Exhibit 10.2


EXECUTION COPY


SUPPLEMENT
NO. 1 (this “Supplement”) dated as of November 2, 2006, 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
listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor”
and collectively, the “SubsidiaryGuarantors”; 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 herein).


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 for the
Lenders.


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 referred to
therein, 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 (the “New Subsidiary”) is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Subsidiary
Guarantor and a 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 (b) 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.



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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.



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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.


	
   

  	
  CDA INTERCORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/

  	
  Gregory Rufus

  	
   

  
	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
  Title:

  	
  Treasurer and Secretary

  
	
   

  	
  Address:

  	
  450 Goolsby Boulevard

  
	
   

  	
   

  	
  Deerfield, Florida 33442

  
	
   

  	
  Legal Name: CDA InterCorp.

  
	
   

  	
  Jurisdiction of Formation: Florida

  
	
   

  	
  Location of Chief Executive Office:

  
	
   

  	
  450 Goolsby Boulevard

  
	
   

  	
  Deerfield, Florida 33442

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Robert Hetu

  	
   

  
	
   

  	
  Name:

  	
  Robert Hetu

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Cassandra Droogan

  	
   

  
	
   

  	
  Name:

  	
  Cassandra Droogan

  
	
   

  	
  Title:

  	
  Vice President

  
						



 









 



 


LOCATION OF
COLLATERAL


	
  Description

  	
   

  	
  Location

  
	
  All assets pledged pursuant to the terms of hereof

  	
   

  	
  450 Goolsby Boulevard Deerfield, Florida 33442