Second Supplemental Indenture, dated as of September 3, 2010



 Exhibit 10.2 

EXECUTION VERSION 

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 September 3, 2010 

To 
 Indenture
Dated as of October 6, 2009 
 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- 
3/4% Senior Subordinated Notes due 2014 

of TransDigm Inc. 
  

 
  







 SECOND SUPPLEMENTAL INDENTURE 

SECOND SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of September 3, 2010, among Semco
Instruments, 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
(“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 (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), Avtech Corporation, 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”), CEF Industries, LLC, a Delaware limited liability company (“CEF”), Aircraft Parts Corporation, a New York corporation (“APC”), Acme
Aerospace, Inc., a Delaware corporation (“ACME”), Dukes Aerospace, Inc., a Delaware corporation (“Dukes” and, together with TD Group, Adams Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech, Transicoil,
AeroControlex, Malaysian, Bruce Aerospace, 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 December 2, 2009, the “INDENTURE”), dated as of October 6, 2009, 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; 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 Second 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
	
	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
	
	SEMCO INSTRUMENTS, 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