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
SECOND 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 SUBSIDIARIES AGREE THAT THE
SUBSIDIARY GUARANTEE GRANTED BY EACH OF THEM 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 SUBSIDIARIES
(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 SUBSIDIARIES 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 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.
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.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Second 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