Supplement No. 7, dated as of July 27, 2009



 Exhibit 10.2 
 Execution Version 
 SUPPLEMENT NO. 7 dated as of July 27, 2009, 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. 
  

			
	ACME AEROSPACE, INC.
		
	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: ACME AEROSPACE, INC.
		
		 	Jurisdiction
		 	of Formation: Delaware
		
		 	Location of Chief
		 	Executive Office:
		 	 528 W. 21st Street

		 	 Tempe, AZ 85282











			
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Agent
		
	By	 	 /s/ John Toronto

	Name:	 	John Toronto
	Title:	 	Director
		
	By	 	 /s/ Rianka Mohan

	Name:	 	Rianka Mohan
	Title:	 	Vice President









 Schedule I to 
 Supplement No. 7 
 to the Guarantee and 
 Collateral Agreement 
 LOCATION OF COLLATERAL 
  

			
	 Description
	  	 Location

	All assets pledged pursuant to the terms hereof	  	 Suites 5,6,7 and 8, Roosevelt Tech
 Center, 528 W. 21
st Street, Tempe, AZ

	All assets pledged pursuant to the terms hereof	  	 444 W. 21st Street (Broadway Business Park),
 Suite 106, Tempe, AZ


 JURISDICTION OF FORMATION 
 Delaware 
 ORGANIZATION NUMBER (OR EQUIVALENT) 
 (FROM JURISDICTION OF FORMATION) 
 N/A








 Schedule II to 
 Supplement No. 7 
 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	 
	 Acme Aerospace, Inc.
	  	3	  	TransDigm Inc.	  	100 shares of common stock	  	100	% 

 DEBT SECURITIES 
  

							
	 Issuer
	  	Principal
Amount	  	Date of Note	  	Maturity Date
	 None.
	  		  		  	








 Schedule III to 
 Supplement No. 7 
 to the Guarantee and 
 Collateral Agreement 
 INTELLECTUAL PROPERTY 
 PATENTS 
  

									
	 Title
	  	 Country
	  	Patent No.	  	Issue Date	  	Application No.
	 Battery Terminal Connector
	  	 United States
 of America
	  	5,158,842	  	27/10/1992	  	07/858,676
	 Storage Battery Electrodes With Integral Conductors*
	  	 China
 (People’s Republic)
	  		  		  	2006800431256
	 Storage Battery Electrodes With Integral Conductors*
	  	Germany	  		  		  	1120060029061
	 Storage Battery Electrodes With Integral Conductors*
	  	India	  		  		  	1032KOLNP2008
	 Storage Battery Electrodes With Integral Conductors*
	  	Japan	  		  		  	2008-541220
	 Storage Battery Electrodes With Integral Conductors*
	  	 United States
 of America
	  		  		  	11/282,537
	 Sealed Rechargeable Battery
	  	Canada	  	2157930	  	6/12/2005	  	2157930
	 Sealed Rechargeable Battery
	  	Japan	  	3454510	  	25/07/2003	  	6-520060
	 Sealed Rechargeable Battery
	  	 United States
 of America
	  	5,290,640	  	1/03/1994	  	08/029,136
	 Sealed Rechargeable Battery with Stabilizer
	  	Mexico	  	190889	  	7/01/1999	  	9503937
	 Sealed Rechargeable Battery with Stabilizer
	  	 United States
 of America
	  	5,569,554	  	29/10/1996	  	08/306,633
	 Terminal Structure and Seal
	  	 United States
 of America
	  	5,273,845	  	28/12/1993	  	07/931,727

 TRADEMARKS 
  

									
	 Mark
	  	 Country
	  	Reg. No.	  	Reg. Date.	  	Serial No.
	 A
 [Stylized]
	  	 United States
 of America
	  	1549852	  	01/08/1989	  	73685386