Seventh Supplemental Indenture, dated as of July 27, 2009



 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. 
 (formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A.), as Trustee 
  
  
 SEVENTH SUPPLEMENTAL INDENTURE 
 Dated as of July 27, 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 MELLON TRUST COMPANY, N.A. 
 (formerly known as THE BANK OF NEW YORK TRUST COMPANY, N.A.), as Trustee 
  
  
 7- 3/4% Senior Subordinated Notes due 2014 
 of TransDigm Inc. 
  
  







 SEVENTH SUPPLEMENTAL INDENTURE 
 SEVENTH SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of July 27, 2009, among Acme 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, Inc., a Delaware corporation (“CEF”), Aircraft Parts Corporation, a New York corporation
(“APC”, and, together with TD Group, Adams Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech, Transicoil, AeroControlex, Bruce Aerospace, Bruce Industries and CEF, the “EXISTING GUARANTORS”), and The Bank of New York
Mellon Trust Company, N.A. (formerly known as 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, the Second Supplemental Indenture, dated as of February 7, 2007, Third Supplemental Indenture,
dated June 29, 2007, the Fourth Supplemental Indenture, dated August 10, 2007, the Fifth Supplemental Indenture, dated May 7, 2008, and the Sixth Supplemental Indenture, dated December 16, 2008, 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”); 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 Subsidiaries covenant and agree 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. 
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of this page is intentionally left blank.] 







 IN WITNESS WHEREOF, the parties hereto have caused this Seventh 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, INC.
		
	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


  








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

	Name:	 	Roxane Ellwanger
	Title:	 	Assistant Vice President