes an Investment in connection with a Qualified
Securitization Transaction shall be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment.
Asset Acquisition means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of
the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of
the Company) other than in the ordinary course of business.
Asset Sale means any direct or indirect sale,
issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback
Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of:
(1) any
Capital Stock of any Restricted Subsidiary of the Company, or
(2) any other property or assets of the
Company or any Restricted Subsidiary of the Company other than in the ordinary course of business;
provided, however
, that Asset Sales or other dispositions shall not include:
(a) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive
aggregate consideration of less than $10.0 million;
(b) the sale, lease, conveyance, disposition or
other transfer of all or substantially all of the assets of the Company as permitted under Certain CovenantsMerger, Consolidation and Sale of Assets or any disposition that constitutes a Change of Control;
(c) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of
business, but only in connection with the compromise or collection thereof;
(d) disposals or
replacements of obsolete equipment in the ordinary course of business;
(e) the sale, lease, conveyance,
disposition or other transfer by the Company or any Restricted Subsidiary of assets or property to one or more Restricted Subsidiaries in connection with Investments permitted under the Limitation on Restricted Payments covenant or
pursuant to any Permitted Investment;
(f) sales of accounts receivable, equipment and related assets
(including contract rights) of the type specified in the definition of Qualified Securitization Transaction to a Securitization Entity for the fair market value thereof, including cash in an amount at least equal to 75% of the fair
market value thereof as determined in accordance with GAAP (for the purposes of this clause (f), Purchase Money Notes shall be deemed to be cash);
(g) dispositions of cash or Cash Equivalents; and
(h) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien).
Bank Indebtedness means all Obligations pursuant to the Credit Facilities.
Board of Directors means:
(1) with respect to a corporation, the board of directors of the corporation;
(2) with respect to a partnership, the board of directors of the general partner of the partnership; and
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(3) with respect to any other Person, the board or committee of such
Person serving a similar function.
Board Resolution means, with respect to any Person, a copy of a resolution
certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification.
Capital Stock means:
(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including
each class of Common Stock and Preferred Stock, of such Person and
(2) with respect to any Person that
is not a corporation, any and all partnership or other equity interests of such Person.
Capitalized Lease
Obligations means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations
at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.
Cash
Equivalents means:
(1) marketable direct obligations issued by or unconditionally guaranteed by,
the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof;
(2) marketable direct obligations issued by any state of the United States of America or any political subdivision
of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moodys;
(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time
of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moodys;
(4) certificates of deposit or bankers acceptances maturing within one year from the date of acquisition
thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank or by a bank organized under the laws of any foreign country recognized by the
United States of America, in each case having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million (or the foreign currency equivalent thereof);
(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described
in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and
(6) investments in money market funds which invest substantially all their assets in securities of the types
described in clauses (1) through (5) above.
Change of Control means the occurrence of one or more of the
following events:
(1) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company or Holdings to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a Group), other than to the Company (in the case of
the assets of Holdings);
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(2) the approval by the holders of Capital Stock of the Company of any
plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture); or
(3) any Person or Group shall become the beneficial owner, directly or indirectly, of shares representing more than 50% of the total ordinary voting power represented by the issued and outstanding
Capital Stock of the Company or Holdings.
Common Stock of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting or non-voting) of such Persons common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes all series and classes of such
common stock.
Consolidated EBITDA means, with respect to any Person, for any period, the sum (without
duplication) of such Persons:
(1) Consolidated Net Income; and
(2) to the extent Consolidated Net Income has been reduced thereby:
(a) all income taxes and foreign withholding taxes and taxes based on capital and commercial activity (or similar
taxes) of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;
(b) Consolidated Interest Expense;
(c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period (other
than normal accruals in the ordinary course of business), all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP;
(d) restructuring costs, facilities relocation costs and acquisition integration costs and fees, including cash
severance payments made in connection with acquisitions;
(e) any expenses or charges related to any
Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture, including a refinancing thereof (whether or not successful) and any amendment or
modification to the terms of any such transactions, including such fees, expenses or charges related to the 2010 Transactions, the 2014 Transactions, the 2015 Transactions or the 2016 Transactions;
(f) any write-offs, write-downs or other non-cash charges, excluding any such charge that represents an accrual or
reserve for a cash expenditure for a future period and the write-off or write-down of current assets;
(g) the amount of any expense related to minority interests;
(h) [intentionally omitted];
(i) the amount of any earn out payments or deferred purchase price in conjunction with acquisitions;
(j) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan
or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company
or net cash proceeds of issuance of Qualified Capital Stock of the Company (other than Disqualified Stock that is Preferred Stock); and
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(k) any Dividend Equivalent Payments; and
(3) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such
period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating
Consolidated EBITDA in accordance with this definition).
Consolidated Fixed Charge Coverage Ratio means, with
respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the Four-Quarter Period) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio for which internal financial statements are available (the Transaction Date) to Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to, and without limitation of, the foregoing, for
purposes of this definition, Consolidated EBITDA and Consolidated Fixed Charges shall be calculated after giving effect on a pro forma basis for the period of such calculation to:
(1) the incurrence or repayment of any Indebtedness or the issuance of any Designated Preferred Stock of such Person
or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or the issuance or redemption of other Preferred Stock (and
the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to revolving credit facilities, occurring during the Four-Quarter Period or at
any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), had occurred on
the first day of the Four-Quarter Period; and
(2) any Asset Sales or other dispositions or Asset
Acquisitions (including any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset
Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition and without
regard to clause (6) of the definition of Consolidated Net Income), investments, mergers, consolidations and disposed operations (as determined in accordance with GAAP) occurring during the Four-Quarter Period or at any time subsequent to the last
day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence or assumption of any such Acquired Indebtedness), investment, merger, consolidation or
disposed operation occurred on the first day of the Four-Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the
incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.
Furthermore, in calculating Consolidated Fixed Charges for purposes of determining the denominator (but not the numerator) of
this Consolidated Fixed Charge Coverage Ratio:
(1) interest on outstanding Indebtedness
determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the
Transaction Date; and
(2) notwithstanding clause (1) of this paragraph, interest on Indebtedness
determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.
For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income
or earnings relating thereto and the amount of Consolidated Interest Expense associated with
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any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company. In addition, any
such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company, to reflect operating expense reductions reasonably expected to result from any acquisition or merger.
Consolidated Fixed Charges means, with respect to any Person for any period, the sum of, without duplication:
(1) Consolidated Interest Expense; plus
(2) the product of (x) the amount of all cash dividend payments on any series of Preferred Stock of such Person
times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated Federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the
chief financial officer of the Company, which estimate shall be conclusive); plus
(3) the product of (x)
the amount of all dividend payments on any series of Permitted Subsidiary Preferred Stock times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated Federal, state and local
income tax rate of such Person, expressed as a decimal (as estimated in good faith by the chief financial officer of the Company, which estimate shall be conclusive);
provided
that with respect to any series of Preferred Stock that did not
pay cash dividends during such period but that is eligible to pay dividends during any period prior to the maturity date of the Notes, cash dividends shall be deemed to have been paid with respect to such series of Preferred Stock during such period
for purposes of this clause (3).
Consolidated Interest Expense means, with respect to any Person for any period,
the sum of, without duplication:
(1) the aggregate of all cash and non-cash interest expense (net of
interest income) with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, including the net costs associated with Interest Swap Obligations, for such period determined on a consolidated basis in conformity with
GAAP, but excluding (i) amortization or write-off of debt issuance costs, deferred financing fees, commissions, fees and expenses, (ii) any expensing of bridge, commitment and other financing fees, (iii) commissions, discounts, yield and other fees
and charges (including any interest expense) related to any Qualified Securitization Transaction and (iv) any prepayment fee or premium paid in connection with the refinancing or repayment of any Indebtedness;
(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during
such period; and
(3) the interest component of Capitalized Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.
Consolidated Net Income means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP and without any deduction in respect of Preferred Stock dividends; provided that there shall be excluded therefrom to the extent otherwise included, without duplication:
(1) gains and losses from Assets Sales (without regard to the $10.0 million limitation set forth in the definition
thereof) and the related tax effects according to GAAP;
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(2) gains and losses due solely to fluctuations in currency values and
the related tax effects according to GAAP;
(3) all extraordinary, unusual or non-recurring charges,
gains and losses (including all restructuring costs, facilities relocation costs, acquisition integration costs and fees, including cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase of
Capital Stock or warrants or options to purchase Capital Stock), and the related tax effects according to GAAP;
(4) the net income (or loss) from disposed or discontinued operations or any net gains or losses on disposal of
disposed or discontinued operations, and the related tax effects according to GAAP;
(5) any impairment
charge or asset write-off (other than the write-off or write-down of current assets), in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;
(6) the net income (or loss) of any Person acquired in a pooling of interests transaction accrued prior to the date
it becomes a Restricted Subsidiary of the Company or is merged or consolidated with or into the Company or any Restricted Subsidiary of the Company;
(7) solely for the purpose of determining the amount available for Restricted Payments under clause (ii) of the first paragraph of Limitation on Restricted Payments, the net income (but
not loss) of any Restricted Subsidiary of the Company (other than a Guarantor) to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of the Company of that income is not at the date of determination
wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived;
provided
that Consolidated Net Income of the Company
will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already
included therein;
(8) the net loss of any Person, other than a Restricted Subsidiary of the Company;
(9) the net income of any Person, other than a Restricted Subsidiary of the Company, except to the
extent of cash dividends or distributions paid to the Company or a Restricted Subsidiary of the Company by such Person;
(10) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Persons assets, any earnings of the successor corporation prior to such
consolidation, merger or transfer of assets;
(11) any non-cash compensation charges and deferred
compensation charges, including any arising from existing stock options resulting from any merger or recapitalization transaction; provided, however, that Consolidated Net Income for any period shall be reduced by any cash payments made during such
period by such Person in connection with any such deferred compensation, whether or not such reduction is in accordance with GAAP; and
(12) inventory and backlog purchase accounting adjustments and amortization and impairment charges resulting from other purchase accounting adjustments with respect to acquisition transactions.
