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...

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 xxxxxx 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/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Executive Vice President, Chief Financial Officer and Secretary
TRANSDIGM GROUP INCORPORATED
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Executive Vice President, Chief Financial Officer and Secretary

ACME AEROSPACE, INC.

XXXXX RITE AEROSPACE, INC.

AEROCONTROLEX GROUP, INC.

AIRBORNE ACQUISITION, INC.

AIRBORNE GLOBAL, INC.

AIRBORNE HOLDINGS, INC.

AIRBORNE SYSTEMS NA INC.

AIRBORNE SYSTEMS NORTH AMERICA INC.

AIRBORNE SYSTEMS NORTH AMERICA OF CA INC.

AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC.

AMSAFE – C SAFE, INC.

AMSAFE COMMERCIAL PRODUCTS, INC.

AMSAFE GLOBAL HOLDINGS, INC.

AMSAFE, INC.

AMSAFE INDUSTRIES, INC.

AP GLOBAL ACQUISITION CORP.

AP GLOBAL HOLDINGS, INC.

ARKWIN INDUSTRIES, INC.

AVIATION TECHNOLOGIES, INC.

AVIONICS SPECIALTIES, INC.

AVTECHTYEE, INC.

BRIDPORT-AIR CARRIER, INC.

BRIDPORT ERIE AVIATION, INC.

BRIDPORT HOLDINGS, INC.

XXXXX AEROSPACE INC.

XXXXX INDUSTRIES, INC.

XXXXX AEROSPACE, INC.

ELECTROMECH TECHNOLOGIES LLC

    By: XxXxxxxxx Aerospace Investments, Inc.,

           its sole member

XXXXXXXX CORPORATION

MALAYSIAN AEROSPACE SERVICES, INC.

MARATHONNORCO AEROSPACE, INC.

XXXXXXXXX AEROSPACE DE, INC.

XXXXXXXXX AEROSPACE HOLDINGS, INC.

XXXXXXXXX AEROSPACE INVESTMENTS, INC.

XXXXXXXXX AEROSPACE US LLC

    By: XxXxxxxxx Aerospace DE, Inc., its sole member

XXXXXXXXX INTERNATIONAL SALES CORP.

SEMCO INSTRUMENTS, INC.

XXXXXX AEROSPACE INC.

TEXAS ROTRONICS, INC.

TRANSICOIL LLC

    By: Aviation Technologies, Inc., its sole member

By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Treasurer and Secretary

AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC
By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC
By:		TransDigm Inc., its sole member
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Executive Vice President, Chief Financial Officer and Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE
By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		Vice President