S-4

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As filed with the Securities and Exchange Commission on August 28, 2003.

Registration No. 333-              

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

TransDigm Inc.
TransDigm Holding Company
Subsidiary Guarantors Listed on Schedule A Hereto
(Exact name of co-registrant as specified in its charter)

TransDigm Inc.
Delaware
(State or other jurisdiction of
incorporation or organization)
34-1750032
(I.R.S. Employer Identification No.) 3728

(Primary Standard Industrial
Classification Code Number) TransDigm Holding Company
Delaware
(State or other jurisdiction of
incorporation or organization)
13-3733378
(I.R.S. Employer Identification No.)

26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143
(216) 289-4939
(Address, including zip code, and telephone number, including area code, of co-registrants' principal executive offices)

W. Nicholas Howley
President and Chief Executive Officer
TransDigm Inc.
26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143
(216) 289-4939
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

        Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee(1)
8 3/8% senior subordinated notes due 2011	$400,000,000	100%	$400,000,000	$32,360
Guarantees(2)	N/A	N/A	N/A	N/A

(1)

Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)

Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable for the guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

CHAMPION AEROSPACE INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 3722 (Primary Standard Industrial Classification Code Number) 58-2623644 (I.R.S. Employer Identification Number) 1230 OLD NORRIS ROAD LIBERTY, SC 29657 (864) 843-1162 (Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)	ZMP, INC. (Exact name of registrant as specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation or organization) 3728 (Primary Standard Industrial Classification Code Number) 95-4056651 (I.R.S. Employer Identification Number) 4141 NORTH PALM STREET FULLERTON, CA 92635 (714) 278-6500 (Address, including zip code, and telephone number, including area code, co-registrant's principal executive offices)
ADAMS RITE AEROSPACE, INC. (Exact name of registrant as specified in its charter) CALIFORNIA (State or other incorporation or organization) 3728 (Primary Standard Industrial Classification Code Number) 95-4056812 (I.R.S. Employer Identification Number) 4141 NORTH PALM STREET FULLERTON, CA 92635 (714) 278-6500 (Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)	CHRISTIE ELECTRIC CORP. (Exact name of registrant specified in its charter) CALIFORNIA (State or other jurisdiction of incorporation or organization) 3629 (Primary Standard Industrial Classification Code Number) 95-0987760 (I.R.S. Employer Identification Number) 8301 IMPERIAL DRIVE WACO, TX 76712 (254) 776-0650 (Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)
MARATHON POWER TECHNOLOGIES COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 3691 (Primary Standard Industrial Classification Code Number) 74-2707437 (I.R.S. Employer Identification Number) 8301 IMPERIAL DRIVE WACO, TX 76712 (254) 776-0650 (Address, including zip code, and telephone number, including area code, of co-registrant's principal executive offices)

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated August 28, 2003.

PROSPECTUS

Offer to Exchange

Up to $400,000,000 aggregate principal amount of its 8³/8% Senior Subordinated Notes due 2011
registered under the Securities Act of 1933 for
any and all outstanding 8³/8% Senior Subordinated Notes due 2011

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We are offering to exchange new registered 8³/8% senior subordinated notes due 2011, which we refer to herein as the "exchange notes," for all of our outstanding unregistered 8³/8% senior subordinated notes due 2011, which we refer to herein as the "original notes." We refer herein to the exchange notes and the original notes, collectively, as the "notes."



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The exchange offer expires at 5:00 p.m., New York City time, on                        , 2003, unless extended.



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The exchange offer is subject to customary conditions that may be waived by us.



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All original notes outstanding that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for the exchange notes.



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Tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.



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The exchange of original notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer.



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The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that the exchange notes will not have transfer restrictions and you will not have registration rights.



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If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.



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There is no established trading market for the exchange notes, and we do not intend to apply for listing of the exchange notes on any securities exchange or market quotation system.

See "Risk Factors" beginning on page 15 for a discussion of matters you should consider before you participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003.

TABLE OF CONTENTS

	Page
Notice to Investors	iii
Notice to New Hampshire Residents	iii
Industry and Market Data	iii
Forward-Looking Statements	iii
Prospectus Summary	1
Risk Factors	15
Use of Proceeds	29
The Exchange Offer	30
Capitalization	40
Unaudited Pro Forma Consolidated Financial Information	41
Selected Historical Consolidated Financial Data	54
Management's Discussion and Analysis of Financial Condition and Results of Operations	58
Business	73
Management	81
Security Ownership of Certain Beneficial Owners and Management	89
The Transactions	92
Certain Relationships and Related Transactions	95
Description of the New Senior Secured Credit Facilities	97
Description of the Exchange Notes	100
Book-Entry, Delivery and Form	146
Material United States Federal Income Tax Considerations	150
Plan of Distribution	151
Legal Matters	152
Experts	152
Where You Can Find Information	152
Index to Financial Statements	F-1

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. We will provide this information to you at no charge upon written or oral request directed to Chief Financial Officer, TransDigm Inc., 26380 Curtiss Wright Parkway, Richmond Heights, OH 44143, telephone number (216) 289-4939. In order to ensure timely delivery of this information, any request should be made by                 , 2003, five business days prior to the expiration date of the exchange offer.

        No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the exchange offer. If given or made, such information or representations must not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this prosecutes or in our affairs since the date hereof.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the exchange notes received in exchange for original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resales. See "Plan of Distribution."

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NOTICE TO INVESTORS

        This prospectus contains summaries of the terms of certain agreements that we believe to be accurate in all material respects. However, we refer you to the actual agreements for complete information relating to those agreements. All summaries of such agreements contained in this prospectus are qualified in their entirety by this reference. We will make copies of such agreements available to you upon request.

        The notes will be available in book-entry form only. The notes exchanged pursuant to this prospectus will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, The Depository Trust Company, or DTC, and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and transfer of the global certificates will be effected only through, records maintained by DTC and its participants. After the initial issuance of the global certificates, notes in certificated form will be issued in exchange for global certificates only in the limited circumstances set forth in the indenture governing the notes. See "Book-Entry, Delivery and Form."

NOTICE TO NEW HAMPSHIRE RESIDENTS

        NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

INDUSTRY AND MARKET DATA

        We have obtained the industry and market data used throughout this prospectus from our own research, surveys or studies conducted by third parties and industry and general publications published by third parties. In some cases, such industry and market data reflect management's estimates based on management's industry knowledge and other knowledge. Industry or general publications and surveys and studies published or prepared by third parties generally state that they contain information obtained from sources believed to be reliable, but do not guarantee the accuracy or completeness of such information. We have not independently verified market and industry data from third party sources and we do not make any representations as to the accuracy or completeness of such information.

FORWARD-LOOKING STATEMENTS

        This prospectus contains both historical and "forward-looking statements" within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this prospectus that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, the statements about TransDigm Inc.'s plans, objectives, strategies

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and prospects regarding, among other things, the financial condition, results of operations and business of TransDigm Inc. and its subsidiaries. We have identified some of these forward-looking statements with words like "believe," "may," "will," "should," "expect," "intend," "plan," "predict," "anticipate," "estimate" or "continue" and other words and terms of similar meaning. These forward-looking statements may be contained under the captions "Prospectus Summary," "Risk Factors," "Unaudited Pro Forma Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." These forward-looking statements are based on current expectations about future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Many factors mentioned in our discussion in this prospectus, including the risks outlined under "Risk Factors," will be important in determining future results. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties, including with respect to TransDigm Inc., the following, among other things:

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the impact of general economic conditions in the regions in which we do business;



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general industry conditions, including competition and product, raw material and energy prices;



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changes in exchange rates and currency values;



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access to capital markets; and



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other factors described in this prospectus.

        Since our actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements, we cannot give any assurance that any of the events anticipated by these forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to update these forward-looking statements or the risk factors contained in this prospectus to reflect new information, future events or otherwise, except as may be required under federal securities laws.

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PROSPECTUS SUMMARY

This summary may not contain all of the information that may be important to you. Please review this prospectus in its entirety, including the risk factors and our financial statements and the related notes included elsewhere herein, before you decide to participate in the exchange offer.

In this prospectus, the words "TransDigm," "the Company," "we," "us" and "our" refer to TransDigm Inc. and our subsidiaries unless the context otherwise indicates. The term "Holdings" refers to TransDigm Holding Company, the parent holding company of TransDigm. The term "Norco" refers to Norco, Inc., a division of TransTechnology Corporation that we acquired on February 24, 2003. The term "pro forma" or "on a pro forma basis," when used to describe our operations, refers to our operations after giving effect to our acquisition of Norco and the merger of TD Acquisition Corporation with and into Holdings and the related transactions, as though the acquisition of Norco and the merger and the related transactions had occurred as of the applicable date for balance sheet purposes and as of October 1, 2001, the beginning of Holdings' most recently completed fiscal year, for results of operations purposes. References to "fiscal year" mean the twelve months ending September 30. Our most recently completed fiscal quarter for which financial information is available ended on June 28, 2003.

Overview

        We are a leading global supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. We estimate that approximately 95% of our net sales for the thirty-nine week period ended June 28, 2003 were generated by proprietary products for which we own the design. These items are generally approved and certified by airframe manufacturers, government agencies, the Federal Aviation Administration, or the FAA, or similar entities. During the same period, we estimate that we generated approximately 80% of our net sales from products for which we are the sole source provider. Once our parts are designated as original equipment on an aircraft, we generate net sales from recurring aftermarket parts sales over the life of that aircraft. As a result, we estimate that, on a pro forma basis, over 70% of our net sales for the thirty-nine week period ended June 28, 2003 were generated from the commercial and military aftermarkets. These aftermarket revenues generally produce a higher gross margin and are typically more stable than original equipment manufacturer, or OEM, sales.

        We provide components for a large, diverse installed base of aircraft, with no single aircraft platform accounting for more than 9% of our net sales in the fiscal year ended September 30, 2002. In the commercial sector, which generated approximately 72% of our pro forma net sales for the thirty-nine week period ended June 28, 2003, we sell to distributors of aftermarket components, as well as directly to commercial airlines, aircraft maintenance facilities, and aircraft and engine OEMs. During the thirty-nine week period ended June 28, 2003, we generated approximately 28% of our pro forma net sales from the defense sector, selling through distributors and directly to the United States and foreign militaries and defense OEMs. For the thirty-nine week period ended June 28, 2003, on a pro forma basis, we generated net sales of $232.7 million.

        Our business strategy includes three core value drivers: (1) pricing each of our products to fairly reflect the unique value provided by that product; (2) obtaining profitable new business by proactively working with customers to apply our technical capabilities to solve specific customer problems; and (3) striving to continually improve productivity. Successful execution of these value drivers has enabled us to deliver consistently solid financial performance even in difficult macroeconomic environments.

Our Products

        We focus on developing highly customized products to solve specific problems for aircraft operators and manufacturers. We differentiate ourselves based on our engineering and manufacturing capabilities, and we typically choose not to compete for non-proprietary "build to print" business, in

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which price is the primary competitive driver and which usually offers lower margins. Our products have strong brand names within the industry and we have a strong reputation for high quality, reliability and customer support. We categorize our products into two groupings: power system components and airframe system components.

        Power system components generated approximately 61% of our pro forma net sales in the thirty-nine week period ended June 28, 2003. Our major power system components products are (1) ignition system components such as igniters, exciters and spark plugs used to start and spark turbine and reciprocating aircraft engines; (2) gear pumps used primarily in hydraulic and fuel applications; (3) mechanical/electromechanical controls used in numerous actuation applications; (4) batteries/chargers used to provide starting and back-up power; and (5) rods and locking devices used to hold open panels to allow access to engines for maintenance.

        Airframe system components generated approximately 39% of our pro forma net sales in the thirty-nine week period ended June 28, 2003. Our major airframe system components products are: (1) engineered connectors used in fuel, pneumatic and hydraulic applications; (2) engineered latching and locking devices used in various bin, security and other applications; and (3) lavatory hardware and components.

        The major end users of our products include most of the world's airlines, the United States and foreign militaries, and leading engine and airframe OEMs such as Boeing, Airbus, General Electric, United Technologies, Rolls-Royce, Honeywell, Bombardier, Embraer, Cessna, Gulfstream, Raytheon, Northrop Grumman and Lockheed Martin. We sell our products directly to these end users and also through the industry's leading distributors such as Aviall, Satair and AAR.

Competitive Strengths

        We believe our key competitive strengths are:

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Large Installed Product Base with Recurring Aftermarket Revenue Stream.    We provide components to a large and growing installed base of aircraft for which we supply aftermarket products and services. We estimate that our products are installed on more than 30,000 commercial transport, military and business turbine aircraft. This installed base and our sole source position for an estimated 80% of our net sales for the thirty-nine week period ended June 28, 2003 enable us to capture a long-term stream of highly profitable aftermarket revenues over the life of an individual aircraft, which will normally fly for 30 or more years.



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Diversified Revenue Base.    Our diversified revenue base reduces our dependence on any particular customer, platform or market segment and has been a significant factor in maintaining our financial performance. Our products are used on all of the major commercial aircraft platforms now in production, including the Boeing 777, 747, 757, 767, 737 and 717, the entire Airbus fleet and Bombardier and Embraer regional jets. In addition, our parts are used on many modern military programs, including fighters such as the F-15, F-16 and F-18, military transport planes such as the C-130, C-130J and C-17, helicopters such as the Apache and Blackhawk, and the Raytheon Patriot missile. While industry-wide commercial OEM deliveries have been negatively impacted following the events of September 11, 2001, our more stable commercial aftermarket business has been more modestly affected and our military business has strengthened. In addition, since we have limited exposure to older generation commercial aircraft such as the DC-9 and the Boeing 727, fewer of the aircraft that we provide components for have been retired or taken out of service during the current airline industry downturn.



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Significant Barriers to Entry.    We compete in niche markets with significant barriers to entry. We believe that the niche nature of our markets, the industry's stringent regulatory and certification requirements, the large number of SKUs that we sell and the investments necessary in

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development and certification create barriers to entry for potential competitors. As a result of the barriers to entry in our markets, we estimate that for the thirty-nine week period ended June 28, 2003 approximately 80% of our net sales were generated from products for which we are the sole source provider. When our customers receive products that meet or exceed expectations and performance standards, they have little incentive to certify another supplier because of the cost and time of the certification process. In addition, concerns about safety and the indirect costs of flight delays if products are unavailable or undependable make our customers hesitant to switch to new suppliers.

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History of Successful Product Innovation.    We have a history of consistent leadership in our markets and a strong reputation for innovative, solution-oriented products. For example, Airbus Industries selected us to design the security bolting systems to be installed on all Airbus cockpit doors to comply with FAA and European regulatory requirements adopted after the events of September 11, 2001. We have developed a highly engineered cockpit door safety mechanism that simultaneously prevents unauthorized penetration into the cockpit while providing a rapid response in the event of an emergency depressurization. The system has been retrofitted on more than 2,500 Airbus aircraft in service and is currently being installed on all new Airbus aircraft for use in North America or Europe. We also continue to develop new products for military applications. We expect to provide the in-air fuel coupling pumps, controls, valves and other components for the new Boeing 767 military fuel tanker program, which Congress recently approved, and expect to provide pumps, ignition systems and other components for the Joint Strike Fighter jet manufactured by Lockheed Martin. Our success at developing new products has contributed to the growth of our business.



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Experienced Management Team with a Successful Track Record.    Our operations are managed by a highly experienced management team with a proven record in the aircraft components business. This team has also demonstrated its ability over the last ten years to successfully operate our business through market cycles and under a leveraged capital structure. Our experienced management team has a proven track record of consolidating operations, reducing overhead and rationalizing costs.

Business Strategy

        Key elements of our business strategy are:

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Provide Value Added Products and Reliable Service to Customers.    We focus on engineering, manufacturing and marketing highly engineered products to customers that place a premium on our capabilities. We have been effective in communicating to aircraft operators the value of our products in terms of increased value generated by their reliability and performance, as well as reduced maintenance requirements. Our customers often recognize that the indirect cost of a flight delay because of poor performance or an unavailable product greatly outweighs the underlying direct cost of our products. Our product quality and customer support has allowed us to share the value generated by our products. We intend to continue to develop and market high value added products that provide significant benefits to our customers.



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Generate Profitable New Business Initiatives.    We have been successful in identifying and commercializing new business opportunities in the OEM and aftermarket segments to drive revenue growth. We have been effective in creating aftermarket opportunities by developing superior products to retrofit aircraft already in service. We work closely with airlines to identify components that repeatedly cause flight delays or otherwise fail to meet the airlines' performance standards. We design and certify new parts with improved performance characteristics, for which our customers are typically willing to pay a premium. Importantly, we often invest in developing and certifying a new part with the support of an airline sponsor. This

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support tends to significantly improve the probability of commercial success. We intend to pursue growth opportunities through our new business initiatives.

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Realize Productivity Savings.    We will continue to focus on improving operating margins through steady improvements to our cost structure and increases in employee productivity. We have achieved significant increases in employee productivity since our formation in 1993. We have continually rationalized our manufacturing facilities and redesigned our manufacturing and other business practices to maximize efficiency. For example, we encourage our employees through performance incentives to learn to operate multiple manufacturing stations in order to minimize overall labor costs. This initiative and others like it have enabled us to consistently increase sales without corresponding increases in our cost structure.



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Pursue Strategic Acquisitions.    We continue to pursue acquisitions where we believe that we can enhance value, reduce costs and develop new business. The aircraft component industry is highly fragmented, with many of the companies in the industry being small operators or small non-core operations of larger businesses. We believe the industry may experience consolidation due to customer requirements that favor larger, more capable suppliers who can provide engineering as well as production capability. Our management team has successfully integrated seven acquisitions since our formation in 1993. In each case, we have significantly improved customer service and delivery reliability and have achieved enhanced financial performance.

Industry and Market Overview

        We believe that our addressable market for proprietary engineered components is approximately $7.5 billion, including both the commercial and military aerospace sectors. The commercial OEM market has historically exhibited cyclical swings and sensitivity to economic conditions, while the aftermarket, which is driven by usage of the existing aircraft fleet, has proven to be more stable. For instance, Airbus and Boeing expect their new aircraft deliveries in 2003 to be approximately 36% lower than their 1999 peak levels. Meanwhile, Revenue Passenger Miles, or RPMs, a commonly used measure of fleet usage, decreased by approximately 12.4% from the first six months of 2001 compared to the first six months of 2003 and decreased by a smaller percentage (approximately 2.9%) from the first six months of 2002 compared to the first six months of 2003, notwithstanding the recent Severe Acute Respiratory Syndrome, or SARS, outbreak and increased military activity in the Middle East. Military OEM and aftermarket sales increase as defense spending increases. Air transport, support and surveillance are an increasingly essential component of military operations. Following the recent military engagements in Afghanistan and Iraq, we expect that many aircraft will need to be overhauled and repaired. According to forecasts of the U.S. Department of Defense, U.S. military aircraft maintenance spending is expected to increase by 5.1% annually through 2005.

Recent Developments

        On February 24, 2003, we acquired certain assets and assumed certain liabilities of the Norco business from TransTechnology Corporation ("TransTechnology") for $51.0 million in cash and approximately $1.0 million in asset transfer tax payments. During August 2003, TransTechnology refunded approximately $1.1 million of the purchase price to us in settlement of the purchase price adjustment provisions of the purchase agreement. The Norco business generated approximately $19.6 million in net sales and $6.8 million of operating income (excluding costs of approximately $1.2 million associated with the integration of Norco into TransDigm) for the thirty-nine week period ended June 28, 2003.

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The Transactions

        On July 22, 2003, TD Acquisition Corporation ("TD Acquisition") merged with and into Holdings, with Holdings continuing as the surviving corporation. Concurrently with the merger of TD Acquisition with and into Holdings, TD Funding, a wholly owned subsidiary of TD Acquisition and transitory financing vehicle, merged with and into TransDigm, with TransDigm continuing as the surviving corporation. TD Funding issued the original notes immediately prior to the consummation of this merger and TransDigm assumed all obligations by operation of law as a result of the merger. Each of TD Acquisition and TD Funding was a corporation formed at the direction of Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus"). TD Funding was incorporated for the sole purpose of facilitating the financing of the merger of TD Acquisition with and into Holdings and the related transactions.

