Supplemental Indenture

TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of December 6, 2010 to Indenture Dated as of October 6, 2009 by and Among ...

Exhibit 4.2

TRANSDIGM INC.,

TRANSDIGM GROUP INCORPORATED,

THE GUARANTORS NAMED HEREIN,

and

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

as Trustee

 

 

THIRD SUPPLEMENTAL INDENTURE

Dated as of December 6, 2010

to

Indenture

Dated as of October 6, 2009

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  3/4% Senior Subordinated Notes due 2014

of TransDigm Inc.


This THIRD SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of December 6, 2010, among Hartwell Corporation, a California corporation (“HARTWELL”), McKechnie Aerospace DE, Inc., a Delaware corporation (“MCKECHNIE AEROSPACE DE”), McKechnie Aerospace Holdings, Inc., a Delaware corporation (“MCKECHNIE AEROSPACE HOLDINGS”), McKechnie Aerospace Investments, Inc., a Delaware corporation (“MCKECHNIE AEROSPACE INVESTMENTS”), McKechnie Aerospace US LLC, a Delaware limited liability company (“MCKECHNIE AEROSPACE US”), Texas Rotronics, Inc., a Texas corporation (“ROTRONICS”), Valley-Todeco, Inc., a Delaware corporation (“VALLEY”), Western Sky Industries, LLC, a Delaware limited liability company, (“WESTERN” and, together with Hartwell, McKechnie Aerospace DE, McKechnie Aerospace Holdings, McKechnie Aerospace Investments, McKechnie Aerospace US, Rotronics and Valley, the “GUARANTEEING SUBSIDIARIES”), 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 (“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 (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), Avtech Corporation, a Washington corporation (“AVTECH”), Transicoil LLC, a Delaware limited liability company (“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, LLC, a Delaware limited liability company (“CEF”), Aircraft Parts Corporation, a New York corporation (“APC”), Acme Aerospace, Inc., a Delaware corporation (“ACME”), Dukes Aerospace, Inc., a Delaware corporation (“DUKES”), Semco Instruments, Inc., a Delaware corporation, (“SEMCO” and, together with TD Group, Adams Rite, Marathon, Champion, Avionic, Skurka, CDA, ATI, Avtech, Transicoil, AeroControlex, Malaysian, Bruce Aerospace, Bruce Industries, CEF, APC, Acme and Dukes, the “EXISTING GUARANTORS”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “TRUSTEE”) under the indenture referred to below (the “INDENTURE”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.

WITNESSETH:

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 December 2, 2009, and Second Supplemental Indenture, dated as of September 3, 2010, the “INDENTURE”), dated as of October 6, 2009, 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”);

WHEREAS, all things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company, the Existing Guarantors and the Guaranteeing Subsidiaries have been done; 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 of the 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 Subsidiaries hereby agree that from and after the date hereof each 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 Subsidiaries agree that the 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 any 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 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.


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 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
DUKES AEROSPACE, INC.
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary


SEMCO INSTRUMENTS, INC.
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
MCKECHNIE AEROSPACE HOLDINGS, INC.
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
MCKECHNIE AEROSPACE INVESTMENTS, INC.
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
MCKECHNIE AEROSPACE DE, INC.
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
MCKECHNIE AEROSPACE US LLC
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
VALLEY-TODECO, INC.
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
HARTWELL CORPORATION
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary
WESTERN SKY INDUSTRIES, LLC
By:   /s/    Gregory Rufus        
Name:    Gregory Rufus
Title:   Treasurer and Secretary


TEXAS ROTRONICS, 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/ Ted Mosterd
Name:    Ted Mosterd
Title:   Associate