Exhibit 10.1
Execution
Version
TRANSDIGM INC.,
TRANSDIGM GROUP
INCORPORATED,
THE GUARANTORS named
herein
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
(formerly known as THE BANK OF NEW
YORK TRUST COMPANY, N.A.), as Trustee
SEVENTH SUPPLEMENTAL
INDENTURE
Dated as of July 27,
2009
To
Indenture Dated as of June 23,
2006
by and among
TRANSDIGM INC.,
TRANSDIGM GROUP
INCORPORATED,
the GUARANTORS named therein
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
(formerly known as THE BANK OF NEW
YORK TRUST COMPANY, N.A.), as Trustee
7- 3 / 4
% Senior Subordinated Notes due
2014
of TransDigm Inc.
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE (this
“SUPPLEMENTAL INDENTURE”), dated as of July 27,
2009, among Acme Aerospace, Inc., a Delaware corporation (the
“GUARANTEEING SUBSIDIARY”), TransDigm Inc., a Delaware
corporation (the “COMPANY”), TransDigm Group
Incorporated, a Delaware corporation (“TD GROUP”),
Adams Rite Aerospace, Inc., a California corporation (“ADAMS
RITE”), MarathonNorco Aerospace, Inc., a Delaware corporation
(“MARATHON”), Champion Aerospace LLC, a Delaware
limited liability company and successor to Champion Aerospace Inc.
(“CHAMPION”), Avionic Instruments LLC, a Delaware
limited liability company and successor to Avionic Instruments Inc.
(“AVIONIC”), Skurka Aerospace Inc., a Delaware
corporation (“SKURKA”), CDA InterCorp LLC, a Florida
limited liability company and successor to CDA Intercorp
(“CDA”), Aviation Technologies, Inc., a Delaware
corporation (“ATI”), Avtech Corporation, a Washington
corporation (“AVTECH”), Transicoil LLC, a Delaware
limited liability company and successor to Transicoil Corp.
(“TRANSICOIL”), AeroControlex Group, Inc., a Delaware
corporation (“AEROCONTROLEX”), Malaysian Aerospace
Services, Inc., a Delaware corporation (“MALAYSIAN”),
Bruce Aerospace, Inc., a Delaware corporation (“BRUCE
AEROSPACE”), Bruce Industries, Inc., a Colorado corporation
(“BRUCE INDUSTRIES”), CEF Industries, Inc., a Delaware
corporation (“CEF”), Aircraft Parts Corporation, a New
York corporation (“APC”, and, together with TD Group,
Adams Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech,
Transicoil, AeroControlex, Bruce Aerospace, Bruce Industries and
CEF, the “EXISTING GUARANTORS”), and The Bank of New
York Mellon Trust Company, N.A. (formerly known as The Bank of New
York Trust Company, N.A.), as trustee under the indenture referred
to below (the “TRUSTEE”).
W I T N E S S E T H
WHEREAS, the Company and the
Existing Guarantors have heretofore executed and delivered to the
Trustee an indenture (as supplemented by the First Supplemental
Indenture thereto, dated as of November 2, 2006, the Second
Supplemental Indenture, dated as of February 7, 2007, Third
Supplemental Indenture, dated June 29, 2007, the Fourth
Supplemental Indenture, dated August 10, 2007, the Fifth
Supplemental Indenture, dated May 7, 2008, and the Sixth
Supplemental Indenture, dated December 16, 2008, the
“INDENTURE”), dated as of June 23, 2006, providing
for the issuance by the Company of 7- 3 / 4
% Senior Subordinated Notes due 2014
(the “NOTES”) and the guarantees thereof by each of the
Existing Guarantors;
WHEREAS, the Indenture provides that
under certain circumstances described therein, newly created or
acquired Domestic Restricted Subsidiaries shall execute and deliver
to the Trustee a supplemental indenture to the Indenture providing
for a senior subordinated guarantee of payment of the Notes by such
Domestic Restricted Subsidiary (the “SUBSIDIARY
GUARANTEE”); and
WHEREAS, pursuant to
Section 9.01(g) of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture without the consent
of the Holders Notes.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries covenant and agree for the equal and ratable benefit
of the Holders of the Notes as follows:
1. CAPITALIZED
TERMS. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
2. GUARANTEE, ETC. The
Guaranteeing Subsidiary hereby agrees that from and after the date
hereof it shall be a Guarantor under the Indenture and be bound by
the terms thereof applicable to Guarantors and shall be entitled to
all of the rights and subject to all the obligations of a Guarantor
thereunder.
3. RATIFICATION OF INDENTURE;
SUPPLEMENTAL INDENTURES PART OF INDENTURE. The Indenture is in
all respects ratified and confirmed and all the terms, conditions
and provisions thereof shall remain in full force and
effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound
hereby.
4. EXECUTION AND
DELIVERY. The Guaranteeing Subsidiary agrees that the
Guarantee granted by it pursuant to the terms hereof shall remain
in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Guarantee.
5. NO RECOURSE AGAINST
OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary (or any successor entity) (other than the Company or the
Existing Guarantors), as such, shall have any liability for any
obligations of the Company, TD Group, the Guaranteeing Subsidiary
or any other Gua