        On June 23, 2003, we commenced a cash tender offer to repurchase all of our outstanding 10³/8% senior subordinated notes due 2008 and solicited consents from the holders of such notes to amend the indenture governing such notes to eliminate substantially all of the restrictive covenants and effect certain other amendments to such indenture. Holders of $197.75 million aggregate principal amount of the 10³/8% senior subordinated notes consented to the proposed amendments and tendered their notes in the tender offer. We received the requisite number of consents to effect the proposed amendments to the indenture governing our 10³/8% senior subordinated notes due 2008. We purchased all of the tendered 10³/8% senior subordinated notes. On July 22, 2003, we defeased $2.25 million aggregate principal amount of the 10³/8% senior subordinated notes not purchased in the tender offer by depositing with the trustee for such notes cash in amounts sufficient to pay on December 1, 2003, the first date on which such notes may be redeemed, the principal, premium and interest thereon.

        To finance the merger and the related transactions in part, Warburg Pincus and a limited number of other institutional investors purchased securities of TD Holding Corporation ("TD Holding"), the parent company of TD Acquisition, immediately prior to the closing of the merger of TD Acquisition with and into Holdings. Upon receipt of the investment from Warburg Pincus and the other institutional investors, TD Holding contributed the proceeds as equity to TD Acquisition. Upon receipt of the cash contribution from TD Holding, TD Acquisition contributed the funds as equity to TD Funding. TD Funding lent a portion of such proceeds, together with a portion of the proceeds it received from the issuance of the original notes and from borrowings under our new senior secured credit facilities, to TD Acquisition, which enabled TD Acquisition to pay all amounts due to the equity holders of Holdings under the terms of the merger agreement and related transaction expenses.

        We refer herein to the mergers and the related transactions and financings, including the issuance of the original notes, as "The Transactions."

Warburg Pincus LLC

        Warburg Pincus LLC has built on more than 30 years of experience to become a global leader in the private equity industry. Warburg Pincus LLC operates worldwide to source new investment opportunities, provide strategic advice and guidance, and implement creative financing structures. Since 1970, the firm has invested more than $14 billion in more than 450 companies in 29 countries.

        Our executive offices are located at 26380 Curtiss Wright Parkway, Richmond Heights, Ohio 44143 and our telephone number is (216) 289-4939. Our website address is http://www.transdigm.com. Our website and the information contained on our website are not part of this prospectus.

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THE EXCHANGE OFFER

        On July 15, 2003, we completed an offering of $400,000,000 aggregate principal amount of 8³/8% senior subordinated notes due July 15, 2011, which we refer to herein as the "original notes," in a transaction exempt from registration under the Securities Act of 1933, as amended, or the Securities Act. In connection with the offering of the original notes, we entered into a registration rights agreement, dated as of July 22, 2003, with the initial purchasers of the original notes. In the registration rights agreement, we agreed to offer our new 8³/8% senior subordinated notes due July 15, 2011, which will be registered under the Securities Act, and which we refer to herein as the "exchange notes," in exchange for the original notes. The exchange offer is intended to satisfy our obligations under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the original notes. In this prospectus, we refer to the original notes and the exchange notes as the "notes." You should read the discussions under the headings "Prospectus Summary—Summary of the Terms of the Exchange Notes" and "Description of the Exchange Notes" for information regarding the exchange notes.

The Exchange Offer	This is an offer to exchange $1,000 in principal amount of the exchange notes for each $1,000 in principal amount of original notes. The exchange notes are substantially identical to the original notes, except that the exchange notes generally will be freely transferable. Based upon interpretations by the staff of the Securities and Exchange Commission (the "SEC") set forth in no actions letters issued to unrelated third parties, we believe that you can transfer the exchange notes without complying with the registration and prospectus delivery provisions of the Securities Act if you:
	•	acquire the exchange notes in the ordinary course of your business;
	•	are not and do not intend to become engaged in a distribution of the exchange notes;
	•	are not an "affiliate" (within the meaning of the Securities Act) of ours;
	•	are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes from us or our affiliates; and
	•	are not a broker-dealer (within the meaning of the Securities Act) that acquired the original notes in a transaction as part of its market-making or other trading activities.
	If any of these conditions are not satisfied and you transfer any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. See "The Exchange Offer—Purpose of the Exchange Offer."

6

Registration Rights Agreement	Under the registration rights agreement, we have agreed to use our reasonable best efforts to consummate the exchange offer or cause the original notes to be registered under the Securities Act to permit resales. If we are not in compliance with our obligations under the registration rights agreement, liquidated damages will accrue on the original notes in addition to the interest that otherwise is due on the original notes. If the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on the original notes. The exchange notes will not contain any provisions regarding the payment of liquidated damages. See "The Exchange Offer—Liquidated Damages."
Minimum Condition	The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered in the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2003, unless we extend it.
Exchange Date	We will accept original notes for exchange at the time when all conditions of the exchange offer are satisfied or waived. We will deliver the exchange notes promptly after we accept the original notes.
Conditions to the Exchange Offer	Our obligation to complete the exchange offer is subject to certain conditions. See "The Exchange Offer—Conditions to the Exchange Offer." We reserve the right to terminate or amend the exchange offer at any time prior to the expiration date upon the occurrence of certain specified events.
Withdrawal Rights	You may withdraw the tender of your original notes at any time before the expiration of the exchange offer on the expiration date. Any original notes not accepted for any reason will be returned to you without expense as promptly as practicable after the expiration or termination of the exchange offer.
Procedures for Tendering Original Notes	See "The Exchange Offer—How to Tender."
United States Federal Income Tax Consequences	The exchange of the original notes for the exchange notes will not be a taxable exchange for U.S. federal income tax purposes, and holders will not recognize any taxable gain or loss as a result of such exchange.
Effect on Holders of Original Notes	If the exchange offer is completed on the terms and within the period contemplated by this prospectus, holders of original notes will have no further registration or other rights under the registration rights agreement, except under limited circumstances. See "The Exchange Offer—Other."

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	Holders of original notes who do not tender their original notes will continue to hold those original notes. All untendered, and tendered but unaccepted original notes will continue to be subject to the transfer restrictions provided for in the original notes and the indenture governing the original notes. To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes could be adversely affected. See "Risk Factors—Risks Associated with the Exchange Offer—You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer," "—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer," and "The Exchange Offer—Other."
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer.
Exchange Agent	The Bank of New York, the trustee under the indenture governing the notes, is serving as the exchange agent in connection with this exchange offer.

8

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

Issuer	TransDigm Inc.
Exchange Notes	$400,000,000 in aggregate principal amount of 83/8% Senior Subordinated Notes due July 15, 2011.
Interest	83/8% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2004.
Guarantees	The exchange notes will be unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, by TransDigm Holding Company, our parent company, and, subject to certain limited exceptions, all our existing and future domestic subsidiaries. Our foreign subsidiaries will not guarantee the exchange notes. As of the date of this prospectus, we only have one foreign subsidiary that has inconsequential assets and liabilities.
Ranking	The exchange notes will be our unsecured senior subordinated obligations. The exchange notes and guarantees will rank:
	•	junior to all of our and the guarantors' existing and future senior indebtedness;
	•	equally with any of our and the guarantors' existing and future senior subordinated indebtedness; and
	•	senior to any of our and the guarantors' existing and future subordinated indebtedness.
	The exchange notes will be structurally subordinated to all of the existing and future liabilities of our subsidiaries that do not guarantee the notes.
Optional Redemption	We may redeem the exchange notes at any time and from time to time on or after July 15, 2006, in whole or in part, in cash at the redemption prices described in this prospectus, plus accrued and unpaid interest to the date of redemption.
	In addition, at any time and from time to time, before July 15, 2006, we may redeem up to 35% of the exchange notes with the proceeds of certain equity offerings.
Change of Control	If a change of control occurs, subject to certain conditions, we must give holders of the exchange notes an opportunity to sell to us the exchange notes at a purchase price of 101% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of the purchase. See "Description of the Exchange Notes—Change of Control."

9

Certain Covenants	The indenture governing the exchange notes will contain covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	incur or guarantee additional indebtedness;
	•	issue preferred stock of restricted subsidiaries;
	•	pay dividends or make other equity distributions;
	•	purchase or redeem capital stock;
	•	make certain investments;
	•	enter into arrangements that restrict dividends from restricted subsidiaries;
	•	sell or otherwise dispose of assets;
	•	engage in certain transactions with affiliates; and
	•	merge or consolidate with another entity.
	The limitations will be subject to a number of important qualifications and exceptions. See "Description of the Exchange Notes—Certain Covenants."
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer.
Trustee	The Bank of New York is the trustee for the holders of the exchange notes.
Governing Law	The exchange notes, the indenture and the other documents for the offering of the exchange notes are governed by the laws of the State of New York.

        For additional information about the exchange notes, see the section of this prospectus entitled "Description of the Exchange Notes."

Regulatory Approvals

        Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

Risk Factors

        Participating in the exchange offer involves certain risks. You should carefully consider the information under "Risk Factors" and all other information included in this prospectus before participating in the exchange offer.

10

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following table presents summary financial and other data with respect to Holdings and its subsidiaries and has been derived from (i) the audited consolidated financial statements of Holdings for the fiscal years ended September 30, 2000, 2001 and 2002 and (ii) the unaudited consolidated financial statements of Holdings for the thirty-nine weeks ended June 29, 2002 and June 28, 2003. The consolidated financial statements of Holdings for each of the years in the three fiscal-year period ended September 30, 2002 are included elsewhere in this prospectus and have been audited by Deloitte & Touche LLP, independent auditors. The unaudited consolidated financial statements of Holdings for the thirty-nine week periods ended June 29, 2002 and June 28, 2003 include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations, financial position, and cash flows. The results for the thirty-nine week period ended June 28, 2003 are not necessarily indicative of the results that may be expected for the entire year. Separate historical financial information for TransDigm is not presented since Holdings has no operations or assets separate from its investment in TransDigm and since the notes are guaranteed by Holdings and all direct and indirect domestic restricted subsidiaries of TransDigm.

        The following table also sets forth summary pro forma consolidated data for Holdings as of June 28, 2003 and for the thirty-nine week period then ended. The pro forma statement of operations data gives effect to the Transactions and the Norco acquisition as if such Transactions and the Norco acquisition had been consummated on October 1, 2001, the first day of Holdings' most recently completed fiscal year. The pro forma consolidated balance sheet data as of June 28, 2003 gives effect to the Transactions as if they had occurred as of June 28, 2003. The pro forma financial information is not necessarily indicative of either future results of operations or the results that might have occurred if the foregoing transactions had been consummated on the dates indicated above. We cannot assure you that assumptions used in the preparation of the pro forma financial data will prove to be correct.

        The Norco acquisition was completed on February 24, 2003 and the Champion Aerospace Inc. acquisition was completed on May 31, 2001. On March 26, 2001, we acquired an exclusive, worldwide license to produce and sell products composed of a lubrication and scavenge pump product line along with certain related equipment and inventory and, on March 8, 2000, we acquired Christie Electric Corp. These acquisitions were accounted for as purchases. The results of operations of all of the acquired businesses are included in Holdings' consolidated financial statements from the date on which each of those acquisitions was consummated.

        You should read the summary financial and other data set forth below along with the sections in this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Unaudited Pro Forma Consolidated Financial Information" and the consolidated financial statements of Holdings and related notes included elsewhere in this prospectus.

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			Historical															Pro Forma
																		Thirty-Nine Weeks Ended
			Fiscal Year Ended September 30,									Thirty-Nine Weeks Ended
												June 29, 2002			June 28, 2003			June 28, 2003
			2000			2001			2002
			(in thousands)
Statement of Operations Data:
Net sales			$	150,457		$	200,773		$	248,802		$	180,658		$	225,172		$	232,672
Gross profit(1)				68,264			82,248			114,227			84,059			107,737			110,616
Operating expenses:
	Selling and administrative			16,799			20,669			21,905			15,525			16,243			20,575
	Amortization of intangibles			1,843			2,966			6,294			4,925			859			4,887
	Research and development			2,308			2,943			2,057			2,029			2,193			2,193
Operating income(1)				47,314			55,670			83,971			61,580			88,442			82,961
Interest expense, net:
	TransDigm			25,893			28,938			32,832			24,708			24,408			37,232
	Holdings (PIK Notes)(2)			2,670			2,988			3,706			2,492			1,755			1,755
		Total interest expense, net		28,563			31,926			36,538			27,200			26,163			38,987
Pre-tax income				18,751			23,744			47,433			34,380			62,279			43,974
Provision for income taxes				7,972			9,386			16,804			13,516			22,420			8,014
Net income			$	10,779		$	14,358		$	30,629		$	20,864		$	39,859		$	35,960
Other Financial Data:
EBITDA(3)			$	53,826		$	64,316		$	97,463		$	71,694		$	94,274		$	93,939
EBITDA, As Defined(3)				54,011			70,955			97,463			71,694			94,958			97,454
EBITDA, As Defined, margin(4)				35.9	%		35.3	%		39.2	%		39.7	%		42.2	%		41.9	%
Depreciation and amortization			$	6,512		$	8,646		$	13,492		$	10,114		$	5,832		$	10,978
Capital expenditures				4,368			4,486			3,816			2,140			3,930			3,930
Ratio of earnings to fixed charges(5)				1.6x			1.7x			2.3x			2.2x			3.3x			2.1x

	As of June 28, 2003
	Historical			Pro Forma
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	21,035		$	—
Working capital(6)		81,999			142,143
Total assets		426,816			1,344,801
Long-term debt, including current portion		399,164			695,000
Stockholders' equity (deficiency)		(42,529	)		513,384

(1)

Gross profit and operating income include the effect of the following non-cash charges relating to purchase accounting adjustments to inventory associated with the acquisition of various businesses and a lubrication and scavenge pump product line as follows (in thousands):

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		Historical										Pro Forma
								Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
		Fiscal Year Ended September 30,
Acquisition/merger								June 29, 2002		June 28, 2003		June 28, 2003
		2000		2001		2002
Christie Electric Corp.		$	185		—		—		—		—		—
Champion Aerospace Inc.			—	$	3,193		—		—		—		—
Lubrication and scavenge pump product line			—		3,446		—		—		—		—
Norco, Inc.			—		—		—		—	$	684		—
	Total	$	185	$	6,639	$	—	$	—	$	684	$	—

(2)

Holdings has no other interest expense. TransDigm was not an obligor or a guarantor under the 12% pay-in-kind senior notes due 2009 of Holdings ("PIK Notes"). On February 28, 2003, Holdings redeemed all of the outstanding PIK Notes for $32.8 million using existing cash balances of TransDigm.

(3)

The following table sets forth the calculation of EBITDA and EBITDA, As Defined. EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA, As Defined, represents EBITDA, plus inventory purchase accounting adjustments, certain other non-recurring merger expenses, warrant put value adjustments, non-cash compensation and deferred compensation charges, as applicable. We believe that the presentation of EBITDA and EDITDA, As Defined, will enhance an investor's understanding of our operating performance. EBITDA and EBITDA, As Defined, are also measures used by our senior management to evaluate the performance of our various lines of business and for other required or discretionary purposes, such as measuring performance under our employee incentive programs. Additionally, certain of our debt covenants are based upon a measure similar to EBITDA, As Defined. Neither EBITDA nor EBITDA, As Defined, is a measurement of financial performance under GAAP and neither should be considered as an alternative to (1) net income determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Our calculation of EBITDA and EBITDA, As Defined, may not be comparable to the calculation of similarly titled measures reported by other companies.

		Historical										Pro Forma
								Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
		Fiscal Year Ended September 30,
								June 29, 2002		June 28, 2003
		2000		2001		2002						June 28, 2003
		(in thousands)
Net income		$	10,779	$	14,358	$	30,629	$	20,864	$	39,859	$	35,960
Add:
	Depreciation and amortization		6,512		8,646		13,492		10,114		5,832		10,978
	Interest expense, net		28,563		31,926		36,538		27,200		26,163		38,987
	Provision for income taxes		7,972		9,386		16,804		13,516		22,420		8,014
	EBITDA		53,826		64,316		97,463		71,694		94,274		93,939
Add:
	Inventory purchase accounting adjustments*		185		6,639		—		—		684		—
	Non-cash compensation and deferred compensation charges**		—		—		—		—		—		3,515
	EBITDA, As Defined	$	54,011	$	70,955	$	97,463	$	71,694	$	94,958	$	97,454

*

Represents the purchase accounting adjustments to inventory relating to businesses and a lubrication and scavenge pump product line acquired by TransDigm that are charged to cost of sales when the inventory is sold.

**

Represents the pro forma adjustment recorded to recognize compensation expense that will result from the deferred compensation plans of TD Holding established contemporaneously with the consummation of the Transactions (see "Management—Rollover Options") and stock options issued to Holdings' management under the new stock option plan (see "Management—New Stock Option Plan").

(4)

The EBITDA, As Defined, margin represents the amount of EBITDA, As Defined, as a percentage of net sales.

(5)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and the portion (approximately 33%) of rental expense that management believes is representative of the interest component of rental expense.

(6)

Computed as total current assets less total current liabilities.

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RISK FACTORS

Participating in the exchange offer involves a high degree of risk. You should consider the risks described below carefully, together with the other information contained in this prospectus, before participating in the exchange offer. Any of the following risks, as well as other risks and uncertainties, could harm the value of the notes directly, or our business and financial results and thus indirectly cause the value of the notes to decline. The risks described below are not the only ones that could impact us or the value of the notes. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. As a result of any of these risks, known or unknown, you may lose all or part of your investment in the notes.

Risks Relating to the Notes

Our substantial indebtedness could adversely affect our financial health, harm our ability to react to changes to our business and could prevent us from fulfilling our obligations under our indebtedness, including the notes.

        As a result of the Transactions, we have a significant amount of indebtedness. As of June 28, 2003, on a pro forma basis, after giving effect to the Transactions and the tender and defeasance of $200 million of our outstanding 10³/8% senior subordinated notes due 2008 in connection with the Transactions, our total indebtedness would have been $695 million, excluding unused commitments under our new revolving loan facility, which would have represented approximately 57.5% of our total capitalization. For the thirty-nine week period ended June 28, 2003, on a pro forma basis, after giving effect to the Transactions and the tender and defeasance of $200 million of our outstanding 10³/8% senior subordinated notes due 2008 in connection with the Transactions, our interest expense for the thirty-nine week period ended June 28, 2003 would have been approximately $39 million.

        Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Our substantial debt could also have other important consequences. For example, it could:

•

increase our vulnerability to general economic downturns and adverse competitive and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to competitors that have less debt; and



•

limit our ability to raise additional financing on satisfactory terms or at all.

        Furthermore, our interest expense could increase if interest rates increase, because all of our debt under the credit agreement governing our new senior secured credit facilities, which includes a $295 million term loan facility and a revolving loan facility of $100 million, is expected to bear interest at floating rates, initially between adjusted LIBOR plus 3.00% to 3.50% or the alternate base rate plus 2.00% to 2.50%. The alternate base rate is the higher of (x) Credit Suisse First Boston's prime rate and (y) the Federal Funds Effective Rate plus 0.50%. See "Description of the New Senior Secured Credit Facilities."

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        We cannot be certain that our earnings will be sufficient to allow us to pay principal and interest on our debt, including the notes, and meet our other obligations. If we do not have sufficient earnings, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell more securities, none of which we can guarantee we will be able to do.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indenture governing the notes and the credit agreement governing our new senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and restrictions, and the indebtedness incurred in compliance with these restrictions could be substantial. For example, the $100 million revolving loan facility under our new senior secured credit facilities was undrawn on the date of the closing of the Transactions and may be drawn thereafter. Furthermore, the indenture for the notes specifically allows us to incur up to $60 million of additional bank debt. Any additional borrowings could be senior to the notes and the related guarantees. If we incur additional debt above current levels, the risks associated with our substantial leverage would increase.

        See "Capitalization," "Selected Historical Consolidated Financial Data," "Description of the New Senior Secured Credit Facilities" and "Description of the Exchange Notes."

