Eighth Supplemental Indenture



 Exhibit 10.1 
 EXECUTION VERSION 
 TRANSDIGM INC., 
 TRANSDIGM GROUP INCORPORATED, 
 the GUARANTORS named herein 
 and 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 
  
  
 EIGHTH SUPPLEMENTAL INDENTURE 
 Dated as of December 2,
2009 
 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. 
  
  







 EIGHTH SUPPLEMENTAL INDENTURE 
 EIGHTH SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of December 2, 2009, among Dukes Aerospace, 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”), CEF Industries, LLC, a Delaware limited liability company (“CEF”), Aircraft Parts Corporation, a New York
corporation (“APC”), Acme Aerospace, Inc., a Delaware corporation (“ACME” and, together with TD Group, Adams Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech, Transicoil, AeroControlex, Malaysian, Bruce Aerospace,
Bruce Industries, CEF, APC and Acme, the “EXISTING GUARANTORS”), and The Bank of New York Mellon 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, Second Supplemental
Indenture, dated as of February 7, 2007, Third Supplemental Indenture, dated as of June 29, 2007, Fourth Supplemental Indenture, dated as of August 10, 2007, Fifth Supplemental Indenture, dated as of May 7, 2008, Sixth
Supplemental Indenture, dated as of December 16, 2008, and Seventh Supplemental Indenture, dated as of July 27, 2009, 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”); 
 WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Existing Guarantors and the Guaranteeing Subsidiary have been done; 
 WHEREAS, CEF Industries, Inc., a Delaware corporation and a guarantor under the Indenture, was converted to CEF Industries, LLC, a Delaware
limited liability company on September 30, 2009; 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, 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. 







 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 Subsidiaries, the Existing Guarantors and the Company. 
 [The remainder of this page is intentionally left blank.] 







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

			
	TRANSDIGM INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Executive Vice President and
		 	Chief Financial Officer
	
	TRANSDIGM GROUP INCORPORATED
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Executive Vice President, Chief
		 	Financial Officer and Secretary
	
	CHAMPION AEROSPACE LLC
		
	By:	 	TransDigm Inc., its sole member
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Executive Vice President and
		 	Chief Financial Officer
	
	ADAMS RITE AEROSPACE, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Assistant Secretary
	
	MARATHONNORCO AEROSPACE, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Assistant Secretary










			
	
	AVIONIC INSTRUMENTS LLC
	
	By: TransDigm Inc., its sole member
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Executive Vice President and Chief Financial Officer
	
	SKURKA AEROSPACE INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Assistant Secretary
	
	CDA INTERCORP LLC
	
	By: TransDigm Inc., its sole member
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Executive Vice President and Chief Financial Officer
	
	AVIATION TECHNOLOGIES, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary
	
	AVTECH CORPORATION
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary










			
	
	TRANSICOIL LLC
	
	By: TransDigm Inc., its sole member
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Executive Vice President and Chief Financial Officer
	
	AEROCONTROLEX GROUP, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary
	
	MALAYSIAN AEROSPACE SERVICES, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary
	
	BRUCE AEROSPACE, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary
	
	BRUCE INDUSTRIES, INC.
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary
	
	CEF INDUSTRIES, LLC
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary










			
	
	AIRCRAFT PARTS CORPORATION
		
	By:	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary
	
	ACME AEROSPACE, INC.
		
	By:	 	 /s/ Gregory Rufus

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

	Name:	 	Gregory Rufus
	Title:	 	Treasurer and Secretary










			
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Ted Mosterd

	Name:	 	Ted Mosterd
	Title:	 	Associate