For purposes of clause (ii)(v) of the first paragraph of the Limitation on Restricted Payments covenant,
Consolidated Net Income shall be reduced by any cash dividends paid with respect to any series of Designated Preferred Stock.
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Consolidated Non-cash Charges means, with respect to any Person, for any period,
the aggregate depreciation, amortization and other non-cash charges, impairments and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined
on a consolidated basis in accordance with GAAP (excluding any such charges that require an accrual of or a reserve for cash payments for any future period other than accruals or reserves associated with mandatory repurchases of equity securities).
For clarification purposes, purchase accounting adjustments with respect to inventory will be included in Consolidated Non-cash Charges.
Credit Facilities means the second amended and restated credit agreement dated as of June 4, 2014 among the Company, TD Group, the lenders party thereto in their capacities as lenders
thereunder, Credit Suisse AG, as administrative agent and collateral agent, and any other agent party thereto, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and
any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments
thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under the covenant
Limitation on Incurrence of Additional Indebtedness).
Currency Agreement means any foreign exchange
contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.
DDC Acquisition means the acquisition by the Company of ILC Holdings, Inc., the parent company of Data Device Corporation,
pursuant to the DDC Acquisition Agreement.
DDC Acquisition Agreement means the agreement and plan of merger dated
as of May 23, 2016, by and among the Company, Thunder Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, ILC Holdings, Inc., a Delaware corporation, Behrman Capital PEP L.P., as the Signing Stockholder, and Behrman
Capital PEP L.P., as the Equityholder Representative.
Default means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event of Default.
Designated Non-cash
Consideration means any non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale (including any Asset Sale occurring after the Issue Date and prior to the Issue Date) that is
designated as Designated Non-cash Consideration pursuant to an officers certificate executed by the principal executive officer and the principal financial officer of the Company or such Restricted Subsidiary at the time of such Asset Sale.
Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents.
Designated Preferred Stock means Preferred Stock that is so designated as Designated Preferred Stock pursuant to an officers certificate executed by the principal executive officer and
the principal financial officer of the Company, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (ii)(w) of the first paragraph of the Limitation on Restricted Payments
covenant.
Designated Senior Debt means:
(1) Indebtedness under the Credit Facilities; and
(2) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal
amount of at least $25.0 million and is specifically designated in the instrument evidencing such Senior Debt as Designated Senior Debt, including Designated Senior Debt for purposes of the 2020 Notes, the 2022 Notes, the
2024 Notes and the 2025 Notes, by the Company.
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Disqualified Capital Stock means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:
(1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not
itself Disqualified Capital Stock) pursuant to a sinking fund obligation or otherwise;
(2) is
convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Capital Stock; or
(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or
in part;
in each case on or prior to the final maturity date of the Notes;
provided, however
, that any Capital Stock that would not
constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an asset sale or change of control
occurring prior to the final maturity date of the Notes shall not constitute Disqualified Capital Stock if:
(1) the asset sale or change of control provisions applicable to such Capital Stock are not
more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under the Limitation on Asset Sales covenant and Change of Control; and
(2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including
the purchase of any Notes tendered pursuant thereto.
The amount of any Disqualified Capital Stock that does not have a fixed
redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were redeemed, repaid or repurchased on any date on which the amount of such
Disqualified Capital Stock is to be determined pursuant to the Indenture;
provided, however
, that if such Disqualified Capital Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the
redemption, repayment or repurchase price will be the book value of such Disqualified Capital Stock as reflected in the most recent internal financial statements of such Person.
Dividend Equivalent Payment means a payment in cash or Cash Equivalents to any director, officer or employee of Holdings or
any of its Subsidiaries that is a holder of unexercised warrants, options or other rights to acquire Qualified Capital Stock (other than Qualified Capital Stock that is Preferred Stock) of Holdings, which payment represents a dividend or
distribution by Holdings that such holder would have received had such holders warrants, options or other rights to acquire been exercised on the date of such dividend or distribution.
Domestic Restricted Subsidiary means any direct or indirect Restricted Subsidiary of the Company that is incorporated under
the laws of the United States of America, any State thereof or the District of Columbia.
Equity Offering means
any issuance of Qualified Capital Stock of Holdings or the Company;
provided
that, in the event such equity issuance is not in the form of a public offering registered under the Securities Act, the proceeds received by the Company directly or
indirectly from such offering are not less than $10.0 million.
Exchange Act means the Securities Exchange Act of
1934, as amended, or any successor statute or statutes thereto.
Excluded Contribution means net cash proceeds,
Marketable Securities or Qualified Proceeds received by the Company after December 14, 2010 from:
(1) contributions to its common equity capital, and
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(2) the sale (other than to a Subsidiary of the Company or to any
management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,
in each case designated as Excluded Contributions pursuant to an officers certificate executed by an executive vice president and
the principal financial officer of the Company on the date such capital contributions are made or the date such Capital Stock is sold, as the case may be, which are excluded from the calculation set forth in clause (ii) of the first paragraph under
Certain CovenantsLimitation on Restricted Payments.
fair market value means, with respect
to any asset or property, the price which could be negotiated in an arms-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of the Company acting reasonably and in good faith.
Final Offering Memorandum means the final version of the Offering Memorandum relating to the offering of the Notes dated May 25, 2016.
Foreign Restricted Subsidiary means any Restricted Subsidiary of the Company that is not a Domestic Restricted Subsidiary.
GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States of America, as in effect as of December 14, 2010.
Guarantee means:
(1) the guarantee of the Notes by Holdings and the Domestic Restricted Subsidiaries of the Company in accordance with the terms of the Indenture; and
(2) the guarantee of the Notes by any Restricted Subsidiary required under the terms of the Future Guarantees
by Restricted Subsidiaries covenant.
Guarantor means any Restricted Subsidiary that incurs a Guarantee;
provided that upon the release and discharge of any such Restricted Subsidiary from its Guarantee in accordance with the Indenture, such Restricted Subsidiary shall cease to be a Guarantor.
Hedging Agreement means any agreement with respect to the hedging of price risk associated with the purchase of commodities
used in the business of the Company and its Restricted Subsidiaries, so long as any such agreement has been entered into in the ordinary course of business and not for purposes of speculation.
Holdings means TransDigm Group Incorporated, a Delaware corporation.
Immaterial Domestic Restricted Subsidiary means, at any date of determination, any Restricted Subsidiary of the Company that
(i) contributed 2.5% or less of Consolidated EBITDA of the Company for the period of four fiscal quarters most recently ended more than forty-five (45) days prior to the date of determination and (ii) had consolidated assets representing 2.5% or
less of Total Assets on the last day of the most recent fiscal quarter ended more than forty-five (45) days prior to the date of determination.
Indebtedness means, with respect to any Person, without duplication:
(1) all Obligations of such Person for borrowed money;
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(2) all Obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments;
(3) all Capitalized Lease Obligations of such Person;
(4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional
sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);
(5) all Obligations for the reimbursement of any obligor on any letter of credit, bankers acceptance or
similar credit transaction;
(6) guarantees and other contingent obligations in respect of Indebtedness
referred to in clauses (1) through (5) above and clause (8) below;
(7) all Obligations of any other
Person of the type referred to in clauses (1) through (6) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset and the
amount of the Obligation so secured;
(8) all Obligations under Currency Agreements and interest swap
agreements of such Person; and
(9) all Disqualified Capital Stock issued by such Person with the amount
of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.
Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term
Indebtedness will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business
after the closing;
provided, however
, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter. For
clarification purposes, the liability of the Company or any Restricted Subsidiary to make periodic payments to licensors in consideration for the license of patents and technical information under license agreements in existence on the Issue Date
and any amount payable in respect of a settlement of disputes with respect to such payments thereunder shall not constitute Indebtedness.
For purposes hereof, the maximum fixed repurchase price of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such
Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of
such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. For the purposes of calculating the amount of Indebtedness of a
Securitization Entity outstanding as of any date, the face or notional amount of any interest in receivables or equipment that is outstanding as of such date shall be deemed to be Indebtedness but any such interests held by Affiliates of such
Securitization Entity shall be excluded for purposes of such calculation.
