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Exhibit 10.2  


        SUPPLEMENT
NO. 3 dated as of June 30, 2007, to the Guarantee and Collateral Agreement dated as of June 23, 2006 (the "Guarantee and
Collateral Agreement"), among TRANSDIGM INC., a Delaware corporation (the "Borrower"), TRANSDIGM GROUP INCORPORATED, a
Delaware corporation ("Holdings"), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a
"Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors,
Holdings and the Borrower are referred to collectively herein as the "Grantors") and CREDIT SUISSE as administrative agent and collateral agent (in such
capacity, the "Agent") for the Secured Parties (as defined herein). 


        A.
Reference is made to the Credit Agreement dated as of June 23, 2006 (as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, Holdings, each subsidiary of the Borrower from time to time party thereto, the lenders named therein (the
"Lenders"), and Credit Suisse, as administrative agent and collateral agent (in such capacity, the
"Agent") for the Lenders. 


        B.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement
referred to therein, as applicable. 


        C.
The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit. Section 7.16
of the Guarantee and Collateral Agreement provides that additional Domestic Subsidiaries of the Loan Parties may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement
by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary") is executing this
Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to
make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 


        Accordingly,
the Agent and the New Subsidiary agree as follows: 


        SECTION
1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under
the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the
terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and
warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary,
as security for the payment and performance in full of the Secured Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Agent, its successors and
assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary's right, title and interest in and to the Collateral (as
defined in the Guarantee and Collateral Agreement) of the New Subsidiary. Each reference to a "Grantor" or a "Subsidiary
Guarantor" in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary. The Guarantee and Collateral Agreement is hereby incorporated herein by
reference. 


        SECTION
2. The New Subsidiary represents and warrants to the Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 


        SECTION
3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Supplement shall become effective when the Agent shall have 







 



received
counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Agent. Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. 


        SECTION
4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all
Collateral of the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its
chief executive office. 


        SECTION
5. Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect. 


        SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION
7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity
of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions. 


        SECTION
8. All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Guarantee and Collateral Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 



        SECTION
9. The New Subsidiary agrees to reimburse the Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable
fees, other charges and disbursements of counsel for the Agent. 


[Signature
pages follow] 


2







 

        IN
WITNESS WHEREOF, the New Subsidiary and the Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written. 



	 	 	AEROCONTROLEX GROUP, INC.,
	
 	
 	

by	
 	

/s/  GREGORY RUFUS      

	 	 	 	 	Name:	 	Gregory Rufus
	 	 	 	 	Title:	 	Treasurer
	

 	
 	

 	
 	

Address:

c/o Transdigm Inc.

The Tower at Erieview

1301 East 9th Street, Suite 3710

Cleveland, OH 44114

Attention: Gregory Rufus

Facsimile No: (216) 706-2937
	

 	
 	

 	
 	

Legal Name: AeroControlex Group, Inc.
	

 	
 	

 	
 	

Jurisdiction of Formation: Delaware
	

 	
 	

 	
 	

Location of Chief Executive Office:

313 Gillett Street

Painesville, OH 44077
	

 	
 	
CREDIT SUISSE, AS AGENT
	
 	
 	

by	
 	


	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 
	

 	
 	

by	
 	


	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 




3










Schedule I to

Supplement No. 3 to the

Guarantee and

Collateral Agreement 


 
 

LOCATION OF COLLATERAL    
    



	Description
 
	 	Location

	Owned real estate property and all other property located thereon	 	4223 Monticello Boulevard, South Euclid, Ohio, Guyhoga County
	

Owned real estate property and all other property located thereon	
 	

313 Gillett Street, Painesville, Ohio, Lake County
	 	 	 




 
 

JURISDICTION OF FORMATION    
    


Delaware.








Schedule
II to

Supplement No.      

to the Guarantee and

Collateral Agreement 


Pledged
Securities of the New Subsidiary 


 
 

CAPITAL STOCK    
    



	Issuer
 
	 	Number of Certificate
	 	Registered Owner
	 	Number and Class of

Equity Interests
	 	Percentage

of Equity

Interests

	AeroControlex Group, Inc.	 	1	 	TransDigm Inc.	 	100 shares of common stock	 	100%




 
 

DEBT SECURITIES    
    



	Issuer
 
	 	Principal Amount
	 	Date of Note
	 	Maturity Date

	None.	 	 	 	 	 	 




 
 

INTELLECTUAL PROPERTY    
    


Patents
listed on Schedule A attached hereto. 







 
 

SCHEDULE A    
    











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LOCATION OF COLLATERAL

JURISDICTION OF FORMATION

CAPITAL STOCK

DEBT SECURITIES

INTELLECTUAL PROPERTY

SCHEDULE A