EX-4.2



 Exhibit 4.2 

TRANSDIGM INC., 

TRANSDIGM GROUP INCORPORATED, 

THE GUARANTORS NAMED HEREIN, 

AND 
 THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., 
 as Trustee 
  

 
 SECOND SUPPLEMENTAL INDENTURE

 Dated as of April 9, 2015 

to 
 Indenture 

Dated as of July 1, 2013 
 by
and among 
 TRANSDIGM INC., 

TRANSDIGM GROUP INCORPORATED, 

THE GUARANTORS NAMED THEREIN, 

AND 
 THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., 
 as Trustee 
  

 
 7.50% Senior Subordinated Notes
due 2021 
 of TransDigm Inc. 







 This SECOND SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of April 9, 2015, by and among Telair US LLC, a Delaware limited liability company (“Telair US”), Telair International LLC, a Delaware limited liability company
(together with Telair US, the “Guaranteeing Subsidiaries”), 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 (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA
InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”),
Transicoil LLC, a Delaware limited liability company (“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, LLC, a
Delaware limited liability company (“CEF”), Acme Aerospace, Inc., a Delaware corporation (“Acme”), Dukes Aerospace, Inc., a Delaware corporation (“Dukes”), Semco Instruments,
Inc., a Delaware corporation, (“Semco”), Hartwell Corporation, a California corporation (“Hartwell”), McKechnie Aerospace DE, Inc., a Delaware corporation (“McKechnie Aerospace
DE”), McKechnie Aerospace Holdings, Inc., a Delaware corporation (“McKechnie Aerospace Holdings”), McKechnie Aerospace Investments, Inc., a Delaware corporation (“McKechnie Aerospace
Investments”), McKechnie Aerospace US LLC, a Delaware limited liability company (“McKechnie Aerospace US”), Texas Rotronics, Inc., a Texas corporation (“Rotronics”), Electromech
Technologies LLC (formerly Western Sky Industries, LLC), a Delaware limited liability company (“Electromech”), Schneller Holdings LLC, a Delaware limited liability company (“Schneller Holdings”),
Schneller LLC, a Delaware limited liability company (“Schneller”), Schneller International Sales Corp., an Ohio corporation (“Schneller International”), HARCO LLC (formerly Harco Laboratories,
Incorporated), a Connecticut limited liability company (“HARCO”), AmSafe Global Holdings, Inc., a Delaware corporation (“AmSafe Global”), AP Global Holdings, Inc., a Delaware corporation
(“AP Global Holdings”), AP Global Acquisition Corp., a Delaware corporation (“AP Global Acquisition”), AmSafe Industries, Inc., a Delaware corporation (“AmSafe Industries”),
Bridport Holdings, Inc., a Delaware corporation (“Bridport Holdings”), AmSafe, Inc., a Delaware corporation (“AmSafe Inc.”), Shield Restraint Systems, Inc. (formerly AmSafe Commercial Products, Inc.),
a Delaware corporation (“Shield”), Bridport-Air Carrier, Inc., a Washington corporation (“Bridport-Air”), Bridport Erie Aviation, Inc., a Delaware corporation (“Bridport Erie”),
AmSafe – C Safe, Inc., a Delaware corporation (“AmSafe – C Safe”), Arkwin Industries, Inc., a New York corporation (“Arkwin”), Whippany Actuation Systems, LLC, a Delaware limited liability
company (“Whippany”), Aerosonic LLC, a Delaware limited liability company (“Aerosonic”), Avionics Specialties, Inc., a Virginia corporation (“Avionics Specialties”), Airborne
Global, Inc., a Delaware corporation (“Airborne Global”), Airborne Holdings, Inc., a Delaware Corporation (“Airborne Holdings”), Airborne Acquisition, Inc., a Delaware corporation (“Airborne
Acquisitions”), Airborne Systems NA Inc., a Delaware corporation (“Airborne Systems NA”), Airborne Systems North America Inc., a Delaware corporation (“Airborne Systems North America”),
Airborne Systems North America of CA Inc., a Delaware corporation (“Airborne Systems North America CA”), and Airborne Systems North America of NJ Inc., a New Jersey corporation (collectively with TD Group, Adams Rite,
Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech, Transicoil, AeroControlex, Malaysian, Bruce Aerospace, Bruce Industries, CEF, Acme, Dukes, Semco, Hartwell, McKechnie Aerospace DE, McKechnie Aerospace Holdings, McKechnie Aerospace Investments,
McKechnie Aerospace US, Rotronics, Electromech, Schneller Holdings, Schneller, Schneller International, HARCO, AmSafe Global, AP Global Holdings, AP Global Acquisition, AmSafe Industries, Bridport Holdings, AmSafe Inc., Shield, Bridport-Air,
Bridport Erie, AmSafe – C Safe, Arkwin, Whippany, Aerosonic, Avionics Specialties, Airborne Global, Airborne Holdings, Airborne Acquisitions, Airborne Systems NA, Airborne Systems North America and Airborne Systems North America CA, the
“Existing Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture. 
 WITNESSETH: 