For the purposes hereof, the amount of any
Indebtedness described in clause (8) of the first paragraph of this definition in the net amount payable (after giving effect to permitted set off) if such Currency Agreements or interest swap agreements are terminated at that time due to a default
of such Person.
Interest Swap Obligations means the obligations of any Person pursuant to any arrangement with
any other Person, whereby directly or indirectly, such Person is entitled to receive from time to time periodic
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payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a
fixed or a floating rate of interest on the same notional amount and shall include interest rate swaps, caps, floors, collars and similar agreements.
Investment means, with respect to any Person, any direct or indirect loan or other extension of credit (including a guarantee) or capital contribution to (by means of any transfer of cash or
other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any Person. Investment shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. Except as
otherwise provided herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in its fair market value.
Investment Grade Rating means a rating equal to or higher than Baa3 (or the equivalent) by Moodys and BBB- (or the
equivalent) by S&P, or an equivalent rating by any other Rating Agency.
Issue Date means June 9, 2016.
Lien means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).
Marketable Securities means publicly traded debt or equity securities that are listed for trading on a national securities exchange and that were issued by a corporation whose debt securities
are rated in one of the three highest rating categories by either S&P or Moodys.
Moodys means
Moodys Investors Service, Inc. or any successor thereto.
Net Cash Proceeds means, with respect to any Asset
Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:
(1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including legal, accounting and
investment banking fees and sales commissions and title and recording tax expenses);
(2) all Federal,
state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;
(3) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale
and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale;
(4) all distributions and other payments
required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale; and
(5) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance
with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from
such Asset Sale.
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Obligations means all obligations for principal, premium, interest, penalties,
fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
Permitted Business means any business (including stock or assets) that derives a majority of its revenues from the business engaged in by the Company and its Restricted Subsidiaries on the
Issue Date and/or activities that are reasonably similar, ancillary or related to, or are a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date.
Permitted Indebtedness means, without duplication, each of the following:
(1) Indebtedness under the Notes (other than any Additional Notes);
(2) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to the Credit Facilities in
an aggregate principal amount at any time outstanding not to exceed $2,900.0 million less:
(a) the
aggregate amount of Indebtedness of Securitization Entities at the time outstanding,
(b) the amount of
all mandatory principal payments actually made by the Company or any such Restricted Subsidiary since the Issue Date with the Net Cash Proceeds of an Asset Sale in respect of term loans under a credit facility (excluding any such payments to the
extent refinanced at the time of payment), and
(c) any repayments of revolving credit borrowings under
the Credit Facilities with the Net Cash Proceeds of an Asset Sale that are accompanied by a corresponding commitment reduction thereunder;
provided
that the amount of Indebtedness permitted to be incurred pursuant to the Credit Facilities in
accordance with this clause (2) shall be in addition to any Indebtedness permitted to be incurred pursuant to a credit facility in reliance on, and in accordance with, clauses (7), (13), (14) and (15) below;
(3) other indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (including the
2020 Notes, the 2022 Notes, the 2024 Notes and the 2025 Notes) reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;
(4) Interest Swap Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the
Company or any of its Restricted Subsidiaries; provided that any Indebtedness to which any such Interest Swap Obligations correspond is otherwise permitted to be incurred under the Indenture; provided further that such Interest Swap Obligations are
entered into, in the judgment of the Company, to protect the Company or any of its Restricted Subsidiaries from fluctuation in interest rates on its outstanding Indebtedness;
(5) Indebtedness of the Company or any Restricted Subsidiary under Hedging Agreements and Currency Agreements;
(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness
between or among the Company and any such Restricted Subsidiaries; provided, however, that:
(a) if the
Company is the obligor on such Indebtedness and the payee is a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, and
(b) (1) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being
held by a Person other than the Company or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof (other
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than by way of granting a Lien permitted under the Indenture or in connection with the exercise of remedies by a secured creditor) shall be deemed, in each case, to constitute an incurrence of
such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);
(7) Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal)
or equipment (whether through the direct purchase of assets or the Capital Stock of any person owning such assets) in an aggregate principal amount outstanding not to exceed $150.0 million;
(8) Refinancing Indebtedness (other than Refinancing Indebtedness with respect to Indebtedness incurred pursuant to
clause (2) of this definition);
(9) guarantees by the Company and its Restricted Subsidiaries of each
others Indebtedness;
provided
that such Indebtedness is permitted to be incurred under the Indenture;
provided further
that in the event such Indebtedness (other than Acquired Indebtedness) is incurred pursuant to the
Consolidated Fixed Charge Coverage Ratio, such guarantees are by the Company or a Guarantor only;
(10) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for
indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of the Company, other than guarantees of
Indebtedness, incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness
shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;
(11) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business;
(12) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction
that is non-recourse to the Company or any Subsidiary of the Company (except for Standard Securitization Undertakings);
(13) Indebtedness incurred by the Company or any of the Guarantors in connection with the acquisition of a Permitted Business;
provided
that on the date of the incurrence of such Indebtedness,
after giving effect to the incurrence thereof and the use of proceeds therefrom, either:
(a) the Company
would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Fixed Charge Coverage Ratio or
(b) the Consolidated Fixed Charge Coverage Ratio of the Company would be greater than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the incurrence of such
Indebtedness;
(14) additional Indebtedness of the Company and the Guarantors (which amount may, but need
not, be incurred in whole or in part under a credit facility) (it being understood that any Indebtedness incurred pursuant to this clause (14) shall cease to be deemed incurred or outstanding for purposes of this clause (14) but shall be deemed
incurred pursuant to the covenant entitled Limitation on Incurrence of Additional Indebtedness from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness pursuant to the
covenant entitled Limitation on Incurrence of Additional Indebtedness without reliance on this clause (14), subject to further redivision and reclassification pursuant to the final paragraph of this definition) in an aggregate principal
amount that does not exceed $125.0 million at any one time outstanding;
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(15) additional Indebtedness of the Foreign Restricted Subsidiaries in
an aggregate principal amount which (when combined with the liquidation value of all series of outstanding Permitted Subsidiary Preferred Stock) does not exceed $150.0 million at any one time outstanding (which amount may, but need not, be incurred
in whole or in part under a credit facility) (it being understood that any Indebtedness incurred pursuant to this clause (15) shall cease to be deemed incurred or outstanding for purposes of this clause (15) but shall be deemed incurred pursuant to
the covenant entitled Limitation on Incurrence of Additional Indebtedness from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness pursuant to the covenant entitled
Limitation on Incurrence of Additional Indebtedness without reliance on this clause (15), subject to further redivision and reclassification pursuant to the final paragraph of this definition);
(16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar
instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business;
provided, however
, that such Indebtedness is extinguished within five business days of incurrence; and
(17) Indebtedness of the Company or any of its Restricted Subsidiaries represented by letters of credit
for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary, including in order to provide security for workers compensation claims or
payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to workers compensation claims, self-insurance obligations, performance, surety and similar
bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.
For purposes of determining compliance with the Limitation on Incurrence of Additional Indebtedness covenant, in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in clauses (1) through (17) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Company shall, in its sole discretion,
divide and classify (or later redivide and reclassify) such item of Indebtedness in any manner that complies with such covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness
in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Capital Stock for purposes of the Limitation on Incurrence of Additional Indebtedness covenant. For the avoidance of doubt, all debt incurred in connection with the 2016 Transactions under the
new term loan due 2023 shall be deemed incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of the Limitation on Incurrence of Additional Indebtedness covenant.
Permitted Investments means:
(1) Investments by the Company or any Restricted Subsidiary of the Company in the Company or any Restricted Subsidiary of the Company (other than a Restricted Subsidiary of the Company in which an
Affiliate of the Company that is not a Restricted Subsidiary of the Company holds a minority interest) (whether existing on the Issue Date or created thereafter) or any other Person (including by means of any transfer of cash or other property) if
as a result of such Investment such other Person shall become a Restricted Subsidiary of the Company (other than a Restricted Subsidiary of the Company in which an Affiliate of the Company that is not a Restricted Subsidiary of the Company holds a
minority interest) or that will merge with or consolidate into the Company or a Restricted Subsidiary of the Company and Investments in the Company by the Company or any Restricted Subsidiary of the Company;
(2) Investments in cash and Cash Equivalents;
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(3) Investments in property and other assets owned or used by the
Company or any Restricted Subsidiary in the ordinary course of business;
(4) loans and advances
(including payroll, travel and similar advances) to employees and officers of the Company and its Restricted Subsidiaries for bona fide business purposes incurred in the ordinary course of business or consistent with past practice or to fund such
Persons purchase of Capital Stock of the Company or any direct or indirect parent of the Company pursuant to compensatory plans approved by the Board of Directors in good faith;
(5) Currency Agreements, Hedging Agreements and Interest Swap Obligations entered into in the ordinary course of
business and otherwise in compliance with the Indenture;
(6) Investments in securities of trade
creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or
customers;
(7) Investments made by the Company or its Restricted Subsidiaries as a result of
consideration received in connection with an Asset Sale made in compliance with the Limitation on Asset Sales covenant;
(8) Investments required pursuant to any agreement or obligation of the Company or a Restricted Subsidiary, in effect on the Issue Date, to make such Investments;
(9) Investments existing on the Issue Date;
(10) accounts receivable created or acquired and advances to suppliers created or incurred in the ordinary course of
business;
(11) guarantees by the Company or a Restricted Subsidiary of the Company permitted to be
incurred under the Indenture;
(12) additional Investments having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (12) that are at that time outstanding, not to exceed the greater of (A) $150.0 million and (B) 4% of the Companys Total Assets;
(13) any Investment by the Company or a Subsidiary of the Company in a Securitization Entity or any Investment by a
Securitization Entity in any other Person in connection with a Qualified Securitization Transaction;
provided
that any Investment in a Securitization Entity is in the form of a Purchase Money Note or an equity interest;
(14) Investments the payment for which consists exclusively of Qualified Capital Stock of the Company;
(15) guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted
Subsidiary of Indebtedness permitted by the covenant described under Limitation on Incurrence of Additional Indebtedness; and
(16) any Investment in any Person to the extent it consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and other
similar deposits made in the ordinary course of business.
