Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 30, 2018, TransDigm Inc.
(TransDigm), a wholly-owned subsidiary of TransDigm Group Incorporated (TD Group), TD Group and certain subsidiaries of TransDigm entered into Amendment No. 5, Incremental Assumption Agreement and Refinancing Facility
Agreement (the Amendment) relating to that certain Second Amended and Restated Credit Agreement, dated June 4, 2014 (as amended by Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated June 9, 2016,
Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated March 6, 2017, Amendment No. 3 and Incremental Term Loan Assumption Agreement, dated August 22, 2017, Amendment No. 4 and Refinancing Facility
Agreement, dated November 30, 2017, the Refinancing Facility Agreement, dated February 22, 2018, and as further amended by the Amendment, the Credit Agreement), with Credit Suisse AG, as administrative agent and collateral
agent (the Agent), and the other agents and lenders named therein. Pursuant to the Amendment, TransDigm, among other things, (i) incurred new tranche E term loans (the New Tranche E Term Loans) in an aggregate principal
amount equal to $2,255 million and new tranche F term loans (the New Tranche F Term Loans) in an aggregate principal amount equal to $3,578 million, (ii) repaid in full all of the existing tranche E term loans and tranche
F term loans outstanding under the Credit Agreement immediately prior to the Amendment, and (iii) extended the maturity date of the revolving credit commitments to December 28, 2022. The New Tranche E Term Loans and the New Tranche F Term
Loans were fully drawn on May 30, 2018. The interest rates per annum applicable to the New Tranche E Term Loans and the New Tranche F Term Loans will be either (i) LIBOR plus 2.50% or (ii) a base rate plus 1.50%. The other terms and
conditions, including the maturity date, that apply to the New Tranche E Term Loans are substantially the same as the terms and conditions that applied to the tranche E term loans immediately prior to the Amendment to the Credit Agreement and the
other terms and conditions, including the maturity date, that apply to the New Tranche F Term Loans are substantially the same as the terms and conditions that applied to the tranche F term loans immediately prior to the Amendment.
The lenders and agents or their affiliates under the Amendment have in the past provided, and may in the future provide, advisory and other services to, or
engage in transactions with, TransDigm and TD Group and receive customary compensation therefor.
The above summary of the Amendment is qualified in its
entirety by reference to the Amendment, which is attached hereto as 10.1, and is incorporated herein by reference.