Exhibit
10.1


EXECUTION COPY


TRANSDIGM INC.,


TRANSDIGM GROUP INCORPORATED,


THE GUARANTORS named herein


and


THE BANK OF NEW YORK TRUST COMPANY, N.A., as
Trustee






FIRST SUPPLEMENTAL INDENTURE


Dated as of November 2, 2006


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 TRUST COMPANY, N.A., as
Trustee






Pursuant to which there were issued
$275,000,000 of


7-3/4% Senior Subordinated Notes due 2014


of TransDigm Inc.













 



 


FIRST SUPPLEMENTAL INDENTURE


FIRST SUPPLEMENTAL
INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of November 2, 2006,
among CDA INTERCORP., a Florida 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”), ZMP, Inc., a California corporation (“ZMP”),
MarathonNorco Aerospace, Inc., a Delaware corporation (“MARATHON”), Christie
Electric Corp., a California corporation (“CHRISTIE”), Champion Aerospace Inc.,
a Delaware corporation (“CHAMPION”), AVIONIC INSTRUMENTS INC., a Delaware
corporation (“AVIONIC”), DAC Realty Corp., a New Jersey corporation (“DAC”),
Skurka Aerospace Inc., a Delaware corporation (“SKURKA”), and SWEENEY
ENGINEERING CORP., a California corporation (“SWEENEY” and, together with TD
Group, Adams Rite, ZMP, Marathon, Christie, Champion, Avionic, DAC and Skurka,
the “EXISTING GUARANTORS”), and 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 (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 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.



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3.  EXECUTION AND DELIVERY. The Guaranteeing
Subsidiary agrees that the Subsidiary 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.


4.  NO RECOURSE AGAINST OTHERS. No past, present
or future director, officer, employee, incorporator, stockholder or agent of
the Guaranteeing Subsidiary (or any successor entity), 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.


5.  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 SUBSIDIARY 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.


6.  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.


7.  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.


8.  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
Subsidiary, the Existing Guarantors and the Company.



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IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly
executed as of the date first above written.


	
   

  	
   

  	
  TRANSDIGM INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRANSDIGM GROUP INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  VP and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADAMS RITE AEROSPACE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ZMP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MARATHONNORCO AEROSPACE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHRISTIE ELECTRIC CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHAMPION AEROSPACE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
								



 



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  AVIONIC INSTRUMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DAC REALTY CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SKURKA AEROSPACE INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Asst. Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SWEENEY ENGINEERING CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CDA INTERCORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Rufus

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Rufus

  
	
   

  	
   

  	
  Title:

  	
  Treasurer and Secretary

  
					



 









 



 


	
  

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roxane Ellwanger

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Roxane Ellwanger

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President