Permitted Subsidiary Preferred Stock means any series
of Preferred Stock of a Foreign Restricted Subsidiary that constitutes Qualified Capital Stock, the liquidation value of all series of which, when combined with the aggregate amount of outstanding Indebtedness of the Foreign Restricted Subsidiaries
incurred pursuant to clause (15) of the definition of Permitted Indebtedness, does not exceed $15.0 million.
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Person means an individual, partnership, corporation, limited liability company,
unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.
Preferred Stock of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock
of such Person with respect to dividends or redemptions or upon liquidation.
Productive Assets means assets
(including Capital Stock) that are used or usable by the Company and its Restricted Subsidiaries in Permitted Businesses.
Purchase Money Note means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable,
from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in respect of interest and principal and amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.
Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.
Qualified Proceeds means assets that are used or useful in, or Capital Stock of any Person engaged in, a Permitted Business;
provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors of the Company in good faith.
Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company
or any of its Subsidiaries may sell, convey or otherwise transfer to:
(1) a Securitization Entity (in
the case of a transfer by the Company or any of its Restricted Subsidiaries); and
(2) any other Person
(in the case of a transfer by a Securitization Entity),
or may grant a security interest in any accounts receivable or equipment (whether now
existing or arising or acquired in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including all collateral securing such accounts receivable and equipment, all contracts and contract rights and all
guarantees or other obligations in respect of such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security
interests are customarily granted in connection with assets securitization transactions involving accounts receivable and equipment. For the avoidance of doubt, transactions consummated under the 2013 Accounts Receivable Facility (as in effect on
the Issue Date) are Qualified Securitization Transactions.
Rating Agencies means Moodys and S&P or, if
Moodys or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company that shall be substituted for Moodys or S&P
or both, as the case may be.
Refinance means, in respect of any security or Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. Refinanced and Refinancing shall have
correlative meanings.
Refinancing Indebtedness means any Refinancing, modification, replacement, restatement,
refunding, deferral, extension, substitution, supplement, reissuance or resale of Indebtedness existing on the Issue Date or thereafter incurred (other than intercompany Indebtedness), including any additional Indebtedness incurred to
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pay interest or premiums required by the instruments governing such then-existing or thereafter-incurred future Indebtedness as in effect at the time of issuance thereof (Required
Premiums) and fees in connection therewith; provided that any such event shall not:
(1) directly
or indirectly result in an increase in the aggregate principal amount of Permitted Indebtedness, except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness:
(a) to pay Required Premiums and related fees; or
(b) otherwise permitted to be incurred under the Indenture; and
(2) create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is
less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold.
Registration Rights Agreement means the Registration Rights Agreement dated as of the Issue Date, among the Company,
Holdings, the Guarantors and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, as representatives of the initial purchasers of the Notes.
Representative means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior
Debt;
provided
that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal
amount of such Designated Senior Debt in respect of any Designated Senior Debt.
Restricted Subsidiary of any
Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.
S&P means Standard & Poors Rating Services (a division of McGraw Hill Financial, Inc.), or any successor
thereto.
Sale and Leaseback Transaction means any direct or indirect arrangement with any Person or to which any
such Person is a party providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.
SEC means the U.S. Securities and Exchange Commission.
Secured Debt means any Indebtedness secured by a Lien.
Securities Act means the Securities Act of 1933, as amended.
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Securitization Entity means a Wholly Owned Subsidiary of the Company (or another
Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) which engages in no activities other than in
connection with the financing of accounts receivable or equipment and which is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity. For the avoidance of doubt, TransDigm Receivables LLC constitutes a
Securitization Entity as of the Issue Date:
(1) no portion of the Indebtedness or any other Obligations
(contingent or otherwise) of which:
(a) is guaranteed by the Company or any Restricted Subsidiary of the
Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);
(b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings; or
(c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;
(2) with which neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or
such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and
(3) to which neither the Company nor any Restricted Subsidiary of the Company has any obligations to maintain
or preserve such entitys financial condition or cause such entity to achieve certain levels of operating results.
Any
such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an officers certificate
certifying that such designation complied with foregoing conditions.
Senior Debt means the principal of, premium,
if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on
any Indebtedness of the Company, Holdings or any Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such Indebtedness shall be subordinate or
pari passu
in right of payment to the Notes or the Guarantees, as the case may be. Without limiting the generality of the foregoing,
Senior Debt shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether
or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:
(x) all monetary obligations of every nature of the Company, Holdings or any Guarantor under the Credit Facilities,
including obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities;
(y) all Interest Swap Obligations (and guarantees thereof); and
(z) all obligations (and guarantees thereof) under Currency Agreements and Hedging Agreements, in each case whether outstanding on the Issue Date or thereafter incurred.
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Notwithstanding the foregoing, Senior Debt shall not include:
(i) any Indebtedness of the Company, Holdings or a Guarantor to the Company, Holdings or to a Subsidiary of the
Company;
(ii) any Indebtedness of the Company, Holdings or any Guarantor to, or guaranteed by the
Company, Holdings or any Guarantor on behalf of, any shareholder, director, officer or employee of the Company, Holdings or any Subsidiary of the Company (including amounts owed for compensation) other than a shareholder who is also a lender (or an
Affiliate of a lender) under the Credit Facilities;
(iii) any amounts payable or other liability to
trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities but excluding secured purchase money obligations);
(iv) Indebtedness represented by Disqualified Capital Stock;
(v) any liability for Federal, state, local or other taxes owed or owing by the Company, any of the Guarantors or
Holdings;
(vi) that portion of any Indebtedness incurred in violation of the Indenture provisions set
forth under Certain CovenantsLimitation on Incurrence of Additional Indebtedness (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (vi) if the holder(s) of such obligation
or their representative and the Trustee shall have received an officers certificate of the Company to the effect that the incurrence of such Indebtedness does not (or in the case of revolving credit indebtedness, that the incurrence of the
entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);
(vii) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company, any of the Guarantors or
Holdings, as applicable; and
(viii) any Indebtedness which is, by its express terms, subordinated in
right of payment to any other Indebtedness of the Company, any of the Guarantors or Holdings.
Senior Subordinated
Debt means, with respect to a Person, the Notes, the 2020 Notes, the 2022 Notes, the 2024 Notes and the 2025 Notes (in the case of the Company), Guarantees or the guarantees of the 2020 Notes, the 2022 Notes, the 2024 Notes and the 2025 Notes
(in the case of a Guarantor or Holdings) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank
pari passu
with the Notes or such Guarantee, as the case may be, in right of payment and is not
subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Debt of such Person.
Significant Subsidiary with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a significant subsidiary set forth in Rule 1-02(w)
of Regulation S-X under the Securities Act.
Standard Securitization Undertakings means representations,
warranties, covenants and indemnities entered into by the Company or any subsidiary of the Company which are reasonably customary, as determined in good faith by the Board of Directors of the Company, in an accounts receivable or equipment
transaction.
Subsidiary with respect to any Person, means:
(i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be
cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or
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(ii) any other Person of which at least a majority of the voting
interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.
Total Assets
means, as of any date, the total consolidated assets of the Company and its Restricted Subsidiaries, as set forth on the Companys most recently available internal consolidated balance sheet as of such date.
Unrestricted Subsidiary of any Person means:
(1) any Subsidiary of such Person that at the time of determination shall be, or continue to be, designated an
Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and
(2) any Subsidiary of an Unrestricted Subsidiary.
The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated or another
Unrestricted Subsidiary;
provided
that:
(1) the Company certifies to the Trustee that such
designation complies with the Limitation on Restricted Payments covenant; and
(2) each
Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness
pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.
