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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
FIFTH SUPPLEMENTAL
INDENTURE
Dated as of May 7,
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.
FIFTH SUPPLEMENTAL
INDENTURE
FIFTH SUPPLEMENTAL INDENTURE
(this “SUPPLEMENTAL INDENTURE”), dated as of May 7,
2008, among CEF Industries, 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”, and, together with TD Group, Adams
Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech,
Transicoil, AeroControlex, Bruce Aerospace and Bruce Industries,
the “EXISTING GUARANTORS”), and 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 and the Fourth
Supplemental Indenture, dated August 10, 2007, 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
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