Supplement No. 6, dated as of December 16, 2008



 Exhibit 10.2 
 SUPPLEMENT NO. 6 dated as of December 16, 2008, 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 from time to time party 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 therein). 
 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, as amended by
(i) that certain Amendment No. 1, Consent and Agreement dated as of January 25, 2007 and (ii) that certain Assumption Agreement dated as of February 7, 2007. 
 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, 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 (a “New Subsidiary”) is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Subsidiary Guarantor and 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 the New
Subsidiary’s organization number (or equivalent) from its jurisdiction of formation, (b) set forth on Schedule II attached hereto is a true and correct schedule of any and all (i) Equity Interests and debt securities now owned by the
New Subsidiary and (ii) Intellectual Property now owned by the New Subsidiary and (c) 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. 
 [Remainder of page intentionally left blank]








 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. 
  

			
	AIRCRAFT PARTS CORPORATION
		
	by	 	 /s/ Gregory Rufus

	Name:	 	Gregory Rufus
	Title:	 	Secretary
	
	Address:
	c/o TransDigm Inc.
	The Tower at Erieview
	1301 East 9th Street, Suite 3710
	Cleveland, OH 44114
	Attn: Gregory Rufus
	Facsimile No: (216) 706-2937
	
	Legal Name: Aircraft Parts Corporation
	
	Jurisdiction of Formation: New York
	
	Location of Chief
	Executive Office:
	100 Corporate Drive
	Holtsville, NY 11742










			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent
		
	by	 	 /s/ Robert Hetu

	Name:	 	Robert Hetu
	Title:	 	Managing Director
		
	by	 	 /s/ Christopher Reo Day

	Name:	 	Christopher Reo Day
	Title:	 	Associate









 Schedule I to 
 Supplement No. 6 
 to the Guarantee and 
 Collateral Agreement 
 LOCATION OF COLLATERAL 
  

			
	 Description
	 	 Location

	 All assets pledged pursuant to the terms
 hereof
	 	 100 Corporate Drive,
 Holtsville NY
11742

		
	 All assets pledged pursuant to the terms
 hereof

	 	 4611 West Harry Street
 Wichita, Kansas
67209


 JURISDICTION OF FORMATION 
 New York 
 ORGANIZATION NUMBER (OR EQUIVALENT) (FROM JURISDICTION OF FORMATION)

 N/A 







 Schedule II to 
 Supplement No. 6 
 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

	Aircraft Parts Corporation	 	15	 	TransDigm Inc.	 	5,000 shares of common stock	 	100%

 DEBT SECURITIES 
  

							
	 Issuer
	 	 Principal Amount
	 	 Date of Note
	 	 Maturity Date

	None.	 		 		 	








 Schedule III to 
 Supplement No. 6 
 to the Guarantee and 
 Collateral Agreement 
 INTELLECTUAL PROPERTY 
  

									
	 PATENTS
  

	 Title
	  	Country	  	Patent No.	  	Issue Date	  	Application No.
	 Aircraft DC starter-generator torque controller
	  	USA	  	5051670	  	Sept. 24, 1991	  	07/559908
	 Apparatus and method for installing a starter-generator on an aircraft engine
	  	USA	  	6094797	  	Aug. 1, 2000	  	08/048969
	  
 TRADEMARKS
  

	 Mark
	  	Country	  	Reg. No.	  	Reg. Date.	  	Application No.
	 APC (logo)
	  	USA	  	3047649	  	Jan. 24, 2006	  	79593793
	 XL
	  	USA	  	1853490	  	Sept. 13, 1994	  	74133902
	 XL2
	  	USA	  	3047650	  	Jan. 24, 2006	  	76593794