The
Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other
than Permitted Indebtedness) in compliance with the Limitation on Incurrence of Additional Indebtedness covenant and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall
have occurred and be continuing. Any such designation by the Board of Directors of the Company shall be evidenced by a Board Resolution giving effect to such designation and an officers certificate certifying that such designation complied
with the foregoing provisions.
Actions taken by an Unrestricted Subsidiary will not be deemed to have been taken, directly or
indirectly, by the Company or any Restricted Subsidiary.
Weighted Average Life to Maturity means, when applied to
any Indebtedness at any date, the number of years obtained by dividing:
(1) the then outstanding
aggregate principal amount of such Indebtedness; into
(2) the sum of the total of the products obtained
by multiplying;
(a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payment of principal, including payment at final maturity, in respect thereof; by
(b) the
number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.
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Wholly Owned Subsidiary of any Person means any Subsidiary of such Person of
which all the outstanding voting securities (other than in the case of a Restricted Subsidiary that is incorporated in a jurisdiction other than a State in the United States of America or the District of Columbia, directors qualifying shares
or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.
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BOOK-ENTRY, DELIVERY AND FORM
The original notes were sold to qualified institutional buyers in reliance on Rule 144A (the Rule 144A Notes), and in
offshore transactions in reliance on Regulation S (the Regulation S Notes). The original notes were issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.
Rule 144A Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the
Rule 144A Global Notes), and the Regulation S Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the Temporary Regulation S Global Notes). Beneficial
ownership interests in a Temporary Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the Permanent Regulation S Global Note), or a definitive note in registered certificated
form (a Certificated Note), only after the expiration of the Distribution Compliance Period, as defined in the indenture, and then only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership
interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange
for a Certificated Note, in compliance with the requirements described under Exchange of Global Notes for Certificated Notes. The Temporary Regulation S Global Note and the Permanent Regulation S Global Note are referred to herein
as the Regulation S Global Notes and the Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as the Global Notes. The Global Notes were deposited upon issuance with the Trustee as
custodian for The Depository Trust Company (DTC), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Beneficial
interests in the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in the limited circumstances described below. See Exchanges Between Regulation S Notes and Rule
144A Notes.
The exchange notes issued in exchange for the original notes will be represented by one or more fully
registered global notes, without interest coupons and will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct
or indirect participant as described below.
Except as set forth below, the global notes may be transferred, in whole and not
in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See
Exchange of Global Notes for Certificated Notes. Except in the limited circumstances described below, owners of beneficial interests in the global notes will not be entitled to receive physical delivery of exchange notes in
certificated form.
Transfers of beneficial interests in the global notes will be subject to the applicable rules and
procedures of DTC and its direct or indirect participants, which may change from time to time.
Depository Procedures
The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and
procedures are solely within the control of the respective settlement systems and are subject to changes by them. Neither the Company nor the Trustee takes any responsibility for these operations and procedures and investors are urged to contact the
system or their participants directly to discuss these matters.
DTC has advised the Company that DTC is a limited-purpose
trust company created to hold securities for its participating organizations (collectively, the Participants) and to facilitate the clearance and settlement of
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transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the
initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTCs system is also available to other entities such as banks, brokers, dealers and trust companies that clear through, or maintain a
custodial relationship with, a Participant, either directly or indirectly (collectively, the Indirect Participants). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the
Participants or the Indirect Participants.
The ownership interests in, and transfers of ownership interests in, each security
held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.
DTC has also advised
the Company that, pursuant to procedures established by it:
(1) upon deposit of the global notes, DTC will credit the accounts of Participants designated by the initial
purchasers with portions of the principal amount of the global notes; and
(2) ownership of these
interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with
respect to other owners of beneficial interests in the global notes).
Investors in the global notes who are Participants in
DTCs system may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. All interests in
a global note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial
interests in a global note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a global note
to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.
Except as described below, owners of an interest in the global notes will not have exchange notes registered in their names, will not
receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or holders thereof under the indenture for any purpose.
Payments in respect of the principal of, and interest and premium and additional interest, if any, on a global note registered in the
name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Company and the Trustee will treat the Persons in whose names the exchange notes, including the
global notes, are registered as the owners of the exchange notes for the purpose of receiving payments and for all other purposes.
Consequently, neither the Company nor the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:
(1) any aspect of DTCs records or any Participants or Indirect Participants records relating to,
or payments made on account of, beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTCs records, or any Participants or Indirect Participants records, relating to the beneficial
ownership interests in the global notes; or
(2) any other matter relating to the actions and practices
of DTC or any of its Participants or Indirect Participants.
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DTC has advised the Company that its current practice, upon receipt of any payment in
respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such
payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the
Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of
DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the exchange notes, and the Company and the Trustee may conclusively rely on
and will be protected in relying on instructions from DTC or its nominee for all purposes.
Transfers between Participants in
DTC will be effected in accordance with DTCs procedures and will be settled in same-day funds.
DTC has advised the
Company that it will take any action permitted to be taken by a Holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the
aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the global notes
for legended exchange notes in certificated form and to distribute such exchange notes to its Participants.
Neither the
Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or the Participants or Indirect Participants of their respective obligations under the rules and procedures governing their
operations.
Exchange of Global Notes for Certificated Notes
A Global Note is exchangeable for certificated notes if:
(1) DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes, and
DTC fails to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;
(2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated notes; or
(3) there has occurred and is continuing a Default with respect to the exchange notes.
In addition, beneficial interests in a Global Note may be exchanged for certificated notes upon prior written notice given to the Trustee
by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations,
requested by or on behalf of the depositary (in accordance with its customary procedures).
Exchange of Certificated Notes for Global Notes
Certificated notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers
to the Trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.
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Exchanges Between Regulation S Notes and Rule 144A Notes
Beneficial interests in the Temporary Regulation S Global Note may be exchanged for beneficial interests in the Permanent Regulation S
Global Note or the Rule 144A Global Note only after the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation
S Note are owned by, or being transferred to, either non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.
Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that such
transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).
Transfers involving
exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected in DTC by means of an instruction originated by the Trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in
connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as
applicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an
interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest.
Same Day Settlement and Payment
The Company will make payments in respect of the exchange notes represented by the global notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of
immediately available funds to the accounts specified by the global note holder. The Company will make all payments of principal, interest and premium and additional interest, if any, with respect to certificated notes by wire transfer of
immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holders registered address. The exchange notes represented by the global notes
are expected to be eligible to trade in the PORTAL market and to trade in DTCs Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately
available funds. The Company expects that secondary trading in any certificated notes will also be settled in immediately available funds.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain U.S. federal income tax considerations relevant to the exchange offer and the ownership
and disposition of the exchange notes but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended (the Code), U.S. Treasury Regulations issued
thereunder, Internal Revenue Service (IRS) rulings and pronouncements and judicial decisions now in effect, all of which are subject to differing interpretations and subject to change at any time. Any such change or differing
interpretations may be applied retroactively in a manner that could adversely affect a holder of the exchange notes. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to a holder in light of such
holders particular circumstances or to holders subject to special rules, such as banks and other financial institutions, U.S. expatriates, insurance companies, brokers, dealers in securities or currencies, traders in securities that elect to
use the mark-to-market method of accounting for their securities holdings, partnerships or other pass-through entities or investors therein, regulated investment companies, personal holding companies, pension funds, real estate investment trusts,
individual retirement and other tax-deferred accounts, holders subject to the alternative minimum tax, controlled foreign corporations, passive foreign investment companies, U.S. Holders (as defined below) whose functional
currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a straddle, hedge, conversion transaction or other integrated transaction. In addition, this discussion is limited
to investors who purchased the original notes for cash at original issue and at their issue price (generally, the first price at which a substantial amount of the notes are sold to investors for cash (excluding sales to bondhouses, brokers, or
similar organizations acting in the capacity of underwriters, placement agents or wholesalers)) and who are receiving the exchange notes in the exchange offer, and does not address subsequent purchasers of the original notes. Moreover, the effect of
any applicable state, local or non-U.S. tax laws, and any U.S. federal tax other than income tax, such as estate and gift tax, is not discussed. The discussion deals only with notes held as capital assets within the meaning of Section
1221 of the Code (generally, property held for investment).
As used herein, U.S. Holder means a beneficial owner
of the notes that is or is treated for U.S. federal income tax purposes as:
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an individual that is a citizen or resident of the U.S.;
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a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof or the
District of Columbia;
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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
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a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons, as
defined in Section 7701(a)(30) of the Code, have the authority to control all substantial decisions of the trust, or if the trust was in existence on August 20, 1996, and it has a valid election in effect under applicable U.S. Treasury Regulations
to continue to be treated as a United States person.
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If a partnership (including an entity or arrangement
treated as a partnership for U.S. federal income tax purposes) holds the exchange notes, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. Partners and partnerships should
consult their own tax advisors as to the tax considerations of owning the exchange notes.
No ruling from the IRS or opinion
of counsel has or will be sought with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax considerations of the exchange offer and the ownership or disposition of the
exchange notes or that any such position would not be sustained.