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the notes and amounts borrowed under our new senior secured credit facilities, and to fund our operations, will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to us under our new senior secured credit facilities or otherwise in amounts sufficient to enable us to service our indebtedness, including the notes and amounts borrowed under the new senior secured credit facilities, or to fund our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all. In addition, the indenture for the notes and the credit agreement for our new senior secured credit facilities may restrict us from adopting any of these alternatives. Furthermore, neither Warburg Pincus nor any of its affiliates has any continuing obligation to provide us with debt or equity financing. Because of these and other factors beyond our control, we may be unable to pay the principal, premium, if any, interest or other amounts on the notes.

        See "Description of the New Senior Secured Credit Facilities" and "Description of the Exchange Notes."

The terms of our new senior secured credit facilities and the indenture governing the notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

        Our new senior secured credit facilities contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that

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may be in our long-term best interests. Our new senior secured credit facilities include covenants restricting, among other things, our ability to:

•

incur, assume or permit to exist additional indebtedness or guarantees;



•

incur liens and engage in sale leaseback transactions;



•

make capital expenditures;



•

make loans and investments;



•

declare dividends, make payments on or redeem or repurchase capital stock;



•

engage in mergers, acquisitions (but will permit the incurrence of certain indebtedness in connection with such acquisitions) and other business combinations;



•

prepay, redeem or purchase certain indebtedness, including the notes;



•

amend or otherwise alter terms of our indebtedness, including the notes, and other material agreements;



•

sell assets;



•

transact with affiliates; and



•

alter the business that we conduct.

        The indenture governing the notes also contains numerous operating and financial covenants including, among other things, restrictions on our ability to:

•

incur or guarantee additional debt;



•

issue preferred stock of restricted subsidiaries;



•

pay dividends or make other equity distributions;



•

purchase or redeem capital stock;



•

make certain investments;



•

enter into arrangements that restrict dividends from restricted subsidiaries;



•

engage in transactions with affiliates;



•

sell or otherwise dispose of assets; and



•

merge into or consolidate with another entity.

        Our new senior secured credit facilities also include financial covenants, including requirements that we maintain:

•

a minimum interest coverage ratio;



•

a minimum fixed charge coverage ratio; and



•

a maximum leverage ratio.

        These financial covenants will become more restrictive over time.

        A breach of any of these covenants or the inability to comply with the required financial ratios could result in a default under our new senior secured credit facilities or the notes. If any such default occurs, the lenders under our new senior secured credit facilities and the holders of the notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under our new senior secured credit

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facilities also have the right, if such default occurs, to terminate any commitments they have to provide further borrowings. In addition, following an event of default under our new senior secured credit facilities, the lenders under these facilities have the right to proceed against the collateral granted to them to secure the debt, which includes our available cash, and they also have the right to prevent us from making debt service payments on the notes. If the debt under our new senior secured credit facilities, the original notes or the exchange notes offered hereby were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full the notes and our other debt.

Your right to receive payments on the notes is subordinated to the borrowings under our new senior secured credit facilities and possibly all of our future borrowings. Further, the guarantees of the notes are junior to all of the guarantors' existing senior indebtedness and possibly to all of the guarantors' future borrowings.

        The notes and the guarantees rank behind all of our and the guarantors' existing senior indebtedness, including the new senior secured credit facilities, and rank behind all of our and the guarantors' future borrowings, in each case, except any future indebtedness that expressly provides that it ranks equal with, or junior in right of payment to, the notes and the guarantees, as applicable. On a pro forma basis, as of June 28, 2003, after giving effect to the Transactions and the tender and defeasance of $200 million of our outstanding 10³/8% senior subordinated notes due 2008 in connection with the Transactions, the notes and the guarantees would have been subordinated to approximately $295 million of senior debt. In addition, our new senior secured credit facilities and the indenture governing the notes would have permitted up to approximately $100 million in additional borrowings under our new revolving loan facility, subject, in the case of our new senior secured credit facilities, to compliance with the covenants and conditions to borrowings under the new senior secured credit facilities, which borrowings would be senior to the notes and the guarantees. Furthermore, the indenture governing the notes specifically allows us to incur up to $60 million of additional bank debt. We are permitted to incur substantial additional indebtedness, including senior indebtedness, in the future.

        As a result of this subordination, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the senior debt of the guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the notes or the guarantees.

        All payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on designated senior debt.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the notes will participate with the trade creditors and all other holders of our and the guarantors' senior subordinated indebtedness in the assets remaining after we and the guarantors have paid all of our and their senior secured indebtedness, respectively. However, because the indenture requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables or other unsecured, unsubordinated creditors in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our and their creditors, respectively, and holders of the notes may receive less, ratably, than the holders of senior indebtedness.

The notes are not secured by our assets nor those of our guarantors, and the lenders under our new senior secured credit facilities are entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

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        In addition to being subordinated to all our existing and future senior debt, the notes and the guarantees are not secured by any of our assets. Our obligations under our new senior secured credit facilities are secured by, among other things, a first priority pledge of all our common stock, substantially all our assets and substantially all the assets of certain of the guarantors. If we become insolvent or are liquidated, or if payment under our new senior secured credit facilities or in respect of any other secured indebtedness is accelerated, the lenders under our new senior secured credit facilities or holders of other secured indebtedness are entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to our new senior secured credit facilities or other senior debt). Upon the occurrence of any default under our new senior secured credit facilities (and even without accelerating the indebtedness under our new senior secured credit facilities), the lenders may be able to prohibit the payment of the notes and guarantees either by limiting our ability to access our cash flow or under the subordination provisions contained in the indenture governing the notes. See "Description of the New Senior Secured Credit Facilities" and "Description of the Exchange Notes—Ranking—Subordination; Payment of Notes."

Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes.

        A portion of the proceeds from the sale of the original notes were applied, together with other available funds, to make payments to the holders of capital stock, in-the-money stock options and the warrant of Holdings in connection with the Transactions. Our issuance of the notes and the issuance of the guarantees by the guarantors may be subject to review under federal and state fraudulent transfer and conveyance statutes if a bankruptcy, liquidation or reorganization case or a lawsuit, including circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, our unpaid creditors or unpaid creditors of our guarantors. While the relevant laws may vary from state to state, under such laws the issuance of the notes and the guarantees and the application of the proceeds therefrom will be a fraudulent conveyance if (1) we issued the notes and the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, in the case of (2) only, one of the following is true:

•

we or any of the guarantors were or was insolvent, or rendered insolvent, by reason of such transactions;



•

we or any of the guarantors were or was engaged in a business or transaction for which our or the applicable guarantor's assets constituted unreasonably small capital; or



•

we or any of the guarantors intended to, or believed that we or it would, be unable to pay debts as they matured.

        If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or subordinate the notes or such guarantee to presently existing and future indebtedness of ours or of the applicable guarantor, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any payment on the notes.

        The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts was greater than the fair value of all its assets;

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•

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts and liabilities as they become due; or



•

it cannot pay its debts as they become due.

        A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its subsidiary guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the notes. Each subsidiary guarantee will contain a provision intended to limit the subsidiary guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under fraudulent transfer law.

You cannot be sure that an active trading market will develop for the exchange notes.

        The exchange notes are a new issue of securities and there is no established trading market for the exchange notes. Although the exchange notes have been designated for trading in The Portal^sm Market, we do not intend to apply to list the exchange notes for trading on any securities exchange or to arrange for quotation on any automated dealer quotation system.

        As a result of the above and the other factors listed below, an active trading market for the exchange notes may not develop, in which case the market price and liquidity of the exchange notes may be adversely affected.

        In addition, you may not be able to sell your exchange notes at a particular time or at a price favorable to you. Future trading prices of the exchange notes will depend on many factors, including:

•

our operating performance and financial condition;



•

our prospects or the prospects for companies in our industry generally;



•

our ability to complete the exchange offer for registered notes or to register the exchange notes for resale;



•

the interest of securities dealers in making a market in the notes;



•

the market for similar securities; and



•

prevailing interest rates.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the exchange notes will be subject to disruptions. A disruption may have a negative effect on you as a holder of the exchange notes, regardless of our prospects or performance.

        Although the initial purchasers of the original notes have advised us that they intend to make a market in the notes, they are not obligated to do so. The initial purchasers may also discontinue any market making activities at any time, in their sole discretion, which could further negatively impact your ability to sell the exchange notes or the prevailing market price at the time you choose to sell.

We may not be able to fulfill our repurchase obligations in the event of a change of control.

        Upon the occurrence of any change of control, we are required to make a change of control offer to repurchase the notes. Any change of control would also constitute a default under our new senior secured credit facilities. Therefore, upon the occurrence of a change of control, the lenders under our new senior secured credit facilities would have the right to accelerate their loans, and we would be required to repay all of our outstanding obligations under our new senior secured credit facilities. Also, as our new senior secured credit facilities generally prohibit us from purchasing any notes, if we do not repay all borrowings under our new senior secured credit facilities first or obtain the consent of the

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lenders under our new senior secured credit facilities, we will be prohibited from purchasing the notes upon a change of control.

        In addition, if a change of control occurs, there can be no assurance that we will have available funds sufficient to pay the change of control purchase price for any of the notes that might be delivered by holders of the notes seeking to accept the change of control offer and, accordingly, none of the holders of the notes may receive the change of control purchase price for their notes. Our failure to make the change of control offer or to pay the change of control purchase price when due would result in a default under the indenture governing the notes. See "Description of the Exchange Notes—Events of Default."

Risks Associated with the Exchange Offer

You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer.

        If you do not exchange your original notes for exchange notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legends on the original notes. In general, you may not offer, sell or otherwise transfer the original notes in the United States unless they are:

•

registered under the Securities Act:



•

offered or sold under an exemption from the Securities Act and applicable state securities laws; or



•

offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

        Currently, we do not anticipate that we will register the original notes under the Securities Act. Except for limited instances involving the initial purchasers or holders of original notes who are not eligible to participate in the exchange offer or who receive freely transferable exchange notes in the exchange offer, we will not be under any obligation to register the original notes under the Securities Act under the registration rights agreement or otherwise. Also, if the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no liquidated damages will be payable on your original notes.

Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer.

        To the extent that original notes are exchanged in the exchange offer, the trading market for the original notes that remain outstanding may be significantly more limited. As a result, the liquidity of the original notes not tendered for exchange in the exchange offer could be adversely affected. The extent of the market for original notes will depend upon a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market in the original notes. An issue of securities with a similar outstanding market value available for trading, which is called the "float," may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for original notes that are not exchanged in the exchange offer may be affected adversely to the extent that original notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the original notes that are not exchanged more volatile.

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There are state securities law restrictions on the resale of the exchange notes.

        In order to comply with the securities laws of certain jurisdictions, the exchange notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. Currently, we do not intend to register or qualify the resale of the exchange notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

Some holders who exchange their original notes may be deemed to be underwriters.

        If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

We will not accept your original notes for exchange if you fail to follow the exchange offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes.

        We will issue exchange notes as part of the exchange offer only after a timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange. See "The Exchange Offer."

Risks Relating to Our Business

Future terrorist attacks may have a material adverse impact on our business.

        Following the September 11, 2001 terrorist attacks, passenger traffic on commercial flights has been significantly lower than prior to the attacks and many commercial airlines reduced their operating schedules. Overall, the terrorist attacks resulted in billions of dollars in losses to the airlines industry. Several airlines, including United Airlines and US Airways, filed for bankruptcy protection (although US Airways recently completed its Chapter 11 reorganization and emerged from bankruptcy). Any future acts of terrorism and any allied military response to such acts could result in further acts of terrorism and additional hostilities, including possible retaliatory attacks on sovereign nations, as well as financial, economic and political instability. While the precise effects of such instability on our industry and our business is difficult to determine, it could result in further reductions in the use of commercial aircraft. If demand for new aircraft and spare parts decreases, demand for certain of our products would also decrease.

Our business is sensitive to the number of flight hours that our customers' planes spend aloft and to our customers' profitability. These items are, in turn, affected by general economic conditions. In addition, our sales to manufacturers of new large aircraft are cyclical.

        We compete in the aircraft component segment of the aerospace industry. Our business is directly affected by economic factors and other trends that affect our customers, including projected market growth that may not materialize or be sustainable. Specifically, the aircraft component segment is sensitive to, among other factors, changes in the number of miles flown by paying customers of commercial airlines, which we refer to as revenue passenger miles, or RPMs, and, to a lesser extent, to

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changes in the profitability of the commercial airline industry and the size and age of the worldwide aircraft fleet.

        Revenue passenger miles and airline profitability have historically been correlated with the general economic environment, although national and international events can also play a key role. For example, RPMs declined primarily as a result of increased security concerns among airline customers following the events of September 11, 2001. See "—Future terrorist attacks may have a material adverse impact on our business." Any future reduction would reduce the use of commercial aircraft and, consequently, the need for spare parts and new aircraft. During periods of reduced airline profitability, some airlines may elect to delay purchases of spare parts, preferring instead to deplete existing inventories or file for bankruptcy protection. If demand for new aircraft and spare parts decreases, there would be a decrease in demand for certain of our products. Therefore, any future decline in RPMs, airline profitability or the size of the worldwide aircraft fleet, for any reason, could have a material adverse effect on our business.

        In addition, sales to manufacturers of large commercial aircraft, which accounted for approximately 13% of our net sales in our fiscal year ended September 30, 2002, or fiscal 2002, have historically experienced periodic downturns. In the past, these sales have been affected by airline profitability, which is impacted by fuel and labor costs and price competition, among other things. As a result of the events of September 11, 2001 and a weakened economy, many industry analysts expect aircraft deliveries to remain depressed relative to pre-September 11^th levels. Prior downturns have adversely affected our net sales, gross margin and net income. These and certain other factors that may cause a downturn in sales to manufacturers of large commercial aircraft in the future may have a material adverse effect on our business.

We rely heavily on certain customers for much of our sales.

        Our three largest customers for fiscal 2002, were Aviall (a distributor of aftermarket parts to airlines throughout the world), the United States government and Honeywell International, Inc. Each of these customers accounted for approximately 11% of our net sales in fiscal 2002. Our top ten customers for fiscal 2002 accounted for approximately 60% of our net sales. The loss of, or any significant decrease in our sales to, any one or more of these key customers could have a material adverse effect on our business.

We generally do not have guaranteed future sales of our products. Further, we enter into fixed price contracts with some of our customers, so we take the risk for cost overruns.

        As is customary in our business, we do not have long-term contracts with most of our aftermarket customers and therefore do not have guaranteed future sales. Although we have long-term contracts with many of our OEM customers, some of those customers may terminate these contracts on short notice and, in many other cases, our customers have not committed to buy any minimum quantity of our products. In addition, in certain cases, we must anticipate the future volume of orders based upon the historic purchasing patterns of customers and upon our discussions with customers as to their anticipated future requirements. Cancellations, reductions or delays in orders by a customer or a group of customers could have a material adverse effect on our business, financial condition and results of operations.

        We also have entered into multi-year, fixed-price contracts with some of our OEM customers, where we have agreed to perform the work for a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs for making these products. Sometimes we accept a fixed-price contract for a product that we have not yet produced, which increases the risks of delays or cost overruns.

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        Most of our contracts do not permit us to recover for increases in input prices, taxes or labor costs, although some contracts provide for renegotiation to address certain material adverse changes. Any such increases are likely to have an adverse effect on our business.

A decline in the U.S. defense budget or the defense budget of foreign governments may adversely affect our sales of parts used in military aircraft.

        Approximately 28% of our pro forma net sales in the thirty-nine week period ended June 28, 2003 were related to products used in military aircraft, most of which were spare parts provided to various governmental agencies.

        The United States' defense budget has fluctuated in recent years, at times resulting in reduced demand for new aircraft and spare parts. In addition, foreign military sales are affected by U.S. government regulations, regulations of the purchasing foreign government and political uncertainties in the United States and abroad. The United States' defense budget may continue to fluctuate, and may decline, and sales of defense related items to foreign governments may decrease. A reduction in expenditures by the U.S. or foreign governments for aircraft using our products or lower margins resulting from increasingly competitive procurement policies would have an adverse effect on our results of operations.

        In addition, the terms of defense contracts with the U.S. government generally permit the government to terminate contracts partially or completely, with or without cause, at any time. Approximately 11% of our net sales in fiscal 2002 were to the U.S. government. Any unexpected termination of a significant government contract would have an adverse effect on our business.

Our business would be adversely affected if we lost our government or industry approvals or if more onerous government regulations were enacted or industry oversight increased.

        The aerospace component industry is highly regulated in the United States and in other countries. In order to sell our components, we and the components we manufacture must be certified by the Federal Aviation Administration, the United States Department of Defense and similar agencies in foreign countries and by individual manufacturers.

        If new and more stringent government regulations are adopted or if industry oversight increases we might incur significant expenses to comply with any new regulations or heightened industry oversight. If material authorizations or approvals were revoked or suspended, our business would be adversely affected.

        To the extent that we operate outside the United States, we are subject to the Foreign Corrupt Practices Act, or FCPA, which generally prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. In particular, we may be held liable for actions taken by our strategic or local partners even though such partners are foreign companies that are not subject to the FCPA. Any determination that we have violated the FCPA could result in sanctions that could have a material adverse effect on our business.

We are dependent on our highly trained employees and any work stoppage or difficulty hiring similar employees would adversely affect our business.

        Because our products are complicated and highly engineered, we are highly dependent on an educated and trained workforce. There is substantial competition for skilled personnel in the aircraft component industry and we could be adversely affected by a shortage of skilled employees. We may not be able to fill new positions or vacancies created by expansion or turnover or attract and retain qualified personnel.

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        At June 28, 2003, approximately 12% of our employees were represented by the United Steelworkers Union, and approximately 6% were represented by the United Automobile, Aerospace and Agricultural Implement Workers of America. Our collective bargaining agreements with these labor unions expire in April 2005 and November 2004, respectively. Although we believe that our relations with our employees are good, we cannot assure you that we will be able to negotiate a satisfactory renewal of these collective bargaining agreements or that our employee relations will remain stable. Because we maintain a relatively small inventory of finished goods, any work stoppage could have a material adverse effect on our business.

If we lose our senior management, our business may be adversely affected.

        Our success is dependent upon the efforts of our senior management, as well as on our ability to attract and retain senior management. There is substantial competition for these kinds of personnel in the aircraft component industry. We may not be able to retain our existing senior management, fill new positions or vacancies created by expansion or turnover, or attract additional qualified senior management personnel. We have not entered into employment agreements with any of our key executive officers, other than our President and Chief Executive Officer, W. Nicholas Howley. The loss of any of our key executive officers could have a material adverse effect on our business.

We cannot assure you as to when or if we will be able to achieve all of our expected cost savings in connection with the Norco acquisition.

        Our decision to pursue the Norco acquisition was based in part on our belief that there are significant cost-saving opportunities for us. After performing a detailed review of our and Norco's operations to identify areas of overlap, we have formulated a detailed integration plan in order to achieve these expected cost savings.

        We cannot assure you as to when or if the cost savings we expect to achieve in connection with the Norco acquisition will be realized. A variety of risks could cause us not to achieve the benefits of the expected cost savings, including, among others, the following:

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higher than expected severance costs related to staff reductions;



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higher than expected retention costs for employees that will be retained;



•

delays in the anticipated timing of activities related to the integration plan; and



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other unexpected costs associated with operating the combined business.

        If we fail to achieve the cost savings for these or other reasons, we may not realize any or all of the expected benefits from the Norco acquisition.

Our business is dependent on the availability of certain components and raw materials that we buy from suppliers.

        Our business is affected by the price and availability of the raw materials and component parts that we use to manufacture our components. Our business, therefore, could be adversely impacted by factors affecting our suppliers (such as the destruction of our suppliers' facilities or their distribution infrastructure, a work stoppage or strike by our suppliers' employees or the failure of our suppliers to provide materials of the requisite quality), or by increased costs of such raw materials or components if we were unable to pass along such price increases to our customers. Because we maintain a relatively small inventory of raw materials and component parts, our business could be adversely affected if we were unable to obtain these raw materials and components from our suppliers in the quantities we require or on favorable terms. Although we believe that we could identify alternative suppliers, or alternative raw materials or component parts, the lengthy and expensive FAA and OEM certification processes associated with aerospace products could prevent efficient replacement of a supplier, raw material or component part and could have a material adverse effect on our business.

