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Exhibit 10.1
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE GUARANTORS named herein
and
THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee
SIXTH SUPPLEMENTAL
INDENTURE
Dated as of December 16, 2008
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 TRUST COMPANY, N.A., as
Trustee
7- 3 / 4 % Senior Subordinated Notes due
2014
of TransDigm Inc.
SIXTH SUPPLEMENTAL
INDENTURE
SIXTH SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"),
dated as of December 16, 2008, among Aircraft Parts
Corporation, a New York 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", 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 Trust
Company, N.A., as trustee under the indenture referred to below
(the "TRUSTEE").
WITNESSETH
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, and the Fifth Supplemental Indenture, dated
May 7, 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
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