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This discussion is for general informational purposes only and should not be viewed as tax
advice. Prospective investors are urged to consult their own tax advisors with regard to the application of the tax considerations discussed below to their particular situations as well as the application of any state, local, non-U.S. or other tax
laws, including gift and estate tax laws, and any tax treaties.
Exchange of Original Notes for Exchange Notes
The exchange of the original notes for the exchange notes will not be a taxable exchange for U.S. federal income tax purposes, and you
will not recognize taxable gain or loss as a result of such exchange. Your adjusted tax basis and holding period in the exchange notes will equal your adjusted tax basis and holding period in the original notes exchanged for them. The discussion of
the notes herein refers to the exchange notes, unless otherwise indicated.
Ownership and Disposition of Notes
Additional Payments
In certain circumstances (see Description of the Exchange NotesChange of Control), we may be obligated to pay amounts in excess of principal plus stated interest on the notes. It is
possible that the IRS could assert that such additional or excess amounts are contingent payments and that, as a result, the notes are properly treated as contingent payment debt instruments for U.S. federal income tax purposes. However,
the relevant U.S. Treasury Regulations state that, for purposes of determining whether a debt instrument is a contingent payment debt instrument, contingencies which are either remote or incidental as of the issue date are ignored. We believe that,
as of the issue date, the likelihood of paying such additional or excess amounts on the notes is remote and/or incidental. Accordingly, we do not intend to treat the notes as contingent payment debt instruments, and this discussion assumes that the
notes will not be treated as contingent payment debt instruments for U.S. federal income tax purposes. Our determination that these contingencies are remote and/or incidental is binding on a holder unless such holder discloses its contrary position
in the manner required by applicable U.S. Treasury Regulations. Our determination is not binding on the IRS, however, and if the IRS were to successfully challenge the determination, the amount, character, and timing of the income recognized by a
holder may be materially different from the consequences discussed herein. Potential investors are urged to consult their own tax advisors regarding the potential treatment of the notes as contingent payment debt instruments. The remainder of this
discussion assumes that the notes are not treated as contingent payment debt instruments.
U.S. Holders
This discussion is a summary of the U.S. federal income tax considerations that will apply to U.S. Holders. Certain U.S. federal income
tax considerations applicable to non-U.S. Holders are described below under the heading Non-U.S. Holders.
Stated
Interest
Payments of stated interest on the notes generally will be treated as qualified stated interest
for U.S. federal income tax purposes and taxable to a U.S. Holder as ordinary interest income at the time that such payments are received or accrued, in accordance with such U.S. Holders regular method of accounting for U.S. federal income tax
purposes.
Sale, Redemption, Retirement or Other Taxable Disposition of the Notes
A U.S. Holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a note equal to
the difference, if any, between the amount realized upon the disposition (other than
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amounts attributable to any accrued and unpaid interest, which will be taxable as described under Stated Interest above, to the extent not previously taxed) and the U.S.
Holders adjusted tax basis in the note. A U.S. Holders amount realized upon the disposition equals the sum of the cash plus the fair market value of any property received on the disposition. A U.S. Holders adjusted basis in a note
generally will be the U.S. Holders cost therefor, reduced by any principal payments previously received with respect to the note and any other payments on the note that are not deemed to be qualified stated interest payments. Any gain or loss
generally will be a capital gain or loss and will be a long-term capital gain or loss if the U.S. Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. Certain non-corporate U.S.
Holders (including individuals) currently are eligible for preferential rates of U.S. federal income tax in respect of long-term capital gain. The deductibility of capital losses by U.S. Holders is subject to limitations under the Code.
Surtax on Net Investment Income
Certain U.S. Holders who are individuals, estates or trusts will be required to pay a 3.8% surtax on the lesser of (i) the U.S. Holders net investment income for the relevant
taxable year and (ii) the excess of the U.S. Holders modified adjusted gross income for the taxable year over a certain threshold. A U.S. Holders net investment income generally will include interest and gains from the sale or other
taxable disposition of the notes. Prospective investors should consult their own tax advisors regarding the effect, if any, of this surtax on their investment in the notes.
Backup Withholding and Information Reporting
A U.S. Holder may be
subject to information reporting and backup withholding (currently at a rate of 28%) with respect to interest on the notes and the proceeds received upon the sale or other disposition of such notes (including a redemption or
retirement). Certain holders (currently including, among others, certain tax-exempt organizations and corporations) generally are not subject to information reporting or backup withholding. A U.S. Holder will be subject to backup withholding if
such holder is not otherwise exempt and such holder:
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fails to furnish its taxpayer identification number (TIN), which, for an individual, is ordinarily his or her social security number or a
certification of exempt status;
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furnishes an incorrect TIN;
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is notified by the IRS that it has failed to properly report payments of interest or dividends; or
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fails to certify, under penalties of perjury (generally on a properly completed and executed IRS Form W-9) that it has furnished a correct TIN and that
the IRS has not notified the U.S. Holder that it is subject to backup withholding.
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U.S. Holders should
consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax, and taxpayers may use amounts
withheld as a credit against their U.S. federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.
Non-U.S. Holders
The following is a summary of certain U.S. federal
income and withholding tax considerations generally applicable to non-U.S. Holders. A non-U.S. Holder is a beneficial owner of the notes that is neither a U.S. Holder nor a partnership (including an entity or arrangement treated as a
partnership for U.S. federal income tax purposes). Non-U.S. Holders are encouraged to consult their own tax advisors concerning the relevant U.S. federal, state and local and any non-U.S. tax considerations that may be relevant to their particular
situations.
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Stated Interest
Subject to the discussions below concerning backup withholding and FATCA, payments of interest on a note (which, for purposes of this discussion, includes any payments on the note that may be treated as
interest for U.S. federal income tax purposes) made to a non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax, provided that:
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such payments are not effectively connected with such holders conduct of a U.S. trade or business (or, in the case of an applicable tax treaty,
are not attributable to a permanent establishment or fixed base maintained by the non-U.S. Holder in the U.S.);
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such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all classes of our stock
entitled to vote;
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such holder is not a controlled foreign corporation that is related to us through actual or constructive stock ownership and is not a bank that
received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
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either (1) the non-U.S. Holder certifies on a statement (generally a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor
forms), as applicable) provided to us or the paying agent, under penalties of perjury, that such holder is not a United States person within the meaning of the Code and provides its name and address, (2) a securities clearing
organization, bank or other financial institution that holds customers securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. Holder certifies to us or the paying agent under penalties of
perjury that it, or the financial institution between it and the non-U.S. Holder, has received from the non-U.S. Holder a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor forms), as applicable, under penalties of perjury,
certifying that such holder is not a United States person and provides us or the paying agent with a copy of such statement, or (3) the non-U.S. Holder holds its notes directly through a qualified intermediary provided that such
qualified intermediary has entered into a withholding agreement with the IRS and certain other conditions are satisfied.
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Payments of interest on a note that do not satisfy all of the foregoing requirements generally will be subject to U.S. federal withholding tax at a rate of 30% (or a lower applicable treaty rate, provided
certain certification requirements are met). A non-U.S. Holder generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder (but without regard to the surtax on net investment income discussed above), however, with
respect to interest on a note if such interest is effectively connected with the non-U.S. Holders conduct of a trade or business within the U.S. (and, if required by an applicable tax treaty, is attributable to a permanent
establishment or fixed base maintained by the non-U.S. Holder in the U.S.). Under certain circumstances, interest that is effectively connected with a corporate non-U.S. Holders conduct of a trade or business within the
U.S. may be subject to an additional branch profits tax at a 30% rate (or a lower applicable treaty rate, provided certain certification requirements are met). Such effectively connected interest income generally will be exempt from
U.S. federal withholding tax if a non-U.S. Holder delivers a properly executed IRS Form W-8ECI (or successor form) to us or the paying agent.
Non-U.S. Holders should consult applicable income tax treaties, which may provide reduced rates of or an exemption from U.S. federal income or withholding tax and branch profits tax. Non-U.S. Holders will
be required to satisfy certification requirements in order to claim a reduction of or exemption from withholding tax pursuant to any applicable income tax treaties. A non-U.S. Holder may meet these requirements by providing a properly completed IRS
Form W-8BEN or IRS Form W-8BEN-E (or any successor forms), as applicable, or appropriate substitute form, to us or the paying agent.
92
Sale, Redemption, Retirement or Other Taxable Disposition of the Notes
Subject to the discussions below concerning backup withholding and FATCA, a non-U.S. Holder generally will not be subject to U.S. federal
income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other taxable disposition of a note unless:
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that gain is effectively connected with the non-U.S. Holders conduct of a U.S. trade or business (and, if required by an applicable income tax
treaty, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the U.S.); or
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the non-U.S. Holder is an individual who is present in the U.S. for 183 days or more in the taxable year of the disposition and certain other
conditions are met.