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We could incur substantial costs as a result of violations of or liabilities under environmental laws.

        Our operations and facilities are subject to a number of federal, state and local environmental laws and regulations that govern, among other things, discharges of pollutants into the air and water and the handling, storage and disposal of hazardous materials. We could incur substantial costs, including clean-up costs, fines and sanctions and third party property damage or personal injury claims, as a result of violations of or liabilities under environmental laws, relevant common law or the environmental permits required for our operations.

        Pursuant to certain environmental laws, a current or previous owner or operator of a contaminated site may be held liable for the entire cost of investigation, removal or remediation of hazardous materials at such property, whether or not the owner or operator knew of, or was responsible for, the presence of any hazardous materials. Persons who arrange for the disposal or treatment of hazardous materials also may be held liable for such costs at a disposal or treatment site, regardless of whether the affected site is owned or operated by them. Contaminants have been detected at some of our present and former sites, principally in connection with historical operations, and investigations and/or clean-ups have been undertaken by us or by former owners of the sites. We also receive inquiries and notices of potential liability with respect to offsite disposal facilities from time to time. Although we are not aware of any sites for which material obligations exist, the discovery of additional contaminants or the imposition of additional clean-up obligations could result in significant liability.

        Although compliance and clean-up costs have not been material in the past and are not expected to be material in the future, the imposition of additional or more stringent requirements or unexpected investigations and clean-up obligations could result in significant costs and could have a material adverse effect on our business, results of operations or financial condition.

Our international business exposes us to risks relating to increased regulation and political or economic instability, globally or within certain foreign countries.

        Although we manufacture all of our products in the United States, we purchase some of the components that we use in our products from foreign suppliers. In addition, our direct sales to foreign customers were approximately $63.8 million in the thirty-nine week period ended June 28, 2003 and $59.4 million, $54.8 million and $36.2 million in fiscal 2002, fiscal 2001 and fiscal 2000, respectively. In addition, a portion of the products we sell to domestic distributors is resold to foreign end-users. All of these sales are subject to numerous additional risks, including currency fluctuations, differing protection of intellectual property, foreign customs and tariffs, political uncertainties and differences in business practices.

        Foreign governments could adopt regulations or take other actions that would have a direct or indirect adverse impact on our business or market opportunities abroad. Furthermore, the political, cultural and economic climate outside the United States may not be favorable to our business and growth strategy.

We intend to pursue future acquisitions and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms or effectively integrate new operations.

        A significant portion of our growth has occurred through acquisitions. Any future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions that we believe will present opportunities consistent with our value generation strategy. We may pay for future acquisitions from internally generated funds, bank borrowings, public or private securities offerings, or some combination of these methods. However, we may not be able to find suitable acquisition candidates to purchase or may be unable to acquire desired businesses or assets on economically acceptable terms. In addition, we may not be able to raise the money necessary to

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complete future acquisitions. In the event we are unable to complete future strategic acquisitions, we may not grow in accordance with our expectations. In addition, acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect.

        We regularly engage in discussions with respect to potential acquisition and investment opportunities. If we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions would likely result in the incurrence of debt and contingent liabilities and an increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs, which could have a material adverse effect on our results of operations or financial condition.

        In addition, we cannot guarantee that we will be able to successfully integrate any business we acquire into our existing business or that any acquired businesses will be profitable. The successful integration of new businesses depends on our ability to manage these new businesses and cut excess costs. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service and attract customers and develop new products and services. In addition, because we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight. Our inability to complete the integration of new businesses in a timely and orderly manner could have a material adverse effect on our results of operations and financial condition.

We have recorded a significant amount of intangible assets, which may never generate the returns we expect.

        Our acquisitions have resulted in significant increases in identifiable intangible assets and goodwill. Identifiable intangible assets, which include trademarks and trade names, license agreements and technology acquired in acquisitions, were approximately $41.4 million at June 28, 2003, representing approximately 9.7% of our total assets. Goodwill, which relates to the excess of cost over the fair value of the net assets of the businesses acquired, was approximately $203.3 million at June 28, 2003, representing approximately 47.6% of our total assets. Both goodwill and identifiable intangible assets are expected to increase substantially as a result of the Transactions.

        Goodwill and identifiable intangible assets are recorded at fair value on the date of acquisition and, under Financial Accounting Standards Board Statement No. 142, "Goodwill and Other Intangible Assets," are reviewed at least annually for impairment. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of the acquired business, and a variety of other circumstances. The amount of any impairment must be written off. We may never realize the full value of our intangible assets. Any future determination requiring the write-off of a significant portion of intangible assets would have an adverse effect on our financial condition and results of operations.

We face significant competition.

        We operate in a highly competitive global industry and compete against a number of companies, including divisions of larger companies, some of which have significantly greater resources than us, and therefore may be able to adapt more quickly to new or emerging technologies and changes in customer requirements, or devote greater resources to the promotion and sale of their products than we can. Competitors in our product lines are both U.S. and foreign companies and range in size from divisions of large corporations to small privately held entities. We believe that our ability to compete depends on high product performance, consistent high quality, short lead-time and timely delivery, competitive

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pricing, superior customer service and support and continued certification under customer quality requirements and assurance programs. We may have to adjust the prices of some of our products to stay competitive. Our inability to compete successfully with respect to these or other factors may materially adversely affect our business and financial condition.

We could be adversely affected as a result of a lawsuit if one of our components causes an aircraft to crash and we are not covered by our insurance policies.

        Our operations expose us to potential liabilities for personal injury or death as a result of the failure of an aircraft component that has been designed, manufactured or serviced by us. While we believe that our liability insurance is adequate to protect us from future products liability claims, if such claims were to arise such insurance coverage may not be adequate.

        Additionally, we may not be able to maintain insurance coverage in the future at an acceptable cost. Any such liability not covered by insurance or for which third party indemnification is not available could have a material adverse effect on our business.

Warburg Pincus controls us.

        Upon completion of the Transactions on July 22, 2003, Warburg Pincus beneficially owned, as defined in the Exchange Act, approximately 70% of TD Holding's outstanding common stock. TD Holding owns all of the outstanding capital stock of Holdings. Warburg Pincus can elect a majority of the members of our board of directors and a majority of the members of Holdings' board of directors, appoint new management and approve any action requiring the approval of our stockholders, including amendment of our certificate of incorporation and mergers or sales of substantially all of our assets. The directors elected by Warburg Pincus are authorized to make decisions affecting our capital structure, including decisions to issue additional capital stock, implement stock repurchase programs and declare dividends. Our interests and the interests of our affiliates could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity holders might conflict with your interests as a note holder. In addition, our equity holders may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the notes. Furthermore, Warburg Pincus may in the future own businesses that directly compete with ours. For information concerning the composition of our management team following the merger, see "Management."

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of exchange notes in the exchange offer. The exchange notes will evidence the same debt as the original notes tendered in exchange for exchange notes. Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness.

        The net proceeds of the original notes were approximately $385.3 million after deducting the initial purchasers' discount and expenses related to the issuance of the original notes. The net proceeds from the sale of the original notes were used to pay the merger consideration to Holdings' then existing common and preferred stockholders, in-the-money option holders and warrant holder, to repay all of our then existing indebtedness ($197.5 million of variable interest rate term loans under our then existing senior credit facility which were scheduled for maturity in May 2006 and May 2007 and $200 million of aggregate principal amount of 10³/8% senior subordinated notes due 2008) and to pay related fees and expenses.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        On July 15, 2003, we offered the original notes in a transaction exempt from registration under the Securities Act. Accordingly, the original notes may not be reoffered, resold or otherwise transferred in the United States, unless so registered or unless an exemption from the Securities Act registration requirements is available. Pursuant to a registration rights agreement with the initial purchasers of the original notes, we and the guarantors agreed, for the benefit of holders of the original notes, to:

•

no later than 90 days after the Issue Date, as defined in "Description of the Exchange Notes," file a registration statement with the SEC with respect to a registered offer to exchange the original notes for exchange notes that will be issued under the same indenture, in the same aggregate principal amount as and with terms that are substantially identical in all material respects to the original notes, except that they will not contain terms with respect to transfer restrictions;



•

use our reasonable best efforts to cause the registration statement to be declared effective under the Securities Act within 180 days after the Issue Date; and



•

as soon as practicable after the effectiveness of the registration statement, offer the exchange notes in exchange for surrender of the original notes.

        For each original note tendered to us pursuant to the exchange offer, we will issue to the holder of such original note an exchange note having a principal amount equal to that of the surrendered original note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the original note surrendered in exchange therefor, or, if no interest has been paid on such original note, from the date of its original issue.

        Under existing SEC interpretations, the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not an affiliate of ours, as such terms are interpreted by the SEC; provided, however, that broker-dealers ("Participating Broker-Dealers") receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. The SEC has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the original notes) with the prospectus contained in the exchange offer registration statement.

        Under the registration rights agreement, we are required to allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of such exchange notes for 180 days following the effective date of such registration statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus).

        A holder of original notes (other than certain specified holders) who wishes to exchange such original notes for exchange notes in the exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes and that it is not an "affiliate" of ours, as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

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        Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

Shelf Registration Statement

        In the event that:

        (1)   applicable interpretations of the staff of the SEC do not permit us to effect the exchange offer;

        (2)   for any other reason we do not consummate the exchange offer within 220 days of the Issue Date;

        (3)   an initial purchaser notifies us following consummation of the exchange offer that original notes held by it are not eligible to be exchanged for exchange notes in the exchange offer; or

        (4)   certain holders are prohibited by law or SEC policy from participating in the exchange offer or may not resell the exchange notes acquired by them in the exchange offer to the public without delivering a prospectus,

then, we will, subject to certain exceptions,

        (1)   promptly file a shelf registration statement (the "Shelf Registration Statement") with the SEC covering resales of the original notes or the exchange notes, as the case may be;

        (2)   (A) in the case of clause (1) above, use our reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 180th day after the Issue Date and (B) in the case of clause (2), (3) or (4) above, use our reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the Shelf Registration Statement is required to be filed; and

        (3)   keep the Shelf Registration Statement effective until the earliest of (A) the time when the notes covered by the Shelf Registration Statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the Issue Date and (C) the date on which all notes registered thereunder are disposed of in accordance therewith.

        We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the original notes or the exchange notes, as the case may be. A holder selling such original notes or exchange notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

Liquidated Damages

        We will pay additional cash interest on the original notes and exchange notes, subject to certain exceptions,

        (1)   if we fail to file an exchange offer registration statement with the SEC on or prior to the 90th day after the Issue Date;

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        (2)   if obligated to file the Shelf Registration Statement pursuant to clauses 2(A) or 2(B) above, we fail to file the Shelf Registration Statement with the SEC on or prior to the 60th day (the "Shelf Filing Date") after the date on which the obligation to file a Shelf Registration Statement arises;

        (3)   if the exchange offer registration statement is not declared effective by the SEC on or prior to the 180th day after the Issue Date or, if obligated to file a Shelf Registration Statement pursuant to clause 2(A) above, a Shelf Registration Statement is not declared effective by the SEC on or prior to the 180th day after the Issue Date;

        (4)   if the exchange offer is not consummated on or before the 40th day after the exchange offer registration statement is declared effective;

        (5)   if obligated to file the Shelf Registration Statement pursuant to clause 2(B) above, the Shelf Registration Statement is not declared effective on or prior to the 60th day after the Shelf Filing Date; or

        (6)   after the exchange offer registration statement or the Shelf Registration Statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (1) through (6) a "Registration Default");

        from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured.

        The rate of the additional interest will be $0.05 per week per $1,000 principal amount of notes for the first 90-day period immediately following the occurrence of a Registration Default, and such rate will increase by an additional $0.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the original notes and the exchange notes.

        We will be entitled to consummate the exchange offer on the expiration date, provided that we have accepted all original notes previously validly tendered in accordance with the terms set forth in this prospectus and the applicable letter of transmittal.

Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires on the expiration date. The expiration date is 5:00 p.m., New York City time, on                        , 2003, unless we, in our sole discretion, extend the period during which the exchange offer is open, in which event the expiration date is the latest time and date on which the exchange offer, as so extended by us, expires. We reserve the right to extend the exchange offer at any time and from time to time prior to the expiration date by giving written notice to The Bank of New York, as the exchange agent, and by timely public announcement communicated in accordance with applicable law or regulation. During any extension of the exchange offer, all original notes previously tendered pursuant to the exchange offer and not validly withdrawn will remain subject to the exchange offer.

        The exchange date will occur promptly after the expiration date. We expressly reserve the right to:

•

terminate the exchange offer and not accept for exchange any original notes for any reason, including if any of the events set forth below under "—Conditions to the Exchange Offer" shall have occurred and shall not have been waived by us; and

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•

amend the terms of the exchange offer in any manner, whether before or after any tender of the original notes.

        If any such termination or amendment occurs, we will notify the exchange agent in writing and either will issue a press release or will give written notice to the holders of the original notes as promptly as practicable. Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the original notes on the exchange date.

        If we waive any material condition to the exchange offer, or amend the exchange offer in any other material respect, and if at the time that notice of such waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the exchange offer is scheduled to expire at any time earlier than the expiration of a period ending on the fifth business day from, and including, the date that such notice is first so published, sent or given, then the exchange offer will be extended until the expiration of such five business day period.

        This prospectus and the related letters of transmittal and other relevant materials will be mailed by us to record holders of original notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

        Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

Terms of the Exchange Offer

        We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange $1,000 in principal amount of exchange notes for each $1,000 in principal amount of outstanding original notes. We will accept for exchange any and all original notes that are validly tendered on or before 5:00 p.m., New York City time, on the expiration date. Tenders of the original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. The exchange offer is not conditioned upon any minimum principal amount of original notes being tendered for exchange. However, the exchange offer is subject to the terms of the registration rights agreement and the satisfaction of the conditions described under "—Conditions of the Exchange Offer." Original notes may be tendered only in multiples of $1,000. Holders of original notes may tender less than the aggregate principal amount represented by their original notes if they appropriately indicate this fact on the letter of transmittal accompanying the tendered original notes or indicate this fact pursuant to the procedures for book-entry transfer described below.

        As of the date of this prospectus, $400 million in aggregate principal amount of the original notes were outstanding. Solely for reasons of administration, we have fixed the close of business on                        , 2003 as the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. Only a holder of the original notes, or the holder's legal representative or attorney-in-fact, whose ownership is reflected in the records of The Bank of New York, as registrar, or whose original notes are held of record by the depositary, may participate in the exchange offer. There will be no fixed record date for determining the eligible holders of the original notes who are entitled to participate in the exchange offer. We believe that, as of the date of this prospectus, no holder of original notes is our "affiliate," as defined in Rule 405 under the Securities Act.

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        We will be deemed to have accepted validly tendered original notes when, as and if we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of original notes and for purposes of receiving the exchange notes from us. If any tendered original notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted original notes will be returned, without expense, to the tendering holder as promptly as practicable after the expiration date.

        Holders of original notes do not have appraisal or dissenters' rights under applicable law or the indenture governing the original notes as a result of the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations under the Exchange Act, including Rule 14e-1.

        Holders who tender their original notes in the exchange offer will not be required to pay brokerage commissions or fees or, following the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes under the exchange offer. We will pay all charges and expenses, other than transfer taxes in some circumstances, in connection with the exchange offer. See "—Solicitation of Tenders; Expenses" for more information about the costs of the exchange offer.

        We do not make any recommendation to holders of original notes as to whether to tender any of their original notes under the exchange offer. In addition, no one has been authorized to make any recommendation. Holders of original notes must make their own decision whether to participate in the exchange offer and, if the holder chooses to participate in the exchange offer, the aggregate principal amount of original notes to tender, after reading carefully this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

How to Tender

        The tender to us of original notes by you pursuant to one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the applicable letter of transmittal.

General Procedures. A holder of an original note may tender the same by (i) properly completing and signing the applicable letter of transmittal or a facsimile thereof (all references in this prospectus to the letter of transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates representing the original notes being tendered and any required signature guarantees (or a timely confirmation of a book-entry transfer, which we refer to herein as a Book-Entry Confirmation, pursuant to the procedure described below), to the exchange agent at its address set forth on the inside back cover of this prospectus on or prior to the expiration date or (ii) complying with the guaranteed delivery procedures described below.

        If tendered original notes are registered in the name of the signer of the letter of transmittal and the exchange notes to be issued in exchange therefor are to be issued (and any untendered original notes are to be reissued) in the name of the registered holder, the signature of such signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a firm, which we refer to herein as an Eligible Institution, that is a member of a recognized signature guarantee medallion program, which we refer to herein as an Eligible Program, within the meaning of Rule 17Ad-15 under the Exchange Act. If the exchange notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, the signature on the letter of transmittal must be guaranteed by an Eligible Institution.

        Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should

33

contact such holder promptly and instruct such holder to tender original notes on such beneficial owner's behalf. If such beneficial owner wishes to tender such original notes himself, such beneficial owner must, prior to completing and executing the letter of transmittal and delivering such original notes, either make appropriate arrangements to register ownership of the original notes in such beneficial owner's name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

        Book-Entry Transfer.    The exchange agent will make a request to establish an account with respect to the original notes at The Depository Trust Company, which we refer to herein as the Book-Entry Transfer Facility, for purposes of the exchange offer within two business days after receipt of this prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry deliver of original notes by causing the Book-Entry Transfer Facility to transfer such original notes into the exchange agent's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures for transfer. However, although delivery of original notes may be effected through book-entry transfer at the Book-Entry Transfer Facility, the letter of transmittal, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address specified on the inside back cover page of this prospectus on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

The method of delivery of original notes and all other documents is at your election and risk. If sent by mail, we recommend that you use registered mail, return receipt requested, obtain proper insurance, and complete the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

        Guaranteed Delivery Procedures.    If a holder desires to accept the exchange offer and time will not permit a letter of transmittal or original notes to reach the exchange agent before the expiration date, a tender may be effected if the exchange agent has received at its office listed on the inside back cover of this prospectus on or prior to the expiration date a letter or facsimile transmission from an Eligible Institution setting forth the name and address of the tendering holder, the names in which the original notes are registered, the principal amount of the original notes and, if possible, the certificate numbers of the original notes to be tendered, and stating that the tender is being made thereby and guaranteeing that within three business days after the date of execution of such letter or facsimile transmission by the Eligible Institution, the original notes, in proper form for transfer, will be delivered by such Eligible Institution together with a properly completed and duly executed letter of transmittal (and any other required documents). Unless original notes being tendered by the above-described method (or a timely Book-Entry Confirmation) are deposited with the exchange agent within the time period set forth above (accompanied or preceded by a properly completed letter of transmittal and any other required documents), we may, at our option, reject the tender. Copies of a Notice of Guaranteed Delivery that may be used by Eligible Institutions for the purposes described in this paragraph are being delivered with this prospectus and the related letter of transmittal.

        A tender will be deemed to have been received as of the date when the tendering holder's properly completed and duly signed letter of transmittal accompanied by the original notes (or a timely Book-Entry Confirmation) is received by the exchange agent. Issuances of exchange notes in exchange for original notes tendered pursuant to a Notice of Guaranteed Delivery or letter or facsimile transmission to similar effect (as provided above) by an Eligible Institution will be made only against deposit of the letter of transmittal (and any other required documents) and the tendered original notes (or a timely Book-Entry Confirmation).

        All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of original notes will be determined by us and our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the

34

acceptances for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. None of us, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer (including the letters of transmittal and the instructions thereto) will be final and binding.

Terms and Conditions of the Letters of Transmittal

        The letters of transmittal contain, among other things, the following terms and conditions, which are part of the exchange offer.

