EX-4.1



 Exhibit 4.1 

TRANSDIGM INC., 

TRANSDIGM GROUP INCORPORATED, 

THE GUARANTORS NAMED HEREIN, 

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

 
 EIGHTH
SUPPLEMENTAL INDENTURE 
 Dated as of May 23, 2014 

to 
 Indenture 

Dated as of December 14, 2010 

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 
  

 
 7.75% Senior
Subordinated Notes due 2018 
 of TransDigm Inc. 







 This EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of May 23, 2014, by and among TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), the
guarantors listed on the signature pages hereto (“Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Indenture referred to below. Capitalized terms
used herein and not otherwise defined shall have the meaning assigned to them in the Indenture. 
 WITNESSETH: 

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture, dated as of
December 14, 2010 (amended, supplemented or otherwise modified through the date hereof, the “Indenture”), providing for the issuance by the Company of 7.75% Senior Subordinated Notes due 2018 (the
“Notes”) and the guarantees thereof by each of the Guarantors; 
 WHEREAS, the Company has offered to
purchase for cash any and all outstanding Notes (the “Tender Offer”); 
 WHEREAS, in connection with the
Tender Offer, the Company has requested that Holders of the Notes deliver their consents to, among other modifications, eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the
Indenture; 
 WHEREAS, Section 9.02 of the Indenture provides that the Company, the Guarantors and the Trustee may amend or
supplement the Indenture and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes); 
 WHEREAS, the Holders of at least a majority in aggregate principal
amount of the outstanding Notes have duly consented to the proposed modifications set forth in this Supplemental Indenture in accordance with Section 9.02 of the Indenture; 

WHEREAS, the Company has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee (i) a copy of
resolutions of the Board of Directors of the Company and each Guarantor authorizing the execution of this Supplemental Indenture, (ii) evidence of the written consent of the Holders set forth in the immediately preceding paragraph and
(iii) the Officer’s Certificate and the Opinion of Counsel described in Section 9.06 and Section 13.04 of the Indenture; and 

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental
Indenture legal, valid and binding have been complied with or have been done or performed. 
 NOW, THEREFORE, in consideration of the
foregoing and notwithstanding any provision of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows: 

ARTICLE ONE 
 AMENDMENTS 

SECTION 1.01 Amendments. 

(a) The Indenture is hereby amended by deleting the following Sections of Article 4 of the Indenture and all references thereto and obligations
thereunder 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.18, in each case in its entirety, and replacing each such Section with the following: “Intentionally omitted.” 







 (b) The Indenture is hereby amended by deleting Sections 5.01(a)(ii), 5.01(a)(iii) and 5.01(b) of
the Indenture and all references thereto and obligations thereunder, in each case in its entirety, and replacing such Section with the following: “Intentionally omitted.” 

(c) The Indenture is hereby amended by deleting clauses (c), (d) and (e) of Section 6.01 of the Indenture and all references
thereto and obligations thereunder, in each case in its entirety, and replacing each such clause with the following: “Intentionally omitted.” 

(d) The Indenture is hereby amended by deleting the phrase “or any of its Significant Subsidiaries” or similar language in Sections
6.01(f) and 6.01(g) of the Indenture and all references thereto and obligations thereunder. 
 (e) Effective as of the date hereof, none of
the Company, the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under such Sections or Clause and such Sections or Clause shall not be considered in determining whether an Event of
Default has occurred or whether the Company has observed, performed or complied with the provisions of the Indenture. 
 SECTION
1.02 Amendment of Definitions. The Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to
Section 1.01 hereof. 
 ARTICLE TWO 

MISCELLANEOUS 
 SECTION 2.01
Effect of Supplemental Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all of the terms of the Indenture shall remain and continue in full force and effect. From and after
the date of this Supplemental Indenture, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this
Supplemental Indenture. 
 SECTION 2.02 Effectiveness. The provisions of this Supplemental Indenture shall be effective only
upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become operative only upon the purchase by the Company of at least a majority in
principal amount of the outstanding Notes pursuant to the Tender Offer. If such purchase shall not occur, the amendments to the Indenture effective by this Supplemental Indenture shall be deemed to be revoked retroactively to the date hereof. 

SECTION 2.03 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE. 
 SECTION 2.04 No Representations by Trustee. The recitals contained herein shall be taken as the statement of the
Company and the Guarantors, and the Trustee assumes no responsibility for the correctness or completeness of the same. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

SECTION 2.05 Successors. All agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes
shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

SECTION 2.06 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Notes shall
be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it
being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 







 SECTION 2.07 Endorsement and Change of Form of Notes. Any Notes authenticated
and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such purpose shall be
stamped, imprinted or otherwise legended by the Company, with a notation as follows: 
 “Effective as of May 23, 2014, certain
restrictive covenants of the Company and the Guarantors and certain of the Events of Default have been eliminated or limited, as provided in the Eighth Supplemental Indenture, dated as of May 23, 2014. Reference is hereby made to said Eighth
Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

SECTION 2.08 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee
shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. 

SECTION 2.09 Effects of Headings. The Section headings herein are for convenience only and shall not affect the
construction thereof. 
 SECTION 2.10 Counterparts. This Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original; but such counterparts shall constitute but one and the same instrument. 







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

					
	TRANSDIGM INC.
		
	By:	 	 /s/ Gregory Rufus

		 	Name:	 	Gregory Rufus
		 	Title:	 	Executive Vice President, Chief Financial Officer and Secretary
	
	TRANSDIGM GROUP INCORPORATED
		
	By:	 	 /s/ Gregory Rufus

		 	Name:	 	Gregory Rufus
		 	Title:	 	Executive Vice President, Chief Financial Officer and Secretary









 
					
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	By:	 	 /s/ Gregory Rufus

		 	Name:	 	Gregory Rufus
		 	Title:	 	Treasurer and Secretary









 
					
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	By:	 	 /s/ Gregory Rufus

		 	Name:	 	Gregory Rufus
		 	Title:	 	Executive Vice President, Chief Financial Officer and Secretary









 
					
	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A., AS TRUSTEE

		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name:	 	Lawrence M. Kusch
		 	Title:	 	Vice President