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Gain realized by a non-U.S. Holder described in the first bullet point above generally
will be subject to U.S. federal income tax in the same manner as a U.S. Holder (but without regard to the surtax on net investment income discussed above). In addition, under certain circumstances, gain that is effectively connected with a
corporate non-U.S. Holders conduct of a U.S. trade or business may be subject to an additional branch profits tax at the rate of 30% (or a lower applicable treaty rate, provided certain certification requirements are met). Gain
realized by a non-U.S. Holder described in the second bullet point above generally will be subject to tax at a rate of 30% (or a lower applicable treaty rate, provided certain certification requirements are met) to the extent of the excess of such
holders U.S. source gains during the tax year over certain U.S. source losses during such tax year.
To the extent that
the amount realized on any sale, exchange, redemption or other taxable disposition of the notes is attributable to accrued but unpaid interest, such amount will be treated as interest for U.S. federal income tax purposes.
Backup Withholding and Information Reporting
We will, where required, report to non-U.S. Holders and to the IRS the amount of any principal and interest paid on the notes. Copies of these information returns may be made available under the
provisions of a specific treaty or other agreement to the tax authorities of the country in which the non-U.S. Holder resides or is organized.
Backup withholding will not apply to payments of interest made by us or the paying agent to a non-U.S. Holder of a note if the holder meets the identification and certification requirements discussed
above under Non-U.S. HoldersStated Interest for exemption from U.S. federal withholding tax or otherwise establishes an exemption, provided that neither we nor our paying agent have actual knowledge or reason to know that the
non-U.S. Holder is a United States person for U.S. federal income tax purposes that is not an exempt recipient or that the conditions of any other exemption are not, in fact, satisfied. Payments of the proceeds from a disposition by a non-U.S.
Holder of a note made to or through a non-U.S. office of a broker will not be subject to information reporting or backup withholding, except that information reporting (but generally not backup withholding) will apply to those payments if the broker
is:
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a controlled foreign corporation for U.S. federal income tax purposes;
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a non-United States person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period;
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a foreign partnership, if at any time during its tax year, one or more of its partners are U.S. persons who in the aggregate hold more than 50% of the
income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business; or
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is a U.S. branch of a foreign bank or insurance company,
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93
unless the broker has documentary evidence in its records that the beneficial owner of the payment is not a
United States person or is otherwise entitled to an exemption and the broker has neither actual knowledge nor a reason to know that the beneficial owner is not entitled to an exemption. Backup withholding will apply if the sale or other disposition
is subject to information reporting and the broker has actual knowledge or reason to know that the beneficial owner is a United States person that is not an exempt recipient.
Payment of the proceeds from a disposition by a non-U.S. Holder of a note made to or through the U.S. office of a broker is generally subject to information reporting and backup withholding, unless the
broker has documentary evidence in its records that the beneficial owner of the payment is not a United States person or is otherwise entitled to an exemption and the broker has no actual knowledge or reason to know that the beneficial owner is not
entitled to an exemption.
Non-U.S. Holders should consult their own tax advisors regarding application of withholding and
backup withholding in their particular circumstance and the availability of any procedure for obtaining an exemption from withholding, information reporting and backup withholding under current U.S. Treasury Regulations. In this regard, the current
U.S. Treasury Regulations provide that a certification may not be relied on if the payor knows or has reasons to know that the certification may be false. Backup withholding is not an additional tax and taxpayers may use amounts withheld as a credit
against their U.S. federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.
Foreign Account Tax Compliance Act
Pursuant to the Foreign Account Tax Compliance Act (FATCA), foreign financial institutions (which term includes most foreign hedge funds, private equity funds, mutual funds, securitization
vehicles and other investment vehicles) and certain other foreign entities must comply with certain information reporting rules with respect to their U.S. account holders and investors. A foreign financial institution or such other foreign entity
that does not comply with the FATCA reporting requirements generally will be subject to a 30% withholding tax with respect to any withholdable payments. For this purpose, withholdable payments generally include U.S.-source payments
otherwise subject to nonresident withholding tax (e.g., U.S.-source interest) and also include the entire gross proceeds from the sale of any debt of U.S. issuers, even if the payment would otherwise not be subject to U.S. nonresident withholding
tax (e.g., because it is capital gain). The FATCA withholding obligation for gross proceeds from dispositions of debt of a U.S. corporation has been deferred until January 1, 2019, whereas the withholding obligation for interest payments is already
in effect. The U.S. Treasury has negotiated intergovernmental agreements with certain countries and is in various stages of negotiations with a number of other foreign governments with respect to one or more alternative approaches to implement
FATCA, which alter in certain respects the rules described above. These requirements are different from, and in addition to, the U.S. tax certification rules described above.
We will not pay any additional amounts to non-U.S. Holders in respect of any amounts withheld pursuant to FATCA. Under certain circumstances, a non-U.S. Holder might be eligible for refunds or credits of
such taxes. Non-U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of the FATCA provisions to them based on their particular circumstances.
94
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ W. Nicholas Howley
W. Nicholas Howley
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Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)
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November 15, 2016
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Halle F. Terrion
Halle F. Terrion
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General Counsel, Chief Compliance Officer, Secretary and Director
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, TransDigm Group Incorporated has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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TRANSDIGM GROUP INCORPORATED
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By:
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/s/ Terrance M. Paradie
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Name: Terrance M. Paradie
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Title: Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ W. Nicholas Howley
W. Nicholas Howley
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Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)
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November 15, 2016
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ William Dries
William Dries
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Director
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November 15, 2016
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/s/ Mervin Dunn
Mervin Dunn
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Director
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November 15, 2016
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/s/ Michael Graff
Michael Graff
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Director
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November 15, 2016
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Signature
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Title
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Date
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/s/ Sean Hennessy
Sean Hennessy
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Director
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November 15, 2016
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/s/ Douglas Peacock
Douglas Peacock
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Director
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November 15, 2016
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/s/ Robert Small
Robert Small
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Director
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November 15, 2016
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/s/ John Staer
John Staer
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Director
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November 15, 2016
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/s/ Raymond F. Laubenthal
Raymond F. Laubenthal
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Director
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Champion Aerospace LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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CHAMPION AEROSPACE LLC
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By:
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TransDigm Inc., its sole member
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By:
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/s/ Terrance M. Paradie
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Name:
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Terrance M. Paradie
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Title:
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ W. Nicholas Howley
W. Nicholas Howley
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Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
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November 15, 2016
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Halle F. Terrion
Halle F. Terrion
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General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Adams Rite Aerospace, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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ADAMS RITE AEROSPACE, INC.
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By:
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/s/ Terrance M. Paradie
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Name: Terrance M. Paradie
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Title: Chairman of the Board of Directors and
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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November 15, 2016
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/s/ Sean P. Maroney
Sean P. Maroney
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Treasurer (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director
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November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, MarathonNorco Aerospace Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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MARATHONNORCO AEROSPACE INC.
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By:
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/s/ Terrance M. Paradie
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Name:
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Terrance M. Paradie
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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November 15, 2016
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/s/ Sean P. Maroney
Sean P. Maroney
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Treasurer (Principal Financial and Accounting Officer)
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November 15, 2016
|
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/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Avionic Instruments LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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AVIONIC INSTRUMENTS LLC
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By:
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TransDigm Inc., its sole member
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By:
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/s/ Terrance M. Paradie
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Name:
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Terrance M. Paradie
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Title:
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
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Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
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November 15, 2016
|
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|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
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Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
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November 15, 2016
|
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|
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/s/ Halle F. Terrion
Halle F. Terrion
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General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
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November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Skurka Aerospace Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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SKURKA AEROSPACE INC.
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By:
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/s/ Terrance M. Paradie
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Name:
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Terrance M. Paradie
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Title:
|
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Chairman of the Board of Directors and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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|
November 15, 2016
|
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/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
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|
|
/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director
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November 15, 2016
|
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Robert Henderson
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Director
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November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, CDA InterCorp LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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CDA INTERCORP LLC
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By:
|
|
TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name:
|
|
Terrance M. Paradie
|
|
|
Title:
|
|
Executive Vice President and Chief Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Aviation Technologies, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
|
|
AVIATION TECHNOLOGIES, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name:
|
|
Terrance M. Paradie
|
|
|
Title:
|
|
Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AvtechTyee, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AVTECHTYEE, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Transicoil LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
TRANSICOIL LLC
|
|
|
By:
|
|
Aviation Technologies, Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director of Aviation Technologies, Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer of Aviation Technologies, Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director of Aviation Technologies, Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AeroControlex Group, Inc.. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AEROCONTROLEX GROUP, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: President and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
|
|
|
James Skulina
|
|
Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Acme Aerospace, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
ACME AEROSPACE, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Dukes Aerospace, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
DUKES AEROSPACE, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer and Director (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, CEF Industries, LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
CEF INDUSTRIES, LLC
|
|
|
By:
|
|
TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Bruce Aerospace, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
BRUCE AEROSPACE, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer and Director (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Semco Instruments, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
SEMCO INSTRUMENTS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Hartwell Corporation has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
HARTWELL CORPORATION
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chairman of the Board of Directors and Chief Executive
Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer and Director (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace DE, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
MCKECHNIE AEROSPACE DE, INC.