        The party tendering original notes for exchange, whom we refer to herein as the Transferor, exchanges, assigns and transfers the original notes to us and irrevocably constitutes and appoints the exchange agent as the Transferor's agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The Transferor represents and warrants that it has full power and authority to tender, exchange, assign and transfer the original notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The Transferor also warrants that it will, upon request, execute, and deliver any additional documents deemed by us to be necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The Transferor further agrees that acceptance of any tendered original notes by us and the issuance of exchange notes in exchange therefor shall constitute performance in full by us of our obligations under the registration rights agreement and that we shall have no further obligations or liabilities thereunder (except in certain limited circumstances). All authority conferred by the Transferor will survive the death or incapacity of the Transferor and every obligation of the Transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such Transferor.

Withdrawal Rights

        Original notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its address set forth on the inside back cover of this prospectus. Any such notice of withdrawal must specify the person named in the letter of transmittal as having tendered the original notes to be withdrawn, the certificate numbers of the original notes to be withdrawn, the principal amount of original notes to be withdrawn (which must be an authorized denomination), a statement that such holder is withdrawing his election to have such original notes exchanged, and the name of the registered holder of such original notes, and must be signed by the holder in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn. The exchange agent will return the properly withdrawn original notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and our determination will be final and binding on all parties.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

        Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For the purposes of the exchange offer, we shall be deemed to have accepted for exchange validly tendered original notes when, as and if we have given oral or written notice thereof to the exchange agent.

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        The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange by us will be returned without expense to the tendering holders (or in the case of original notes tendered by book-entry transfer into the exchange agent's account at the Book-Entry Transfer Facility pursuant to the procedures described above, such non-exchanged original notes will be credited to an account maintained with such Book-Entry Transfer Facility) promptly following the expiration date or, if we terminate the exchange offer prior to the expiration date, promptly after the exchange offer is so terminated.

Conditions to the Exchange Offer

        We are not required to accept or exchange, or to issue exchange notes in exchange for, any outstanding original notes. We may terminate or extend the exchange offer by oral or written notice to the exchange agent and by timely public announcement communicated in accordance with applicable law or regulation, if:

•

any federal law, statute, rule, regulation or interpretation of the staff of the SEC has been proposed, adopted or enacted that, in our judgment, might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange offer;



•

an action or proceeding has been instituted or threatened in any court or by any governmental agency that, in our judgment might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange offer;



•

there has occurred a material adverse development in any existing action or proceeding that might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange offer;



•

any stop order is threatened or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture governing the notes under the Trust Indenture Act of 1939;



•

all governmental approvals that we deem necessary for the consummation of the exchange have not been obtained;



•

there is a change in the current interpretation by the staff of the SEC which permits holders who have made the required representations to us to resell, offer for resale, or otherwise transfer exchange notes issued in the exchange offer without registration of the exchange notes and delivery of a prospectus; or



•

a material adverse change shall have occurred in our business, condition, operations or prospects.

        The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances (including any action or inaction by us) giving rise to such condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, and each right will be deemed an ongoing right that may be asserted at any time or from time to time. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, to terminate or amend the exchange offer.

        Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

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Exchange Agent

        The Bank of New York has been appointed as the exchange agent for the exchange offer. Letters of transmittal must be addressed to the exchange agent at its address set forth on the inside back cover page of this prospectus. Delivery to an address other than the one set forth herein, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery.

Solicitation of Tenders; Expenses

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection therewith. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us.

        No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in this prospectus in connection with the exchange offer. If given or made, you must not rely on such information or representations as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the respective dates as of which information is given herein.

        The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, at our discretion, we may take such action as we may deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of original notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on behalf of us by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Appraisal Rights

You will not have appraisal rights in connection with the exchange offer.

Federal Income Tax Consequences

        The exchange of original notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes, and holders will not recognize any taxable gain or loss or any interest income as a result of such exchange. See "Material United States Federal Income Tax Considerations."

Regulatory Approvals

        Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with and there are no approvals that we must obtain in connection with the exchange offer.

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Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the original notes. Accordingly, we will recognize no gain or loss for accounting purpose. The expense of the exchange offer will be expensed over the term of the exchange notes.

Other

Participation in the exchange offer is voluntary and you should consider carefully whether to accept. You are urged to consult your financial and tax advisors in making your own decisions on what action to take.

        As a result of the making of, and upon acceptance for exchange of all validly tendered original notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the terms of the original notes and the registration rights agreement. Holders of the original notes who do not tender their original notes in the exchange offer will continue to hold such original notes and will be entitled to all the rights, and limitations applicable thereto under the indenture governing the original notes, except for any such registration rights agreements, which by their terms, terminate or cease to have further effect as a result of the making of this exchange offer. See "Description of Exchange Notes." All untendered original notes will continue to be subject to the restriction on transfer set forth in the indenture governing the original notes. To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes not tendered and accepted in the exchange offer could be adversely affected. See "Risk Factors—Risks Associated with the Exchange Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the exchange offer."

        We may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the exchange offer.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and the consolidated capitalization of Holdings as of June 28, 2003, on a historical basis and on a pro forma basis to reflect the completion of the merger of TD Acquisition with and into Holdings, the related financings and the issuance of the original notes, including (1) the repayment of our former credit facility; (2) the repurchase and defeasance of all of the existing 10³/8% senior subordinated notes due 2008 of TransDigm; (3) the borrowings by TransDigm in connection with the merger under our new senior secured credit facilities; (4) the investment in TD Holding by Warburg Pincus and certain other institutional investors and (5) the rollover investment with a net value of approximately $35.7 million in TD Holding by certain members of our management team. This table should be read in conjunction with the information contained in "Use of Proceeds," "Unaudited Pro Forma Consolidated Financial Information," "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as the consolidated financial statements of Holdings and the notes thereto included elsewhere in this prospectus.

		As of June 28, 2003
		Historical			Pro Forma
		(in thousands)
Cash and cash equivalents		$	21,035		$	—
Debt (including current maturities):
Existing senior credit facility
	Revolving loan facility	$	—		$	—
	Term loans		197,492			—
103/8% senior subordinated notes due 2008			201,672			—
New senior secured credit facilities
	Revolving loan facility(1)		—			—
	Term loan facility		—			295,000
83/8% senior subordinated notes due 2011			—			400,000
Total debt			399,164			695,000
Holdings 16% cumulative redeemable preferred stock			18,583			—
Holdings redeemable common stock(2)			5,650			—
Stockholders' equity (deficiency)			(42,529	)		513,384(3)
Total capitalization		$	380,868		$	1,208,384

(1)

The new revolving loan facility has a total borrowing availability of $100 million and was undrawn at the closing of the merger. 

(2)

Consists of common stock of Holdings issued to management personnel that is subject to agreements that provide such personnel with the right to require Holdings to repurchase their shares of common stock under certain conditions at fair market value. The Holdings redeemable common stock was converted into cash consideration in the merger of TD Acquisition with and into Holdings.

(3)

Consists of the investment by Warburg Pincus and certain other institutional investors in TD Holding and the rollover investment with a net value of approximately $35.7 million in TD Holding by certain members of our management team.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        The following pro forma consolidated financial information of Holdings has been derived by the application of pro forma adjustments to Holdings' historical consolidated financial statements as of June 28, 2003 and for the (1) thirty-nine week periods ended June 28, 2003 and June 29, 2002 and (2) twelve-month period ended September 30, 2002. The pro forma financial statements for the periods presented give effect to the Transactions (see "The Transactions"), including the repurchase and defeasance of all of the outstanding 10³/8% senior subordinated notes due 2008 and our acquisition of Norco that was completed on February 24, 2003. The pro forma consolidated statements of operations for the twelve-month period ended September 30, 2002 and the thirty-nine week periods ended June 28, 2003 and June 29, 2002 give effect to the Transactions and the Norco acquisition as if they had been consummated on October 1, 2001, the first day of Holdings' most recently completed fiscal year. The pro forma consolidated balance sheet as of June 28, 2003 gives effect to the Transactions as if they had occurred as of June 28, 2003. Assumptions underlying the pro forma adjustments necessary to fairly present this pro forma information are described in the accompanying notes, which should be read in conjunction with this pro forma consolidated financial information. The pro forma adjustments described in the accompanying notes have been made based on available information and, in the opinion of management, are reasonable. The pro forma consolidated financial information should not be considered indicative of actual results that would have been achieved had the events listed above occurred on the respective dates indicated and do not purport to indicate balance sheet data or results of operations as of any future date or for any future period. We cannot assure you that the assumptions used in the preparation of the pro forma consolidated financial information will prove to be correct. You should read the pro forma consolidated financial statements together with "The Transactions," "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated historical financial statements of Holdings and the notes thereto, and other financial information included elsewhere in this prospectus.

        The acquisition of Holdings by TD Acquisition will be accounted for as a purchase in conformity with Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The total cost of the merger of TD Acquisition with and into Holdings will be allocated as a change in basis to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the date of the merger. The excess of the purchase price over the historical basis of the net assets acquired has been allocated in the accompanying pro forma financial information based on preliminary valuation estimates and certain assumptions that management believes are reasonable. The actual allocation will be subject to the valuation of our assets and liabilities as of the date the merger was finalized and, therefore, such allocation and the resulting effect on income from operations may differ from the pro forma amounts included herein. In addition, in accordance with the provisions of SFAS No. 142 "Goodwill and Other Intangible Assets," no amortization of indefinite-lived intangible assets or goodwill will be recorded.

        The acquisition of Norco has also been accounted for as a purchase in conformity with SFAS No. 141, "Business Combinations," with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets", and the operations of the acquired business have been included in Holdings' historical financial statements from the effective date of the acquisition. The purchase price consideration of $51.0 million in cash, $1.0 million of asset transfer tax payments in accordance with the purchase agreement, and $1.0 million of costs associated with the acquisition were funded through the use of $28.2 million of existing cash balances and $24.8 million (net of fees of $0.2 million) of borrowings under TransDigm's existing senior credit facility. During August 2003, TransTechnology Corporation refunded approximately $1.1 million of the purchase price to the Company in settlement of the purchase price adjustment provisions of the purchase agreement. The purchase price has been allocated to the assets acquired and liabilities of Norco assumed based on a

40

preliminary analysis of their fair values. In addition, in accordance with the provisions of SFAS No. 142 "Goodwill and Other Intangible Assets," no amortization of indefinite-lived intangible assets or goodwill will be recorded. The unaudited pro forma consolidated statements of operations for the thirty-nine week period ended June 28, 2003 include approximately $2.3 million of costs that we expect to eliminate in future periods due to the planned permanent reduction of head count related to the relocation of Norco's manufacturing operations to TransDigm's existing Waco, Texas facility. The unaudited pro forma consolidated statements of operations for the thirty-nine week period ended June 28, 2003 also include approximately $1.2 million of costs associated with the integration of Norco, which we believe are non-recurring.

        The unaudited pro forma consolidated statements of operations do not include certain costs and charges, consisting primarily of compensation costs for stock options (which were cancelled in conjunction with the Transactions) and management bonuses, the write-off of deferred financing costs and professional, advisory and financing fees incurred by Holdings in connection with the Transactions, which are non-recurring; therefore, no corresponding pro forma adjustments have been made for such non-recurring costs and charges. While the exact timing, nature and amount of these costs are subject to change, management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments."

41

TransDigm Holding Company
Unaudited Pro Forma Consolidated Balance Sheet
June 28, 2003
(in thousands)

			Holdings Historical			Pro Forma Transaction Adjustments			Holdings Pro Forma
Assets
Current assets:
	Cash and cash equivalents		$	21,035		$	(21,035	)(a)	$	—
	Accounts receivable, net			40,217			—			40,217
	Inventories, net			60,102			30,095	(b)		90,197
	Deferred income taxes			9,959			(12,038	)(b)		—
							2,079	(c)
	Prepaid expenses and other			1,114			52,546	(b)		51,829
							(1,831	)(d)
		Total current assets		132,427			49,816			182,243
Property and equipment, net				39,591			19,054	(b)		58,645
Goodwill, net				203,274			581,913	(b)		785,187
Other intangible assets, net				41,407			247,459	(b)		288,866
Debt issue costs, net				9,603			29,346	(b)		29,346
							(9,603	)(b)
Other				514						514
	Total		$	426,816		$	917,985		$	1,344,801
Liabilities and Stockholders' Deficiencies
Current liabilities:
	Current portion of long-term liabilities		$	12,883		$	(8,471	)(e)	$	4,412
	Accounts payable			11,109			—			11,109
	Accrued liabilities			26,436			(2,105	)(f)		22,500
							(1,831	)(d)
	Deferred income taxes						2,079	(c)		2,079
		Total current liabilities		50,428			(10,328	)		40,100
Long-term debt - less current portion				388,481			304,307	(e)		692,788
Deferred income taxes				1,838			106,605	(b)		94,164
							(14,279	)(b)
Other non-current liabilities				4,365			—			4,365
		Total liabilities		445,112			386,305			831,417
Cumulative redeemable preferred stock				18,583			(18,583	)(b)		—
Holdings redeemable common stock(g)				5,650			(5,650	)(b)		—
Stockholders' equity (deficiency)				(42,529	)		555,913	(h)		513,384
		Total	$	426,816		$	917,985		$	1,344,801

42

TransDigm Holding Company

Notes to Unaudited Pro Forma Consolidated Balance Sheet

        The pro forma financial data has been derived from the application of pro forma adjustments to our historical financial statements as of the date noted.

(a)

Set forth below are the estimated sources and uses of funds pertaining to the Transactions. The sources and uses below assume that the Transactions were consummated on June 28, 2003.

Sources of Funds		(in thousands)
New term loan facility		$	295,000
Senior subordinated notes			400,000
Equity contribution and rollover equity(1)			513,384
	Total sources	$	1,208,384
Uses of Funds
Payment of common stock merger consideration(2)		$	774,297
Payment of preferred stock merger consideration			20,679
Repayment of existing debt(3)			378,562
Transaction costs			34,846
Total uses		$	1,208,384

(1)

Includes rollover investment by certain members of our management team with a net value of $35.7 million.



(2)

Includes rollover investment by certain members of our management team with a net value of $35.7 million and $29.1 million of merger related expenses borne by the existing stockholders of Holdings.



(3)

Includes accrued interest of $2.1 million and excludes $21.0 million of indebtedness assumed to be repaid from existing cash balances and $1.7 million of original issue premiums relating to our 10³/8% senior subordinated notes.

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(b)

The preliminary allocation of purchase price to the fair values of the net assets acquired in connection with the Transactions is as follows:

Purchase Price Allocation						(in thousands)
Estimated cash purchase price(1)						$	730,132
Fair value of rollover stock options							35,698
Total consideration							765,830
Direct acquisition costs							3,750
		Total consideration and direct acquisition costs					769,580
Less—historical cost of net asset value (deficit) acquired:
	Cumulative redeemable preferred stock, net of original issue discount and issuance of costs of $2,096		$	18,583
	Holdings redeemable common stock			5,650
	Stockholders' deficiency			(42,529	)
	Fees and bonuses incurred in connection with the merger			(30,896	)
	Write-off of debt issue costs in connection with the merger			(9,603	)
	Write-off of premium on existing 103/8% senior subordinated notes due 2008 in connection with the merger			1,672
	Tax benefit from merger charge(2)			66,825			(9,702	)
							759,878
Debt issuance costs—new debt(3)							29,346
Excess purchase price over net asset value						$	789,224
Preliminary allocation of excess purchase price over net assets acquired and related purchase accounting adjustments(4):
	Inventories					$	30,095
	Current deferred income taxes						(12,038	)
	Property, plant and equipment						19,054
	Goodwill						581,913
	Other intangible assets(5)						247,459
	Debt issuance costs—new debt						29,346
	Noncurrent deferred income taxes						(106,605	)
Total						$	789,224

(1)

Includes the common and preferred stock merger consideration of $794.9 million less the rollover investment with a net value of $35.7 million and merger related expenses of $29.1 million borne by the existing stockholders of Holdings.



(2)

Includes a current tax benefit of $52.5 million relating to stock option compensation expense to be recognized with respect to stock options that were cancelled in the merger of TD Acquisition with and into Holdings, the premium and consent payments that were made to holders of our 10³/8% senior subordinated notes in the tender offer, the write-off of debt issuance costs relating to our 10³/8% senior subordinated notes, management bonuses and certain professional and advisory fees borne by Holdings' stockholders in the merger. Also included is a deferred tax benefit of $14.3 million relating to stock option compensation

44

expense to be recognized as a result of the extension of the exercise dates of certain stock options constituting part of the rollover equity.

(3)

Represents the fees and commissions incurred to obtain the $395 million senior secured credit facilities and issue the $400 million in aggregate principal amount of senior subordinated notes.



(4)

The final appraisal and purchase price allocation is expected to be completed within one year after the completion of the Transactions.



(5)

The adjustment to other intangible assets is based on management's preliminary estimate of identifiable intangible assets as follows (in thousands):

Intangible Asset	Estimated Useful Life
Trademarks	Indefinite	$	125,978
Unpatented technology	19-30 years		154,968
Patented technology	5-19 years		1,360
Order backlog	1 year		6,560
			288,866
Historical carrying value of other intangible assets at June 28, 2003			(41,407	)
Net adjustment		$	247,459

(c)

This adjustment represents the reclassification of the credit balance in the current deferred income taxes account, on a pro forma basis, to a liability.

(d)

This adjustment represents the reclassification of the Holdings' accrued income tax liability against Holdings' income tax receivable associated with the settlement of stock options and the fees and expenses related to the Transactions.

(e)

This adjustment represents the recognition of borrowings under the new term loan facility of $295 million and the 8³/8% senior subordinated notes due 2011 of $400 million, net of the

45

repayment of $399.2 million of existing indebtedness at June 28, 2003 (current and long-term portions) as detailed below:

			Holdings Historical		Pro Forma Transaction Adjustments			Holdings Pro Forma
			(in thousands)
Current portion of long-term debt			$	10,683	$	(8,471	)	$	2,212
Long-term debt, less current portion:
	Existing senior credit facilities:
		Revolving loan facility		—		—			—
		Term loans		186,809		(186,809	)		—
	103/8% senior subordinated notes due 2008			201,672		(201,672	)		—
	New senior secured credit facilities:
		Revolving loan facility		—		—			—
		Term loan facility		—		292,788			292,788
	Senior subordinated notes			—		400,000			400,000
		Total long-term debt, less current portion		388,481		304,307			692,788
Total long-term debt, current and long-term portions			$	399,164	$	295,836		$	695,000

Net long-term debt, defined as total long-term debt outstanding less cash and cash equivalents, increased to $695.0 million in the pro forma consolidated balance sheet from $378.1 million as actually reported as of June 28, 2003, an increase of $316.9 million.

(f)

This adjustment represents the payment of accrued interest in connection with the repayment of existing indebtedness.

(g)

Consists of common stock of Holdings issued to management personnel that is subject to certain agreements that provide such personnel with the right to require Holdings to repurchase their shares of common stock under certain conditions at fair market value.

(h)

The adjustment to stockholders' equity (deficiency) is composed of the following (in thousands):

Cash equity contributions	$	477,686
Rollover equity contributions		35,698	(1)
Historical stockholders' deficiency		42,529
Adjustment	$	555,913

(1)

This reflects the fair value of the equity contribution made by the holders of Holdings' stock options that were invested in TD Holding.