WHEREAS, the Company and the Existing Guarantors have heretofore executed and delivered to the Trustee an
indenture, dated as of July 1, 2013 (as supplemented by the First Supplemental Indenture thereto, dated as of December 19, 2013, the “Indenture”), providing for the issuance by the Company of 7.50% Senior
Subordinated Notes due 2021 (the “Notes”) and the guarantees thereof by each of the Existing Guarantors;  

  
 - 2 - 








 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 “Guarantee”);  
 WHEREAS, all things necessary to
make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Existing Guarantors and the Guaranteeing Subsidiaries have been done; 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 of the Notes.  
 NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged, each of the Guaranteeing Subsidiaries covenants and agrees 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. Each of the Guaranteeing Subsidiaries 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 INDENTURE 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. Each of the Guaranteeing Subsidiaries 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 any of the Guaranteeing Subsidiaries (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 Subsidiaries or any other Guarantor under the Notes, any Guarantee, the Indenture or this Supplemental Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.


  

	 	6.	NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE GUARANTEE GRANTED HEREUNDER WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

  

	 	7.	COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 


 

	 	8.	EFFECT OF HEADINGS. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms
or provisions hereof. 


  
 - 3 - 









	 	9.	THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries, the Existing Guarantors and the Company. 


[Signature page follows.] 

  
 - 4 - 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date hereof.  
  

					
	TRANSDIGM INC.
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		 Executive Vice President, Chief
 Financial
Officer and Secretary

	
	TRANSDIGM GROUP INCORPORATED
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		 Executive Vice President, Chief
 Financial
Officer and Secretary

	
	ACME AEROSPACE, INC.
	ADAMS RITE AEROSPACE, INC.
	AEROCONTROLEX GROUP, INC.
	AIRBORNE ACQUISITION, INC.
	AIRBORNE GLOBAL, INC.
	AIRBORNE HOLDINGS, INC.
	AIRBORNE SYSTEMS NORTH AMERICA OF CA INC.
	AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC.
	AMSAFE – C SAFE, INC.
	AMSAFE GLOBAL HOLDINGS, INC.
	AMSAFE, INC.
	AMSAFE INDUSTRIES, INC.
	AP GLOBAL ACQUISITION CORP.
	AP GLOBAL HOLDINGS, INC.
	ARKWIN INDUSTRIES, INC.
	AVIATION TECHNOLOGIES, INC.
	AVTECHTYEE, INC.
	BRIDPORT-AIR CARRIER, INC.
	BRIDPORT HOLDINGS, INC.
	BRUCE AEROSPACE INC.
	BRUCE INDUSTRIES, INC.
	HARTWELL CORPORATION
	MALAYSIAN AEROSPACE SERVICES, INC.
	MARATHONNORCO AEROSPACE, INC.
	MCKECHNIE AEROSPACE DE, INC.
	MCKECHNIE AEROSPACE US LLC
			 By:
		McKechnie Aerospace DE, Inc., its sole member
	SCHNELLER INTERNATIONAL SALES CORP.
	SCHNELLER LLC
			 By:
		Schneller Holdings LLC, its sole member
	SHIELD RESTRAINT SYSTEMS, INC.
	SEMCO INSTRUMENTS, INC.
	SKURKA AEROSPACE INC.



  
 - 5 - 








 
					
	 TEXAS ROTRONICS, INC.
 TRANSICOIL
LLC

			By:		Aviation Technologies, Inc., its sole member
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		Chief Executive Officer
	
	AEROSONIC LLC
	AVIONIC INSTRUMENTS LLC
	CDA INTERCORP LLC
	CEF INDUSTRIES, LLC
	CHAMPION AEROSPACE LLC
	HARCO LLC
	SCHNELLER HOLDINGS LLC
	TELAIR INTERNATIONAL LLC
	TELAIR US LLC
	WHIPPANY ACTUATION SYSTEMS, LLC
		
	By: 		TransDigm Inc., its sole member
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		Executive Vice President, Chief Financial Officer and Secretary
	
	AIRBORNE SYSTEMS NA INC.
	AIRBORNE SYSTEMS NORTH AMERICA INC.
	AVIONICS SPECIALTIES, INC.
	ELECTROMECH TECHNOLOGIES LLC
			By:		McKechnie Aerospace Investments, Inc., its sole member
	MCKECHNIE AEROSPACE HOLDINGS, INC.
	MCKECHNIE AEROSPACE INVESTMENTS, INC.
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		President
	
	BRIDPORT ERIE AVIATION, INC.
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		Vice President and Treasurer
	
	DUKES AEROSPACE, INC.
		
	By:		 /s/ Gregory Rufus

			Name:		Gregory Rufus
			Title:		Chairman of the Board



  
 - 6 - 








 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
		
	By:		 /s/ Lawrence M. Kusch

	Name:		Lawrence M. Kusch
	Title:		Vice President



  
 - 7 -