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By:
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/s/ Terrance M. Paradie
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Name: Terrance M. Paradie
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Title: Chairman of the Board of Directors,
President and Chief Executive
Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
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November 15, 2016
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/s/ Sean P. Maroney
Sean P. Maroney
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Treasurer (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace Holdings, Inc. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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MCKECHNIE AEROSPACE HOLDINGS, INC.
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By:
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/s/ Terrance M. Paradie
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Name: Terrance M. Paradie
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Title: President
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
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President and Director (Principal Executive Officer)
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November 15, 2016
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/s/ Sean P. Maroney
Sean P. Maroney
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Treasurer (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace Investments, Inc. has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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MCKECHNIE AEROSPACE INVESTMENTS,
INC.
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By:
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/s/ Terrance M. Paradie
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Name:
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Terrance M. Paradie
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Title:
|
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Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
|
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Title
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
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Chief Executive Officer and Director (Principal Executive Officer)
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November 15, 2016
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/s/ Sean P. Maroney
Sean P. Maroney
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Treasurer (Principal Financial and Accounting Officer)
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November 15, 2016
|
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/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director
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November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace US LLC has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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MCKECHNIE AEROSPACE US LLC
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By:
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McKechnie Aerospace DE, Inc., its sole member
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By:
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/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Chairman of the Board of Directors, President and Chief Executive
Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
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|
|
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Signature
|
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Title
|
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors, President and Chief Executive Officer of McKechnie Aerospace DE, Inc., its sole member (Principal Executive Officer)
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November 15, 2016
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/s/ Sean P. Maroney
Sean P. Maroney
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Treasurer of McKechnie Aerospace DE, Inc., its sole member (Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Halle F. Terrion
Halle F. Terrion
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Secretary and Director of McKechnie Aerospace DE, Inc., its sole member
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November 15, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Texas Rotronics, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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TEXAS ROTRONICS, INC.
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By:
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/s/ Terrance M. Paradie
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|
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Name: Terrance M. Paradie
|
|
|
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
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Signature
|
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Title
|
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Date
|
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|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
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November 15, 2016
|
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|
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/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
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/s/ Halle F. Terrion
Halle F. Terrion
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|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Electromech Technologies LLC has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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ELECTROMECH TECHNOLOGIES LLC
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By:
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McKechnie Aerospace Investments, Inc., its sole member
|
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By:
|
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/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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|
|
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Signature
|
|
Title
|
|
Date
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|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director of McKechnie Aerospace Investments, Inc., its sole member (Principal Executive Officer)
|
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November 15, 2016
|
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|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer of McKechnie Aerospace Investments, Inc., its sole member (Principal Financial and Accounting Officer)
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November 15, 2016
|
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|
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/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director of McKechnie Aerospace Investments, Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Schneller LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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SCHNELLER LLC
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By:
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TransDigm Inc., its sole member
|
|
|
By:
|
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/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Executive Vice President and Chief Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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|
|
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Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
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November 15, 2016
|
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|
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/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
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November 15, 2016
|
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|
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/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, HARCO LLC has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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|
HARCO LLC
|
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By:
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TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
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|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
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November 15, 2016
|
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|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
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November 15, 2016
|
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|
|
/s/ Halle F. Terrion
Halle F. Terrion
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|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AmSafe Global Holdings, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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|
AMSAFE GLOBAL HOLDINGS, INC.
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|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Chairman of the Board of Directors and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Bridport Holdings, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
|
|
BRIDPORT HOLDINGS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name:
|
|
Terrance M. Paradie
|
|
|
Title:
|
|
Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AmSafe, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
|
|
AMSAFE, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name:
|
|
Terrance M. Paradie
|
|
|
Title:
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Shield Restraint Systems, Inc. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
SHIELD RESTRAINT SYSTEMS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chairman of the Board of Directors and
Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Bridport-Air Carrier, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
BRIDPORT-AIR CARRIER, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Bridport Erie Aviation, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
BRIDPORT ERIE AVIATION, INC.
|
|
|
By:
|
|
/s/ Sean P. Maroney
|
|
|
Name: Sean P. Maroney
Title: Chairman of the Board of Directors and
President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Chairman of the Board of Directors and President (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Vice President, Treasurer and Director (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
|
|
|
Robert Henderson
|
|
Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Arkwin Industries, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
ARKWIN INDUSTRIES, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Whippany Actuation Systems, LLC has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
WHIPPANY ACTUATION SYSTEMS, LLC
|
|
|
By:
|
|
TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nichoals Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Aerosonic LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AEROSONIC LLC
|
|
|
By:
|
|
TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Acquisition, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE ACQUISITION, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Global, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE GLOBAL, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems North America Inc. has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE SYSTEMS NORTH
AMERICA INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Holdings, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE HOLDINGS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer and President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer, President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems North America of CA Inc.
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE SYSTEMS NORTH AMERICA OF CA INC.
|
|
|
By:
|
|
/s/ Bryce Wiedeman
|
|
|
Name: Bryce Wiedeman
Title: Chairman of the Board of Directors and
President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Bryce Wiedeman
Bryce Wiedeman
|
|
Chairman of the Board of Directors and President (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems NA Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE SYSTEMS NA INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems North America of NJ Inc.
has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title:
Chairman of the Board of Directors and
Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Vice President and Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Avionics Specialties, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
AVIONICS SPECIALTIES, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, PneuDraulics, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
PNEUDRAULICS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Telair US LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
TELAIR US LLC
|
|
By: TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Telair International LLC has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
TELAIR INTERNATIONAL LLC
|
|
By: Telair US LLC, its sole member
|
|
By: TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Executive Vice President and Chief
Financial Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., the sole member of Telair US LLC, its sole member (Principal Executive
Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., the sole member of Telair US LLC, its sole member (Principal Financial and Accounting
Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., the sole member of Telair US LLC, its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Pexco Aerospace, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
PEXCO AEROSPACE, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Breeze-Eastern LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
BREEZE-EASTERN LLC
|
|
By: TransDigm Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: Executive Vice President and Chief Financial
Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ W. Nicholas Howley
W. Nicholas Howley
|
|
Chairman of the Board of Directors, Chief Executive Officer and President of TransDigm Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Executive Vice President, Chief Financial Officer and Director of TransDigm Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
General Counsel, Chief Compliance Officer, Secretary and Director of TransDigm Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, ILC Holdings, Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
ILC HOLDINGS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
President and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, ILC Industries, LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
ILC INDUSTRIES, LLC
|
|
By: ILC Holdings, Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
|
|
|
Title: President
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
President and Director of ILC Holdings, Inc., its sole member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer of ILC Holdings, Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director of ILC Holdings, Inc., its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Data Device Corporation has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
DATA DEVICE CORPORATION
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
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Signature
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Title
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Date
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/s/ Terrance M. Paradie
Terrance M. Paradie
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|
Chief Executive Officer and Director (Principal Executive Officer)
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November 15, 2016
|
|
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/s/ Sean P. Maroney
Sean P. Maroney
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|
Treasurer and Director (Principal Financial and Accounting Officer)
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November 15, 2016
|
|
|
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/s/ Halle F. Terrion
Halle F. Terrion
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|
Secretary and Director
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November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Beta Transformer Technology Corporation has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
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BETA TRANSFORMER TECHNOLOGY CORPORATION
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By:
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/s/ Terrance M. Paradie
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Name: Terrance M. Paradie
Title: Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and
Director (Principal Executive
Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer and Director (Principal
Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Beta Transformer Technology LLC has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
BETA TRANSFORMER TECHNOLOGY LLC
|
|
By: Beta Transformer Technology Corporation, its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director of Beta Transformer Technology
Corporation, its sole member
(Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer and Director of Beta
Transformer Technology Corporation, its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director of Beta
Transformer Technology Corporation, its sole member
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Young & Franklin Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
YOUNG & FRANKLIN INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and
Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Tactair Fluid Controls, Inc. has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
TACTAIR FLUID CONTROLS, INC.
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer (Principal Financial and
Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director
|
|
November 15, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Johnson Liverpool LLC has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 15
th
day of November, 2016.
|
|
|
JOHNSON LIVERPOOL LLC
|
|
By: Young & Franklin Inc., its sole member
|
|
|
By:
|
|
/s/ Terrance M. Paradie
|
|
|
Name: Terrance M. Paradie
Title: Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below authorizes W. Nicholas Howley, Halle F. Terrion and Terrance M. Paradie, or any of them, as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute in his name and on his behalf, in any and all capacities, this registrants Registration Statement on Form S-4 relating to the exchange offer and any amendments thereto (and any additional
registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments thereto)), necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of such Registration Statement, which
amendments may make such changes in such Registration Statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem
necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been
signed by the following persons in the capacities indicated and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Terrance M. Paradie
Terrance M. Paradie
|
|
Chief Executive Officer and Director of Young & Franklin Inc., its sole
member (Principal Executive Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Sean P. Maroney
Sean P. Maroney
|
|
Treasurer of Young & Franklin Inc., its sole member (Principal Financial and Accounting Officer)
|
|
November 15, 2016
|
|
|
|
/s/ Halle F. Terrion
Halle F. Terrion
|
|
Secretary and Director of Young &
Franklin Inc., its sole member
|
|
November 15, 2016
|