46

TransDigm Holding Company
Unaudited Pro Forma Consolidated Statement of Operations
Thirty-Nine Weeks Ended June 28, 2003
(in thousands)

			Holdings Historical(1)		Norco Historical(2)		Pro Forma Adjustments for the Acquisition of Norco(3)			Pro Forma Combined		Pro Forma Transaction Adjustments(4)			Holdings Pro Forma(5)
Net sales			$	225,172	$	7,500		—		$	232,672		—		$	232,672
Cost of sales				117,435		3,831	$	(684	)(a)		120,582	$	527 947	(b)   (c)		122,056
Gross profit				107,737		3,669		684			112,090		(1,474	)		110,616
Operating expenses:
	Selling and administrative			16,243		1,344		—			17,587		2,988	(b)		20,575
	Amortization of intangibles			859		—		—			859		4,028	(d)		4,887
	Research and development			2,193		—		—			2,193		—			2,193
		Total operating expenses		19,295		1,344		—			20,639		7,016			27,655
Income from operations				88,442		2,325		684			91,451		(8,490	)		82,961
Interest expense, net
	TransDigm			24,408		—		684	(b)		25,092		12,140	(e)		37,232
	Holdings (PIK Notes)			1,755		—		—			1,755		—			1,755
		Total interest expense, net		26,163		—		684			26,847		12,140			38,987
Income before income taxes				62,279		2,325		—			64,604		(20,630	)		43,974
Income tax provision				22,420		860		—			23,280		(7,633)	(f)		8,014
													(7,633)	(g)
Net income			$	39,859	$	1,465	$	—		$	41,324	$	(5,364	)	$	35,960

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TransDigm Holding Company
Unaudited Pro Forma Consolidated Statement of Operations
Twelve Months Ended September 30, 2002
(in thousands)

			Holdings Historical(1)		Norco Historical(2)		Pro Forma Adjustments for the Acquisition of Norco(3)			Pro Forma Combined		Pro Forma Transaction Adjustments(4)			Holdings Pro Forma(5)
Net sales			$	248,802	$	23,899	$	—		$	272,701	$	—		$	272,701
Cost of sales				134,575		12,137		855	(a)		147,567		30,095	(a)		179,510
													586	(b)
													1,262	(c)
Gross profit				114,227		11,762		(855	)		125,134		(31,943	)		93,191
Operating expenses:
	Selling and administrative			21,905		3,237		—			25,142		3,319	(b)		28,461
	Amortization of intangibles			6,294		—		—			6,294		11,931	(d)		18,225
	Research and development			2,057		—		—			2,057		—			2,057
		Total operating expenses		30,256		3,237		—			33,493		15,250			48,743
Income from operations				83,971		8,525		(855	)		91,641		(47,193	)		44,448
Interest expense, net
	TransDigm			32,832		—		1,642	(b)		34,474		15,169	(e)		49,643
	Holdings (PIK Notes)			3,706		—		—			3,706		—			3,706
		Total interest expense, net		36,538		—		1,642			38,180		15,169			53,349
Income (loss) before income taxes				47,433		8,525		(2,497	)		53,461		(62,362	)		(8,901	)
Income tax provision (benefit)				16,804		3,154		(924)	(c)		19,034		(23,074)	(f)		(13,186	)
													(9,146)	(g)
Net income (loss)			$	30,629	$	5,371	$	(1,573	)	$	34,427	$	(30,142	)	$	4,285

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TransDigm Holding Company
Unaudited Pro Forma Consolidated Statement of Operations
Thirty-Nine Weeks Ended June 29, 2002
(in thousands)

			Holdings Historical(1)		Norco Historical(2)		Pro Forma Adjustments for the Acquisition of Norco(3)			Pro Forma Combined		Pro Forma Transaction Adjustments(4)			Holdings Pro Forma(5)
Net sales			$	180,658	$	18,420	$	—		$	199,078	$	—		$	199,078
Cost of sales				96,599		9,497		855	(a)		106,951		30,095	(a)		138,432
													439	(b)
													947	(c)
Gross profit				84,059		8,923		(855	)		92,127		(31,481	)		60,646
Operating expenses:
	Selling and administrative			15,525		2,524		—			18,049		2,489	(b)		20,538
	Amortization of intangibles			4,925		—		—			4,925		8,948	(d)		13,873
	Research and development			2,029		—		—			2,029		—			2,029
		Total operating expenses		22,479		2,524		—			25,003		11,437			36,440
Income from operations				61,580		6,399		(855	)		67,124		(42,918	)		24,206
Interest expense, net
	TransDigm			24,708		—		1,231	(b)		25,939		11,284	(e)		37,223
	Holdings (PIK Notes)			2,492		—		—			2,492		—			2,492
		Total interest expense, net		27,200		—		1,231			28,431		11,284			39,715
	Income (loss) before income taxes			34,380		6,399		(2,086	)		38,693		(54,202	)		(15,509	)
Income tax provision (benefit)				13,516		2,368		(772)	(c)		15,112		(20,055	)(f)		(11,736	)
													(6,793	)(g)
Net income (loss)			$	20,864	$	4,031	$	(1,314	)	$	23,581	$	(27,354	)	$	(3,773	)

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TransDigm Holding Company
Notes to Unaudited Pro Forma
Consolidated Statements of Operations

(1)

The amounts in this column represent the historical results for Holdings for the applicable period, which include the acquired operations of Norco from February 24, 2003 through the end of the reporting period, as applicable.

(2)

The amounts in this column represent the historical results for Norco for the period prior to February 24, 2003, the date of the acquisition of Norco.

(3)

The amounts in this column represent the adjustments necessary to give effect to the acquisition of Norco. Adjustment (a) is based on a preliminary allocation of the purchase price, which is expected to be finalized within one year of the acquisition date. For purposes of this pro forma presentation, management has estimated that the fair values of depreciable assets approximate historical values and therefore no adjustment to the historical carrying value of those assets has been made.

(a)

This adjustment represents the inventory purchase accounting adjustment that is being charged to cost of sales as the inventory on hand when the Norco acquisition was consummated is sold. The adjustment for the period ended June 28, 2003 reflects the reversal of the inventory purchase accounting adjustment recorded in the historical financial statements to reflect the pro forma assumption as if the Norco acquisition occurred on October 1, 2001.

(b)

The adjustment to interest expense, net reflects the following (in thousands):

	Thirty-Nine Weeks Ended June 28, 2003		Year Ended September 30, 2002		Thirty-Nine Weeks Ended June 29, 2002
Interest on additional indebtedness incurred in connection with the Norco acquisition (at a weighted average rate of 4.875%)	$	508	$	1,219	$	914
Reduction in investment income on cash and cash equivalents used to fund a portion of the acquisition price		176		423		317
Total adjustment	$	684	$	1,642	$	1,231

(c)

This adjustment represents the tax effect of pro forma adjustments to income before income taxes and is based on an estimated combined federal and state statutory tax rate of 37%.

(4)

The amounts in this column represent the adjustments necessary to give effect to the Transactions. Adjustments (a), (b), (c), and (d) are based on a preliminary allocation of the purchase price, which is expected to be finalized within one year of the merger date.

(a)

This adjustment represents the inventory purchase accounting adjustment that will be charged to cost of sales as the inventory on hand when the Transactions were consummated is sold.

(b)

This adjustment represents the provision for compensation expense that will result from the deferred compensation plans of TD Holding to be established contemporaneously with the consummation of the Transactions (see "Management—Rollover Options") and stock options issued to Holdings' management under the new stock option plan (see "Management—New Stock Option Plan"). Such compensation expense is expected to approximate $4 million ($2.4 million after tax) in the twelve-month period after the Transactions were consummated

50

and increase annually over a period of five years to approximately $9 million to $10 million ($5.4 million to $6.0 million after tax) in the fifth year after the Transactions were consummated, in each case, assuming all stock options are fully vested, and is based on our intention to account for all stock options outstanding following the consummation of the Transactions using the fair value based method specified by SFAS No. 123, "Accounting for Stock-Based Compensation." We will only make cash payments with respect to such deferred compensation plans if certain conditions are met, including the availability of funds at TD Holding.

(c)

This adjustment represents an increase in depreciation expense due to the write-up of TransDigm's property, plant and equipment to fair value in connection with the change in control of Holdings. The adjustment was computed using the straight-line method of depreciation and an assumed weighted average useful life of 15 years for the property to which the fair value adjustment pertains.



(d)

This adjustment represents the change in amortization expense resulting from the amortization of the intangibles recorded in connection with the Transactions using the straight-line method based on the following (dollars in thousands):

Amortizable Intangibles	Estimated Useful Life	Estimated Fair Value
Unpatented technology	19-30 years	$	154,968
Patented technology	5-19 years		1,360
Order backlog	1 year		6,560

(e)

The adjustment to interest expense reflects the following (in thousands):

	Thirty-Nine Weeks Ended June 28, 2003			Year Ended September 30, 2002			Thirty-Nine Weeks Ended June 29, 2002
Interest expense on existing indebtedness to be repaid in connection with the Transactions	$	(25,092	)	$	(34,474	)	$	(25,948	)
Interest expense on new term loan facility (at 4.11%)		9,093			12,125			9,093
Interest expense on the notes offered hereby (at 8.375%)		25,125			33,500			25,125
Amortization of debt issuance costs on new debt:
($3.7 million over a six-year amortization period)		464			618			464
($11.0 million over a seven-year amortization period)		1,175			1,566			1,175
($14.7 million over an eight-year amortization period)		1,375			1,834			1,375
Total adjustment	$	12,140		$	15,169		$	11,284

A 0.250% increase or decrease in the weighted average interest rate applicable to TransDigm's indebtedness outstanding under the new senior secured credit facilities and the 8³/8% senior

51

subordinated notes due 2011 would change the pro forma interest expense and net income by $1.3 million and $.8 million, respectively, for the thirty-nine week periods ended June 28, 2003 and June 29, 2002 and would change the pro forma interest expense and net income by $1.75 million and $1.0 million, respectively, for the year ended September 30, 2002.

(f)

This adjustment represents the tax effect of pro forma adjustments to income before income taxes and is based on an estimated combined federal and state statutory tax rate of 37%.



(g)

This adjustment represents the tax benefit (based on an estimated combined federal and state estimated tax rate of 37%) of the operating losses expected to be generated by TD Holding and shared with TransDigm and Holdings under the tax sharing agreement executed contemporaneously with the closing of the Transactions (see "Certain Relationships and Related Transactions—Tax Sharing Agreement"). These operating losses are expected to result from interest expense deductions that will be generated from the portion of the initial funding of TD Holding that was in the form of interest bearing debt. Neither Holdings nor TransDigm have any obligation to provide funds to TD Holding for the repayment of TD Holding's debt.

(5)

The amounts in this column represent the pro forma results for Holdings after giving effect to the Transactions and the Norco acquisition as if they had been consummated on October 1, 2001, the first day of Holdings' most recently completed fiscal year.

The unaudited pro forma consolidated statements of operations do not include certain costs and charges, consisting primarily of compensation costs for stock options (which were cancelled in conjunction with the Transactions) and management bonuses, the write-off of deferred financing costs and professional, advisory and financing fees incurred by Holdings in connection with the Transactions, which are non-recurring; therefore, no corresponding pro forma adjustments have been made for such non-recurring costs and charges. While the exact timing, nature and amount of these costs are subject to change, management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments."

52

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth selected historical consolidated financial data of Holdings for each of the years in the five-year period ended September 30, 2002 and as of the end of each of such years and for each of the thirty-nine week periods ended June 29, 2002 and June 28, 2003 and as of the end of each such thirty-nine week period. The selected historical consolidated financial data for each of the years in the five-year period ended September 30, 2002 has been derived from Holdings' audited consolidated financial statements. Holdings' consolidated financial statements for each of the years in the three-year period ended September 30, 2002 have been audited by Deloitte & Touche LLP and are included elsewhere in this prospectus. The selected historical consolidated financial data as of and for the thirty-nine weeks ended June 29, 2002 and June 28, 2003 has been derived from Holdings' unaudited consolidated financial statements included elsewhere in this prospectus, which in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations, financial position, and cash flows. The results for the thirty-nine week period ended June 28, 2003 are not necessarily indicative of the results that may be expected for the entire year. Separate historical financial information for TransDigm is not presented since Holdings has no operations or assets separate from its investment in TransDigm and since the notes are guaranteed by Holdings and all direct and indirect domestic restricted subsidiaries of TransDigm.

        We acquired Marathon Power Technologies Company ("Marathon") on August 8, 1997, ZMP, Inc. ("ZMP") and its wholly owned subsidiary, Adams Rite Aerospace, Inc., on April 23, 1999 and Christie Electric Corp. on March 8, 2000. On March 26, 2001, we acquired an exclusive, worldwide license to produce and sell products composed of a lubrication and scavenge pump product line along with certain related equipment and inventory. On May 31, 2001, we (through Champion Aerospace Inc. ("Champion Aerospace"), one of our subsidiaries) acquired substantially all of the assets and certain liabilities of the Champion Aerospace Products business from Federal Mogul Ignition Company, a wholly owned subsidiary of Federal-Mogul Corporation. On February 24, 2003, one of our wholly owned subsidiaries acquired certain assets and assumed certain liabilities of the Norco, Inc. business from TransTechnology Corporation. All of these acquisitions were accounted for as purchases. The results of operations of Norco, Champion Aerospace, Marathon, ZMP, Adams Rite Aerospace Inc., Christie Electric Corp. and the acquired lubrication and scavenge pump product line are included in Holdings' consolidated financial statements from the date of each of the acquisitions.

53

        The information presented below should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included elsewhere herein.

																	Thirty-Nine Weeks Ended
		Fiscal Year Ended September 30,
																	June 29, 2002			June 28, 2003
		1998			1999			2000			2001			2002
					(in thousands)
Statement of Operations Data:
Net sales		$	110,868		$	130,818		$	150,457		$	200,773		$	248,802		$	180,658		$	225,172
Gross profit(1)			51,473			60,867			68,264			82,248			114,227			84,059			107,737
Selling and administrative			10,473			13,620			16,799			20,669			21,905			15,525			16,243
Amortization of intangibles			2,438			2,063			1,843			2,966			6,294			4,925			859
Research and development			1,724			2,139			2,308			2,943			2,057			2,029			2,193
Merger expenses(2)			—			40,012			—			—			—			—			—
Operating income(1)			36,838			3,033			47,314			55,670			83,971			61,580			88,442
Interest expense, net(3)			3,175			22,722			28,563			31,926			36,538			27,200			26,163
Warrant put value adjustment(4)			6,540			—			—			—			—			—			—
Pre-tax income (loss)			27,123			(19,689	)		18,751			23,744			47,433			34,380			62,279
Provision (benefit) for income taxes			12,986			(2,772	)		7,972			9,386			16,804			13,516			22,420
Net income (loss)		$	14,137		$	(16,917	)	$	10,779		$	14,358		$	30,629		$	20,864		$	39,859
Other Financial Data:
EBITDA(5)		$	36,765		$	9,407		$	53,826		$	64,316		$	97,463		$	71,694		$	94,274
EBITDA, As Defined(5)			43,547			50,562			54,011			70,955			97,463			71,694			94,958
EBITDA, As Defined, margin(6)			39.3	%		38.7	%		35.9	%		35.3	%		39.2	%		39.7	%		42.2	%
Cash flows provided by (used in):
	Operating activities	$	23,455		$	(16,219	)	$	16,305		$	22,761		$	56,452		$	35,914			42,687
	Investing activities		(4,295	)		(44,599	)		(5,120	)		(173,588	)		(5,439	)		(2,140	)		(56,955	)
	Financing activities		(5,071	)		44,061			(9,605	)		157,739			(13,028	)		(11,978	)		(13,903	)
Depreciation and amortization			6,467			6,374			6,512			8,646			13,492			10,114			5,832
Capital expenditures			5,061			3,043			4,368			4,486			3,816			2,140			3,930
Ratio of earnings to fixed charges(7)			9.0x			—			1.6x			1.7x			2.3x			2.2x			3.3x

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															As of
	As of September 30,
															June 29, 2002			June 28, 2003
	1998		1999			2000			2001			2002
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	19,486	$	2,729		$	4,309		$	11,221		$	49,206		$	33,017		$	21,035
Working capital		16,654		35,531			39,437			55,672			99,035			87,529			81,999
Total assets		115,785		164,417			168,833			372,898			402,226			384,790			426,816
Long-term debt		45,000		266,557			261,601			413,209			408,952			408,579			399,164
Total stockholders' equity (deficiency)		36,427		(127,622	)		(118,409	)		(103,388	)		(77,156	)		(84,765	)		(42,529	)

(1)

Gross profit and operating income include the effect of the following non-cash charges relating to purchase accounting adjustments to inventory associated with the acquisition of various businesses and a product line as follows (in thousands):

											Thirty-Nine Weeks Ended
		Fiscal Year Ended September 30,
Acquisition/Merger											June 29, 2002	June 28, 2003
		1998		1999		2000		2001		2002
Marathon Power Technologies Company		$	242		—		—		—	—	—		—
Adams Rite Aerospace, Inc.			—	$	1,143		—		—	—	—		—
Christie Electric Corp.			—		—	$	185		—	—	—		—
Champion Aerospace Inc.			—		—		—	$	3,193	—	—		—
Lubrication and scavenge pump product line			—		—		—		3,446	—	—		—
Norco, Inc.			—		—		—		—	—	—	$	684
	Total	$	242	$	1,143	$	185	$	6,639	—	—	$	684

(2)

One-time merger charges were incurred in connection with our recapitalization in December 1998.

(3)

The interest expense reported represents the consolidated interest expense of TransDigm and Holdings. Holdings incurred $3,706,000, $2,988,000, $2,670,000, $2,000,000, $1,755,000 and $2,492,000 of interest expense during fiscal 2002, 2001, 2000 and 1999, and the thirty-nine weeks ended June 28, 2003 and June 29, 2002, respectively, relating to the PIK Notes. Holdings has no other interest expense. TransDigm was not an obligor or a guarantor under the PIK Notes that were redeemed in February 2003.

(4)

In connection with the formation of Holdings on September 30, 1993, Holdings issued subordinated notes that included detachable warrants to purchase 16,000 shares of non-voting common stock of Holdings at a price of $.10 per share, exercisable upon certain change of control events. The warrant put value adjustment reflects the increase in the estimated put value of these warrants that occurred during the period. The warrants were exercised in connection with our recapitalization that occurred on December 3, 1998.

(5)

The following table sets forth the calculation of EBITDA and EBITDA, As Defined. EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA, As Defined, represents earnings before interest, taxes, depreciation and amortization, excluding inventory purchase accounting adjustments, certain other non-recurring merger expenses and warrant put value adjustments, non-cash compensation and deferred compensation charges, as applicable. We believe that the presentation of EBITDA and EBITDA, As Defined, will enhance an investor's understanding of our operating performance. EBITDA and EBITDA, As Defined, are also measures used by our senior management to evaluate the performance of our various lines of business and for other required or discretionary purposes, such as measuring performance under our employee incentive programs. Additionally, certain of our debt covenants are based upon a measure similar to EBITDA, As Defined. Neither EBITDA nor EBITDA, As Defined, is a measurement of financial performance under GAAP and neither should be considered as an alternative to (1) net income determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Our calculation of

55

EBITDA and EBITDA, As Defined, may not be comparable to the calculation of similarly titled measures reported by other companies.

													Thirty-Nine Weeks Ended
		Fiscal Year Ended September 30,
													June 29, 2002		June 28, 2003
		1998		1999			2000		2001		2002
Net income (loss)		$	14,137	$	(16,917	)	$	10,779	$	14,358	$	30,629	$	20,864	$	39,859
Add:
	Depreciation and amortization		6,467		6,374			6,512		8,646		13,492		10,114		5,832
	Interest expense, net		3,175		22,722			28,563		31,926		36,538		27,200		26,163
	Provision (benefit) for income taxes		12,986		(2,772	)		7,972		9,386		16,804		13,516		22,420
EBITDA			36,765		9,407			53,826		64,316		97,463		71,694		94,274
Add:
	Inventory purchase accounting adjustments*		242		1,143			185		6,639		—		—		684
	Merger expenses		—		40,012			—		—		—		—		—
	Warrant put value adjustment		6,540		—			—		—		—		—		—
EBITDA, As Defined		$	43,547	$	50,562		$	54,011	$	70,955	$	97,463	$	71,694	$	94,958

*

Represents the purchase accounting adjustments to inventory relating to businesses and a product line acquired by TransDigm that are charged to cost of sales when the inventory is sold.

(6)

The EBITDA, As Defined, margin represents the amount of EBITDA, As Defined, as a percentage of net sales.

(7)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings before income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and the portion (approximately 33%) of rental expense that management believes is representative of the interest component of rental expense. Earnings were insufficient by $19,689,000 to cover fixed charges for fiscal 1999.

