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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 




THIRD
SUPPLEMENTAL INDENTURE 


Dated
as of June 29, 2007 


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 




73/4%
Senior Subordinated Notes due 2014 


of
TransDigm Inc. 









 
 
 

THIRD SUPPLEMENTAL INDENTURE    
    


        THIRD SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as of June 29, 2007, among AeroControlex Group, 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"), ZMP, Inc., a California corporation ("ZMP"), MarathonNorco Aerospace, Inc., a Delaware corporation ("MARATHON"), Christie Electric Corp., a
California corporation ("CHRISTIE"), Champion Aerospace Inc., a Delaware corporation ("CHAMPION"),
AVIONIC INSTRUMENTS INC., a Delaware corporation ("AVIONIC"), DAC Realty Corp., a New Jersey corporation ("DAC"), Skurka Aerospace Inc., a Delaware corporation ("SKURKA"), SWEENEY
ENGINEERING CORP., a California corporation ("SWEENEY"), CDA InterCorp., a Florida corporation ("CDA"), Aviation Technologies, Inc. ("ATI"), Avtech Corporation, a Washington corporation
("AVTECH"), Transicoil Corp., a Delaware corporation ("TRANSICOIL"), West Coast Specialties, Inc., a Washington corporation ("WEST COAST"), Malaysian Aerospace
Services, Inc., a Delaware corporation ("MALAYSIAN" and, together with TD Group, Adams Rite, ZMP, Marathon, Christie, Champion, Avionic, DAC, Skurka, Sweeney, CDA, ATI, Avtech, Transicoil, West
Coast and Malaysian, 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, and the Second Supplemental Indenture, dated as of February 7, 2007, the "INDENTURE"), dated as of June 23, 2006, providing for
the issuance by the Company of 73/4% 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 Subsidiary 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. 


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        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 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. 


        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 Subsidiary, the Existing Guarantors and the Company. 


[The remainder of this page is intentionally left blank.]


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



	

 	

TRANSDIGM INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	VP and Chief Financial Officer
	

 	

TRANSDIGM GROUP INCORPORATED
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	VP and Chief Financial Officer
	

 	

ADAMS RITE AEROSPACE, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

ZMP, Inc.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

MARATHONNORCO AEROSPACE, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

CHRISTIE ELECTRIC CORP.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

CHAMPION AEROSPACE, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary



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AVIONIC INSTRUMENTS, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

DAC REALTY CORP.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

SKURKA AEROSPACE INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Treasurer and Asst. Secretary
	

 	

SWEENEY ENGINEERING CORP.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer
	

 	

CDA INTERCORP.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer
	

 	

AVIATION TECHNOLOGIES, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer
	

 	

AVTECH CORPORATION
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer
	

 	

TRANSICOIL CORP.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer





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WEST COAST SPECIALTIES, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer
	

 	

MALAYSIAN AEROSPACE SERVICES, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer
	

 	

AEROCONTROLEX GROUP, INC.
	

 	

By:	

/s/  GREGORY RUFUS      

	 	 	Name:	Gregory Rufus
	 	 	Title:	Secretary and Treasurer



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THE BANK OF NEW YORK TRUST

COMPANY, N.A., as Trustee
	

 	

By:	

/s/  ROXANNE J. ELLWANGER      

	 	 	Name:	Roxanne J. Ellwanger
	 	 	Title:	Asst. Vice President




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W I T N E S S E T H