56

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following discussion of our financial condition and results of operations should be read together with "Selected Historical Consolidated Financial Information," "Unaudited Pro Forma Consolidated Financial Information" and our consolidated financial statements and the related notes included elsewhere in this prospectus. References to "fiscal year" mean the year ending or ended September 30. For example, "fiscal year 2002" or "fiscal 2002" means the period from October 1, 2001 to September 30, 2002. References in this section to "TransDigm," "we," "us" or "our" are to TransDigm Inc., together with its subsidiaries. Reference to "Holdings" are to TransDigm Holding Company, which holds all of the outstanding capital stock of TransDigm. References to the "Company" are to Holdings, together with TransDigm.

Overview

        TransDigm is a leading global supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Most of the Company's products share four common characteristics: (1) highly engineered and proprietary; (2) significant aftermarket content; (3) sole source provider; and (4) large share of niche markets.

        TransDigm's customers include distributors of aerospace components, commercial airlines, aircraft maintenance facilities, aircraft and engine OEMs, various armed forces of the United States and foreign governments, and defense OEMs. TransDigm generates the majority of its operating income from sales of replacement parts and repairs in the commercial and defense aftermarkets. Most of TransDigm's OEM sales are on an exclusive sole source basis, meaning that, in most cases, TransDigm is the only certified provider of these parts in the aftermarket. Aftermarket parts sales are driven by the size and usage of the worldwide aircraft fleet, are historically relatively stable and generate recurring revenues over the life of an aircraft that are many times the size of the original OEM purchases. TransDigm has over 40 years of experience in most of its product lines, which allows it to benefit from a large and growing installed base of aircraft.

Recent Developments

        On July 22, 2003, Holdings consummated a merger with TD Acquisition Corporation ("TD Acquisition") pursuant to which TD Acquisition merged with and into Holdings, with Holdings continuing as the surviving corporation as a wholly owned subsidiary of a newly formed corporation, TD Holding Corporation (the "merger"). In connection with the merger, TransDigm completed a tender offer for its outstanding 10³/8% Senior Subordinated Notes due 2008 (the "10³/8% Senior Subordinated Notes"). Of the $200 million aggregate principal amount of outstanding 10³/8% Senior Subordinated Notes, a total of approximately $197.75 million aggregate principal amount of 10³/8% Senior Subordinated Notes were validly tendered and the remaining $2.25 million aggregate principal amount of 10³/8% Senior Subordinated Notes were defeased pursuant to the terms of the indenture governing the 10³/8% Senior Subordinated Notes. In addition, as a result of the consummation of the merger, the outstanding balance under TransDigm's existing senior credit facility became due. The cash merger consideration of $759.7 million paid to Holdings' common and preferred stockholders, holders of in-the-money stock options and the holder of the warrant to purchase Holdings' common stock (including merger related expenses of approximately $29.1 million borne by the existing stockholders of Holdings and excluding the $35.7 million fair value of stock options rolled over in connection with the merger), acquisition fees and expenses of approximately $34.8 million, and repayment of all of the Company's existing debt in connection with the consummation of the merger was financed through: (1) an investment of approximately $471.3 million in TD Holding Corporation by Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus") and certain other institutional investors which was contributed as equity to TD Acquisition which merged with and into Holdings, (2) $295.0 million of

57

borrowings under a new term loan facility, (3) $400.0 million of proceeds from the issuance of new 8³/8% senior subordinated notes due 2011 (the "8³/8% Senior Subordinated Notes") and (4) the use of existing cash balances. See "Capitalization" and "The Transactions."

        The 8³/8% Senior Subordinated Notes are guaranteed, on a senior subordinated basis, by Holdings and each domestic restricted subsidiary of TransDigm.

        Management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003, consisting primarily of compensation costs for stock options which were cancelled in conjunction with the merger, the write-off of deferred debt issue costs and professional, advisory and financing fees incurred by Holdings in connection with the merger.

        On February 24, 2003, a wholly owned subsidiary of TransDigm acquired certain assets and assumed certain liabilities of the Norco business from TransTechnology Corporation ("TransTechnology") for $51.0 million in cash. In addition, TransDigm was required to pay approximately $1.0 million of asset transfer tax payments in accordance with the purchase agreement. During August 2003, TransTechnology refunded approximately $1.1 million of the purchase price to TransDigm in settlement of the purchase price adjustment provisions of the purchase agreement. Norco designs, manufactures and supplies engine hold-open mechanisms and specialty connecting devices. The Norco business generated approximately $19.6 million in net sales and $6.8 million of operating income (excluding costs of approximately $1.2 million associated with the integration of Norco into TransDigm) for the thirty-nine week period ended June 28, 2003.

        During the thirty-nine week period ended June 28, 2003, we generated net sales and EBITDA, As Defined, of $225.2 million and $95 million, respectively. We have undergone a review of our and Norco's combined operations in order to identify areas of overlap and potential cost savings and have commenced the process of eliminating approximately 45 employees of Norco in connection with the integration of our and Norco's operations. We expect that the severance payments to the employees that will be eliminated in the planned head count reduction will total approximately $448,000 and that retention bonuses to certain employees that will be retained during the relocation process will total approximately $308,000.

        The following table sets forth the calculation of EBITDA and EBITDA, As Defined. EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA, As Defined, represents EBITDA, plus inventory purchase accounting adjustments, certain other non-recurring merger expenses and warrant put value adjustments, non-cash compensation and deferred compensation charges, as applicable. We believe that the presentation of EBITDA and EBITDA, As Defined, will enhance your understanding of our operating performance. EBITDA and EBITDA, As Defined, are also measures used by the Company's senior management to evaluate the performance of the Company's various lines of business and for other required or discretionary purposes, such as measuring performance under our employee incentive programs. Additionally, certain of our debt covenants are based upon a measure similar to EBITDA, As Defined. Neither EBITDA nor EBITDA, As Defined, is a measurement of financial performance under GAAP and neither should be considered as an alternative to (1) net income determined in accordance with GAAP or (2) operating cash flows

58

determined in accordance with GAAP. Our calculation of EBITDA and EBITDA, As Defined, may not be comparable to the calculation of similarly titled measures reported by other companies.

	Twelve Months Ended September 30, 2002		Thirty-Nine Weeks Ended June 28, 2003
	(in millions)
Net income	$	30.6	$	39.9
Add:
Depreciation and amortization expense		13.5		5.8
Interest expense, net		36.5		26.2
Income tax provision		16.8		22.4
EBITDA		97.4		94.3
Add:
Inventory purchase accounting adjustment(1)		—		0.7
EBITDA, As Defined	$	97.4	$	95.0

(1)

This represents the purchase accounting adjustment to inventory pertaining to the acquisition of Norco, Inc. that is charged to cost of sales when the inventory is sold.

        Management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003, consisting primarily of compensation costs for management bonuses and stock options, which were cancelled in conjunction with the Transactions, the write-off of deferred financing costs and professional, advisory and financing fees incurred by Holdings in connection with the Transactions.

Critical Accounting Policies

        Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which often require the judgment of management in the selection and application of certain accounting principles and methods. We believe that the quality and reasonableness of our most critical policies enable the fair presentation of our financial position and results of operations. However, investors are cautioned that the sensitivity of financial statements to these methods, assumptions and estimates could create materially different results under different conditions or using different assumptions.

        In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies," we have identified the following as the most critical accounting policies upon which our financial status depends. These critical policies were determined by considering accounting policies that involve the most complex or subjective decisions or assessments. Our most critical accounting policies are as follows:

Revenue Recognition and Related Allowances—We recognize revenue when products are shipped to the customer. Provisions for returns, estimated contract losses, uncollectible accounts and the cost of repairs under contract warranty provisions are provided for in the same period in which the related revenues are recorded and are principally based on historical results modified, as appropriate, by the most current information available. We estimate the allowance for doubtful accounts based on the aging of the accounts receivable and customer creditworthiness. Such allowance also incorporates a provision for the estimated impact of disputes with customers. Our estimate of the allowance amounts that are necessary includes amounts for specifically identified losses and a general amount for

59

estimated losses. The determination of the amount of the allowance for doubtful accounts is subject to significant levels of judgment and estimation by management. If circumstances change or economic conditions deteriorate, we may need to increase the allowance for doubtful accounts.

Inventories—Inventories are stated at the lower of cost or market. Cost of inventories is determined by the average cost and the first-in, first-out, or FIFO, methods. Provision for potentially obsolete or slow-moving inventory is made based on our analysis of inventory levels and future sales forecasts. In accordance with industry practice, all inventories are classified as current assets even though a portion of the inventories may not be sold within one year.

Intangible Assets—Our acquisitions have resulted in significant increases in identifiable intangible assets and goodwill. Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged, regardless of the Company's intent to do so. Goodwill and identifiable intangible assets are recorded at fair value on the date of acquisition and, under Financial Accounting Standards Board Statement No. 142, "Goodwill and Other Intangible Assets," are reviewed at least annually for impairment based on cash flow projections and fair value estimates. Intangible assets, such as goodwill, that have an indefinite useful life are not amortized. All other intangible assets are amortized over their estimated useful lives.

Stock Options—The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations in accounting for its stock option plans. No compensation cost has been recognized for the Company's stock option plans because the exercise price of the options issued equaled the fair value of the common stock on the grant date.

Accounting Estimates—Accounting estimates are an integral part of the Company's consolidated financial statements and are based on knowledge and experience about past and current events and on assumptions about future events. Significant accounting estimates reflected in the Company's consolidated financial statements for fiscal years 2000, 2001 and 2002 and the thirty-nine week periods ended June 29, 2002 and June 28, 2003 include the valuation allowances for inventory obsolescence and uncollectible accounts receivable, accrued liabilities recognized for losses on uncompleted contracts, environmental costs, sales returns and repairs, and allocations of purchase prices for business combinations, along with pending purchase price adjustment amounts.

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Results of Operations

        The following table sets forth, for the periods indicated, certain operating data of the Company in amount and as a percentage of net sales (dollars in thousands):

	Fiscal Year Ended September 30,						Thirty-Nine Week Periods Ended
	2000		2001		2002		June 29, 2002		June 28, 2003
Net sales	$	150,457	$	200,773	$	248,802	$	180,658	$	225,172
Gross profit		68,264		82,248		114,227		84,059		107,737
Selling and administrative		16,799		20,669		21,905		15,525		16,243
Amortization of intangibles		1,843		2,966		6,294		4,925		859
Research and development		2,308		2,943		2,057		2,029		2,193
Income from operations		47,314		55,670		83,971		61,580		88,442
Interest expense, net		28,563		31,926		36,538		27,200		26,163
Income tax provision		7,972		9,386		16,804		13,516		22,420
Net income	$	10,779	$	14,358	$	30,629	$	20,864	$	39,859

	Fiscal Year Ended September 30,						Thirty-Nine Week Periods Ended
	2000		2001		2002		June 29, 2002		June 28, 2003
Net sales	100	%	100	%	100	%	100	%	100	%
Gross profit	45		41		46		47		48
Selling and administrative	11		10		9		9		8
Amortization of intangibles	1		2		2		3		—
Research and development	2		1		1		1		1
Income from operations	31		28		34		34		39
Interest expense, net	19		16		15		15		11
Income tax provision	5		5		7		7		10
Net income	7	%	7	%	12	%	12	%	18	%

Changes in Results of Operations

Thirty-nine week period ended June 28, 2003 compared with the thirty-nine week period ended June 29, 2002.

        Net Sales.    Net sales increased by $44.5 million, or 24.6%, to $225.2 million for the thirty-nine week period ended June 28, 2003 from $180.7 million for the comparable period last year. This increase is primarily due to new business with Airbus relating to the sale of certain cockpit door security mechanisms, lower sales in the thirty-nine week period ended June 29, 2002 resulting from the industry events triggered in part by the September 11, 2001 terrorist attacks, increased military spending and the acquisition of Norco.

        Gross Profit.    Gross profit (net sales less cost of sales) increased by $23.6 million, or 28.2%, to $107.7 million for the thirty-nine week period ended June 28, 2003 from $84.1 million for the comparable period last year. This increase is attributable to the higher net sales discussed above. Gross

61

profit as a percentage of net sales increased to 47.8% for the thirty-nine week period ended June 28, 2003 from 46.5% for the comparable period last year principally as a result of the following factors: (1) higher volume on a reduced cost structure implemented subsequent to the September 11, 2001 terrorist attacks, (2) favorable product mix and (3) the strength of the Company's proprietary products and market positions. In addition, the increase in gross profit as a percentage of net sales was offset in part from the inventory purchase accounting adjustments and non-recurring integration costs pertaining to the acquisition of Norco.

        Selling and Administrative Expenses.    Selling and administrative expenses increased $0.7 million, or 4.6%, to $16.2 million for the thirty-nine week period ended June 28, 2003 from $15.5 million for the comparable period last year primarily due to the Norco acquisition. Selling and administrative expenses decreased as a percentage of net sales to 7.2% for the thirty-nine week period ended June 28, 2003 from 8.6% for the comparable period last year due to the increase in net sales discussed above and continuing cost control measures implemented after the September 11, 2001 terrorist attacks.

        Amortization of Intangibles.    Amortization of intangibles decreased by $4.0 million, or 82.6%, to $0.9 million for the thirty-nine week period ended June 28, 2003 from $4.9 million for the comparable period last year due to the implementation of SFAS 142, "Goodwill and Other Intangible Assets," ("SFAS 142") which became effective October 1, 2002. Under SFAS 142, the Company ceased the amortization of its goodwill effective as of October 1, 2002. Goodwill amortization was replaced with the requirement to test goodwill for impairment upon adoption of SFAS 142 and at least annually thereafter.

        Research and Development Expenses.    Research and development expenses increased $0.2, or 8.1%, to $2.2 million for the thirty-nine week period ended June 28, 2003 from $2.0 million for the comparable period last year. Research and development expenses, as a percentage of net sales, was approximately 1% for the thirty-nine week periods ended June 28, 2003 and June 29, 2002.

        Income from Operations.    Operating income increased by $26.8 million, or 43.6%, to $88.4 million for the thirty-nine week period ended June 28, 2003 from $61.6 million for the comparable period last year due to the factors discussed above.

        Interest Expense.    Interest expense decreased $1.0 million, or 3.8%, to $26.2 million for the thirty-nine week period ended June 28, 2003 from $27.2 million for the comparable period last year. This decrease was principally caused by the write-off of debt issue costs and lower interest expense associated with the June 2002 repayment of $74 million of the borrowings outstanding under the Company's Senior Credit Facility and the February 2003 repayment of all the outstanding 12% Holdings' PIK Notes of $32.8 million, partially offset by an increase in Holdings' long-term debt resulting from the issuance of an additional $75 million in aggregate principal amount of 10³/8% Senior Subordinated Notes in June 2002. The proceeds of the issuance of such Senior Subordinated Notes, net of fees and expenses, were used to repay $74 million of the borrowings outstanding under the Company's Senior Credit Facility. The interest rate on outstanding borrowings under the Senior Credit Facility at June 28, 2003 was 4.8%.

        Income Taxes.    Income tax expense as a percentage of income before income taxes was 36% for the thirty-nine week period ended June 28, 2003 compared to the 39% effective tax rate for the comparable period last year. The lower estimated annual effective tax rate was due to increased tax benefits generated by higher foreign sales, research and development tax credits and a decline in non-deductible goodwill amortization and interest expense as a percentage of income before income taxes.

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        Net Income.    The Company earned $39.9 million for the thirty-nine week period ended June 28, 2003 compared to $20.9 million for the comparable period last year, primarily as a result of the factors referred to above.

Fiscal year ended September 30, 2002 compared with fiscal year ended September 30, 2001.

        Net Sales.    Net sales increased by $48.0 million, or 23.9%, to $248.8 million for the fiscal year ended September 30, 2002 from $200.8 million for the fiscal year ended September 30, 2001 primarily due to the Champion Aerospace and product line acquisitions as well as new business with Airbus relating to the sale of certain cockpit security door mechanisms, which more than offset decreases in sales resulting from the industry events triggered in part by the September 11, 2001 terrorist attacks.

        Gross Profit.    Gross profit (net sales less cost of sales) increased by $32.0 million, or 38.9%, to $114.2 million for the fiscal year ended September 30, 2002 from $82.2 million for the fiscal year ended September 30, 2001. This increase is attributable to higher sales discussed above and $6.6 million, or 3.3% of sales, of non-cash charges in 2001 resulting from inventory purchase price accounting adjustments pertaining to the Champion Aerospace and product line acquisitions. Gross profit as a percentage of net sales increased to 46% for the fiscal year ended September 30, 2002 from 41% for the fiscal year ended September 30, 2001 principally due to 2001 non-cash charges discussed above, cost saving actions taken after the September 11, 2001 terrorist attacks, and the strength of the Company's propriety products and market positions.

        Selling and Administrative Expenses.    Selling and administrative expenses increased by $1.2 million, or 6.0%, to $21.9 million for the fiscal year ended September 30, 2002 from $20.7 million for the fiscal year ended September 30, 2001, primarily due to the Champion Aerospace acquisition offset by cost saving actions taken after the September 11, 2001 terrorist attacks. Selling and administrative expenses as a percentage of net sales decreased slightly from 10% for the fiscal year ended September 30, 2001 to 9% for the fiscal year ended September 30, 2002 due to increased selling and administrative efficiencies as a result of the Champion Aerospace acquisition and September 11th related cost reductions.

        Amortization of Intangibles.    Amortization of intangibles increased by $3.3 million, or 112%, to $6.3 million for the fiscal year ended September 30, 2002 from $3.0 million for the fiscal year ended September 30, 2001, primarily as a result of the intangible assets recognized in connection with the Champion Aerospace acquisition.

        Research and Development Expenses.    Research and development expenses decreased $0.6 million, or 30.1%, to $2.1 million for the fiscal year ended September 30, 2002 from $2.9 million for the fiscal year ended September 30, 2001, primarily due to September 11th related cost reductions. Research and development expenses as a percentage of net sales was consistent at 1% for each of the years ended September 30, 2002 and September 30, 2001.

        Income from Operations.    Income from operations increased $28.3 million, or 50.8%, to $84.0 million for the fiscal year ended September 30, 2002 from $55.7 million for the fiscal year ended September 30, 2001, due to the factors described previously.

        Interest Expense.    Interest expense increased by $4.6 million, or 14.4%, to $36.5 million for the fiscal year ended September 30, 2002 from $31.9 million for the fiscal year ended September 30, 2001. This increase was caused by an increase in the average level of outstanding borrowings as a result of the Champion Aerospace acquisition and the issuance of $75.0 million in aggregate principal amount of additional 10³/8% Senior Subordinated Notes in June 2002, partially offset by a decrease in interest rates on borrowings under the Company's existing credit facility.

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        Income Taxes.    Income tax expense as a percentage of income before income taxes was 35.4% for the fiscal year ended September 30, 2002 compared to 39.5% for the fiscal year ended September 30, 2001, primarily due to increased tax benefits generated by research and development tax credits and a decline in non-deductible goodwill amortization and interest expense as a percentage of income before income taxes. During the fiscal year ended September 30, 2002, the Company filed amended income tax returns for fiscal years 1998 through 2000 with the Internal Revenue Service, or the IRS, requesting refunds totaling approximately $1.8 million for research and development tax credits that had not been claimed on previously filed tax returns. Because these income tax returns are currently being audited by the IRS, the Company has not recorded potential tax refunds that could result from these additional credits.

        Net Income.    The Company earned $30.6 million for the fiscal year ended September 30, 2002 compared to $14.4 million for the fiscal year ended September 30, 2001 primarily as a result of the factors referred to above.

Fiscal year ended September 30, 2001 compared with fiscal year ended September 30, 2000.

        Net Sales.    Net sales increased by $50.3 million, or 33.4%, to $200.8 million for the fiscal year ended September 30, 2001 from $150.5 million for the fiscal year ended September 30, 2000. Approximately $34.3 million of the increase was due to the Champion Aerospace and product line acquisitions and the remainder was due to increased pricing and volume on existing products and new business opportunities.

        Gross Profit.    Gross profit (net sales less cost of sales) increased by $13.9 million, or 20.5%, to $82.2 million for the fiscal year ended September 30, 2001 from $68.3 million for the fiscal year ended September 30, 2000. This increase is attributable to higher sales discussed above. Gross profit as a percentage of net sales declined to 41% for the fiscal year ended September 30, 2001 from 45% for the fiscal year ended September 30, 2000 principally due to $6.6 million, 3.3% of sales, of non-cash charges from inventory purchase accounting adjustments related to the Champion Aerospace and product line acquisitions.

        Selling and Administrative Expenses.    Selling and administrative expenses increased by $3.9 million, or 23%, to $20.7 million for the fiscal year ended September 30, 2001 from $16.8 million for the fiscal year ended September 30, 2000. Approximately $2.1 million of the increase was due to the Champion Aerospace and product line acquisitions and the remainder was due to additional new business initiatives. Selling and administrative expenses as a percentage of net sales decreased slightly to 10% for the fiscal year ended September 30, 2001 from 11% for the fiscal year ended September 30, 2000.

        Amortization of Intangibles.    Amortization of intangibles increased by $1.2 million, or 60.9%, to $3.0 million for the fiscal year ended September 30, 2001 from $1.8 million for the fiscal year ended September 30, 2000. This increase is primarily the result of amortization of intangible assets recognized in connection with the Champion Aerospace acquisition.

        Research and Development Expenses.    Research and development expenses increased $0.6 million, or 27.5%, to $2.9 million for the fiscal year ended September 30, 2001 compared to $2.3 million for the fiscal year ended September 30, 2000 principally due to the Champion Aerospace acquisition and additional research and development activities to complement the Company's sales efforts. Research and development expenses as a percentage of net sales decreased slightly to 1% for the fiscal year ended September 30, 2001 from 2% for the fiscal year ended September 30, 2000.

        Income from Operations.    Income from operations increased $8.4 million, or 17.7%, to $55.7 million for the fiscal year ended September 30, 2001 from $47.3 million for the fiscal year ended September 30, 2000, due to the factors described previously.

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        Interest Expense.    Interest expense increased by $3.3 million, or 11.8%, to $31.9 million for the fiscal year ended September 30, 2001 from $28.6 million for the fiscal year ended September 30, 2000. This increase was caused by an increase in the average level of outstanding borrowings in connection with the Champion Aerospace acquisition, partially offset by a decrease in interest rates.

        Income Taxes.    Income tax expense as a percentage of income before income taxes was 39.5% for the fiscal year ended September 30, 2001 compared to 42.5% for the fiscal ended September 30, 2000, primarily due to increased tax benefits generated by foreign sales and a decline in non-deductible goodwill amortization and interest expense as a percentage of income before income taxes.

        Net Income.    The Company earned $14.4 million for the fiscal year ended September 30, 2001 compared to $10.8 million for the fiscal year ended September 30, 2000 primarily as a result of the factors referred to above.

Backlog

        Management believes that sales order backlog (i.e., orders for products that have not yet been shipped) is a useful indicator of future sales. As of June 28, 2003, the Company estimated its sales order backlog at $120.0 million compared to an estimated $120.7 million as of June 29, 2002. This decrease in backlog is due to a decline in orders for the Airbus cockpit door security mechanism. Such decrease is predominantly offset by the acquisition of Norco and increases in other product lines. The majority of the purchase orders outstanding as of June 28, 2003 are scheduled for delivery within the next twelve months. Purchase orders may be subject to cancellation by the customer prior to shipment. The level of unfilled purchase orders at any given date during the year will be materially affected by the timing of the Company's receipt of purchase orders and the speed with which those orders are filled. Accordingly, the Company's backlog as of June 28, 2003 may not necessarily represent the actual amount of shipments or sales for any future period.

Foreign Operations

        Although the Company manufactures all of its products in the United States, some components are purchased from foreign suppliers and a portion of the Company's products are resold to foreign end-users. Our direct sales to foreign customers were approximately $63.8 million in the thirty-nine week period ended June 28, 2003 and $59.4 million, $54.8 million and $36.2 million in fiscal 2002, fiscal 2001 and fiscal 2000, respectively. Sales to foreign customers are subject to numerous additional risks, including the impact of foreign government regulations, currency fluctuations, political uncertainties and differences in business practices. There can be no assurance that foreign governments will not adopt regulations or take other action that would have a direct or indirect adverse impact on the business or market opportunities of the Company within such governments' countries. Furthermore, there can be no assurance that the political, cultural and economic climate outside the United States will be favorable to the Company's operations and growth strategy.

Inflation

        Many of the Company's raw materials and operating expenses are sensitive to the effects of inflation, which could result in changing operating costs. The effects of inflation on the Company's businesses during the fiscal years 2002, 2001 and 2000 and the thirty-nine week period ended June 28, 2003 were not significant.

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Liquidity and Capital Resources

Historical Liquidity and Capital Resources

        Operating Activities.    The Company generated $42.7 million of cash from operating activities during the thirty-nine week period ended June 28, 2003 compared to $35.9 million generated during the thirty-nine week period ended June 29, 2002. This increase is primarily due to increased sales, the strength of the Company's proprietary products and market positions, and cost saving actions the Company undertook as a result of the September 11, 2001 terrorist attacks. The Company generated approximately $56.5 million of cash from operating activities during the fiscal year ended September 30, 2002 compared to approximately $22.8 million during the fiscal year ended September 30, 2001 and $16.3 million during the fiscal year ended September 30, 2000. The increase from fiscal 2001 to fiscal 2002 is primarily due to increased earnings from the Champion Aerospace and product line acquisitions, cost saving actions the Company undertook as a result of the September 11, 2001 terrorist attacks, a decrease in accounts receivable, and the strength of the Company's proprietary products and market positions. The increase from fiscal 2000 to fiscal 2001 is primarily due to increased earnings from the acquisitions and the cost savings initiatives described above.

        Investing Activities.    Cash used in investing activities increased to $57.0 million during the thirty-nine week period ended June 28, 2003 compared to $2.1 million used during the thirty-nine week period ended June 29, 2002. This increase is primarily a result of the acquisition of the net assets of Norco, Inc. discussed previously and an increase in capital expenditures. Capital expenditures during the thirty-nine week period ended June 29, 2002 were reduced due to the uncertainties caused by the September 11, 2001 terrorist attacks. Cash used in investing activities was approximately $5.4 million during the fiscal year ended September 30, 2002, $173.6 million during the fiscal year ended September 30, 2001, and $5.1 million during the fiscal year ended September 30, 2000. The large amount of cash used in investing activities during the fiscal year ended September 30, 2001 is mainly due to the acquisitions of Champion Aerospace and a product line during that year.

        Financing Activities.    Cash used in financing activities during the thirty-nine week period ended June 28, 2003 increased to $13.9 million compared to $12.0 million during the thirty-nine week period ended June 29, 2002. This increase is due to the repayment of the Holdings' PIK Notes of $32.8 million and repayment of amounts borrowed under our existing senior credit facility offset by the proceeds of new borrowings under our existing senior credit facility relating to the acquisition of the net assets of Norco, Inc. Cash used in financing activities during the fiscal year ended September 30, 2002 was approximately $13.0 million compared to approximately $157.7 million provided by financing activities during the fiscal year ended September 30, 2001 and $9.6 million used in financing activities during the fiscal year ended September 30, 2000. The cash used in financing activities during fiscal 2002 resulted from the repayment of approximately $84.8 million in term loans under the Company's existing senior credit facility offset by proceeds from the issuance of additional 10³/8% Senior Subordinated Notes, net of fees, of $73.6 million. The cash provided by financing activities of approximately $157.7 million during fiscal 2001 was primarily due to the incurrence of substantial indebtedness relating to the acquisition of Champion Aerospace. The cash used in financing activities during fiscal 2000 resulted from the repayment of amounts due under the Company's existing senior credit facility and the repurchase of outstanding shares of common stock from terminated employees.

        As of June 28, 2003, the outstanding balances under our existing revolving loan facility and the tranche B and C facilities were $0, $81.1 million and $116.4 million, respectively. In connection with the consummation of the Transactions, all amounts outstanding under the Company's existing senior credit facility were repaid in full. The interest rate on all borrowings under the existing senior credit facility was variable.

        In addition, on July 22, 2003, $197.75 million aggregate principal amount of the 10³/8% Senior Subordinated Notes were repaid in full and the remaining outstanding $2.25 million aggregate principal

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amount of such notes were defeased in accordance with the indenture governing such notes and such notes will be redeemed by the Company on December 1, 2003, the first redemption date under such indenture.

Impact of the Transactions

        In connection with the consummation of the merger of TD Acquisition with and into Holdings, TransDigm obtained new senior secured credit facilities. The new senior secured credit facilities consist of a $295 million term loan facility, which was fully drawn on the closing date of the merger, and a $100 million revolving loan facility, which was undrawn on the closing date of the merger.

        The new revolving loan facility matures in July 2009 and the new term loan facility matures in July 2010. The new senior secured credit facilities require scheduled quarterly payments of principal on the term loans beginning December 31, 2003 in aggregate annual principal amounts equal to 1% of the original aggregate principal amount of the term loans during the life of the loans, with the balance payable at final maturity. Subject to exceptions, the new senior secured credit facilities also require mandatory prepayments of term loans based on certain percentages of excess cash flows, as defined, commencing 95 days after the end of the fiscal year ending on September 30, 2004, net cash proceeds of asset sales, the issuance of equity securities or the issuance of certain debt securities.

        In addition, the Company has the right to request (but no lender is committed to provide) additional term loans under such facilities, subject to the satisfaction of customary conditions, including being in compliance with the financial covenants in the credit agreement after giving effect, on a pro forma basis, to any such incremental term loan borrowing.

        The interest rates per annum applicable to loans, other than swingline loans, under the new senior secured credit facilities are, at the Company's option, equal to either an alternate base rate or an adjusted LIBO rate for one, two, three or six-month interest periods chosen by the Company, in each case, plus an applicable margin percentage. The alternate base rate is the greater of (1) Credit Suisse First Boston's prime rate or (2) 50 basis points over the weighted average rates on overnight Federal funds as published by the Federal Reserve Bank of New York. The adjusted LIBO rate is determined by reference to settlement rates established for deposits in dollars in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by the Board of Governors of the United States Federal Reserve to which the Company's lenders are subject. The applicable margin percentage initially was a percentage per annum equal to (1) 2.00% for alternate base rate term loans, (2) 3.00% for adjusted LIBO rate term loans, (3) 2.50% for alternate base rate revolving loans, and (4) 3.50% for LIBO adjusted rate revolving loans.

        Beginning after the Company delivers its financial statements for the fiscal period ended December 31, 2003 to the agent under the senior credit facilities, and so long as no event of default has occurred and is continuing, the applicable margin percentages under the term loan facility and the revolving loan facility will be subject to adjustments in increments based upon performance goals.

        All borrowings under the new revolving loan facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

        In connection with the merger, the Company also issued $400 million aggregate principal amount of 8³/8% Senior Subordinated Notes due 2011. Such notes do not require principal payments prior to their maturity in July 2011.

        Also in connection with the merger, Warburg Pincus and certain other institutional investors made an investment in TD Holding Corporation ("TD Holding") of approximately $471.3 million. TD Holding contributed such funds as equity to TD Acquisition. TD Acquisition then contributed the funds as equity to TD Funding, which lent a portion of such proceeds, together with a portion of the proceeds it received from the issuance of the notes and from borrowings under the new senior secured

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credit facilities, to TD Acquisition. TD Acquisition was then able to pay all amounts due to the equity holders of Holdings under the terms of the merger agreement which totaled approximately $759.7 million. The senior management of the Company also rolled over options with a net value of approximately $35.7 million.

        Using a portion of the proceeds from the 8³/8% Senior Subordinated Notes due 2011, the borrowings under the new senior secured credit facilities, the cash investment by Warburg Pincus and certain other institutional investors and existing cash balances, the Company repaid or defeased all of its long-term indebtedness that was outstanding immediately prior to the consummation of the merger and acquisition fees and expenses of approximately $34.8 million. The repaid indebtedness included all amounts outstanding under the Company's existing credit facilities. The Company also completed a tender offer to repurchase its 10³/8% Senior Subordinated Notes. Approximately $197.75 million aggregate principal amount of the $200 million aggregate principal amount of outstanding 10³/8% Senior Subordinated Notes were tendered in the tender offer. The Company defeased the remaining $2.25 million aggregate principal amount of 10³/8% Senior Subordinated Notes that were not tendered and accepted for payment in the tender offer.

        Both the new senior secured credit facilities and the new 8³/8% Senior Subordinated Notes due 2011 contain restrictive covenants that, among other things, limit the incurrence of additional indebtedness, the payment of dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, liens and encumbrances, and prepayments of other indebtedness. In addition, the new senior secured credit facilities and the new 8³/8% Senior Subordinated Notes due 2011 require the Company to meet certain financial ratios. Any failure to comply with the restrictions of the new senior secured credit facilities, the new 8³/8% Senior Subordinated Notes due 2011 or any other subsequent financing agreements may result in an event of default. An event of default may allow the creditors, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders under the new senior secured credit facilities may be able to terminate any commitments they had made to supply the Company with further funds.

Contractual Obligations

        The following is a summary of contractual cash obligations, excluding interest, on a pro forma basis over the next several fiscal years to give effect to the Transactions as if they had occurred on June 28, 2003 (in millions):

	2003		2004		2005		2006		2007		2008 and thereafter		Total
Term loan facility	$	—	$	2.9	$	2.9	$	2.9	$	2.9	$	283.4	$	295.0
83/8% Senior Subordinated Notes		—		—		—		—		—		400.0		400.0
Operating leases		0.4		1.5		1.2		0.8		0.7		3.9		8.5
Other long-term obligations		—		2.2		2.2		—		—		—		4.4
Total contractual cash obligations	$	0.4	$	6.6	$	6.3	$	3.7	$	3.6	$	687.3	$	707.9

        After giving effect to the Transactions, the Company's primary future cash needs will consist of debt service and capital expenditures. The Company incurs capital expenditures for the purpose of maintaining and replacing existing equipment and facilities and, from time to time, for facility expansion. Capital expenditures totaled approximately $3.9 million and $2.1 million during the thirty-nine weeks ended June 28, 2003 and June 29, 2002, respectively, and $3.8 million, $4.5 million and $4.4 million during fiscal 2002, fiscal 2001 and fiscal 2000, respectively. The Company expects its capital expenditures in fiscal 2003 to be approximately $5.5 million and such expenditures are projected to increase moderately thereafter.

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        The Company may from time to time seek to retire its outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company's liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. In addition, the Company may issue additional debt if prevailing market conditions are favorable to doing so.

        The Company intends to pursue acquisitions that present opportunities consistent with the Company's value generation strategy. The Company regularly engages in discussions with respect to potential acquisitions and investments. However, there are no binding agreements with respect to any acquisitions at this time, and there can be no assurance that the Company will be able to reach an agreement with respect to any future acquisition. The Company's acquisition strategy may require substantial capital, and no assurance can be given that the Company will be able to raise any necessary funds on acceptable terms or at all. If the Company incurs additional debt to finance acquisitions, total interest expense will increase.

        The Company's ability to make scheduled payments of principal of, or to pay the interest on, or to refinance, the Company's indebtedness, or to fund non-acquisition related capital expenditures and research and development efforts, will depend on the Company's ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond its control. Based on its current levels of operations and anticipated cost savings and operating improvements and absent any disruptive events, management believes that internally generated funds and borrowings available under our new revolving loan facility should provide sufficient resources to finance its operations, non-acquisition related capital expenditures, research and development efforts and long-term indebtedness obligations for at least the next several years. There can be no assurance, however, that the Company's business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to the Company under the new credit facility in an amount sufficient to enable it to pay its indebtedness or to fund its other liquidity needs. The Company may need to refinance all or a portion of its indebtedness on or before maturity. Also, to the extent the Company accelerates its growth plans, consummates acquisitions or has lower than anticipated sales or increases in expenses, the Company may also need to raise additional capital. In particular, increased working capital needs occur whenever the Company consummates acquisitions or experiences strong incremental demand. There can be no assurance that the Company will be able to raise additional capital on commercially reasonable terms or at all.

Quantitative and Qualitative Disclosures About Market Risk

        At June 28, 2003, the Company had borrowings under its existing senior credit facility of $198.5 million that were subject to interest rate risk. The effect of a hypothetical one percentage point increase in interest rates would increase the annual interest costs under the existing credit facility by approximately $2.0 million based on the amount of borrowings outstanding at June 28, 2003. In addition, at June 28, 2003, the Company had $200 million outstanding under its existing 10³/8% Senior Subordinated Notes that was exposed to the market risk of interest rate changes. All of the borrowings outstanding under the Company's existing credit facility were repaid in connection with the consummation of the merger. In addition, on July 22, 2003, $197.75 million aggregate principal amount of the 10³/8% Senior Subordinated Notes were repaid in full and the remaining outstanding $2.25 million aggregate principal amount of such notes were defeased in accordance with the indenture governing such notes and such notes will be redeemed by the Company on December 1, 2003, the first redemption date under such indenture.

        The fair value of the $400 million aggregate principal amount of new 8³/8% Senior Subordinated Notes due 2011 is exposed to the market risk of interest rate changes. The Company's cash flows and

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earnings will also be exposed to the market risk of interest rate changes resulting from variable rate borrowings under its new senior secured credit facilities. Borrowings under the Company's new senior secured credit facilities will bear interest, at its option, at a rate equal to either an alternate base rate or an adjusted LIBO rate for a one, two, three or six-month interest period chosen by the Company, in each case, plus an applicable margin percentage that will be subject to periodic adjustment based on the achievement of certain performance goals. The Company is subject to interest rate risk with respect to borrowings under its new senior secured credit facilities as the interest rates on such borrowings vary with market conditions and, thus, the amount of outstanding borrowings approximates the fair value of the indebtedness. The weighted average interest rate on the $295 million of borrowings under the new senior secured credit facilities on July 22, 2003 (date of the merger) was 4.11%. See "Description of the New Senior Secured Credit Facilities."

New Accounting Standards

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which became effective for the Company on October 1, 2002. Under the provisions of SFAS 142 amortization of goodwill ceased effective October 1, 2002. The adoption of this statement will result in the elimination of approximately $5 million of annual goodwill amortization expense beginning in fiscal 2003. Goodwill amortization was replaced with the requirement to test goodwill for impairment upon adoption of SFAS 142 and at least annually thereafter. The Company's initial impairment test as of October 1, 2002 had no effect on its consolidated financial position or results of operations. The Company's annual impairment test will be performed as of its fiscal year end. A reconciliation of net income reported by the Company for the thirty-nine week periods ended June 28, 2003 and June 29, 2002 to the net income which would have been reported had the provisions of SFAS 142 been applied at the beginning of each period is presented in the notes to Holdings' condensed consolidated financial statements included elsewhere in this registration statement.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," which changes the accounting for costs such as lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity initiated after December 31, 2002. The statement requires companies to recognize the fair value of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The adoption of this statement had no effect on the Company's consolidated financial position or results of operations.

        In December 2002, the FASB issued Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements" ("FIN 45"), which requires the disclosure of any guarantees in place prior to December 31, 2002 and the recognition of a liability for the fair value of any guarantees entered into or modified after that date. The Company is not a guarantor in arrangements that require the recognition of a liability or disclosure under FIN 45. The adoption of this statement had no effect on the Company's consolidated financial position or results of operations.

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS 148"), an amendment of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). SFAS 148 amends SFAS 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

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        The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its stock option plans. No compensation cost has been recognized for the Company's stock option plans because the exercise price of the options issued equaled the fair value of the common stock on the grant dates. Had compensation cost for the Company's stock option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method specified in SFAS 123, the Company's reported net income would have been reduced. Information concerning reported and pro forma stock-based employee compensation costs and net income is presented in the notes to Holdings' condensed consolidated financial statements for the thirty-nine week periods ended June 28, 2003 and June 29, 2002 presented elsewhere in this registration statement to illustrate the difference between accounting for the stock option plans under APB 25 and SFAS 123.

        During January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"), which requires existing, unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. Variable interest entities are defined as having one or both of the following characteristics:

•

The equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties.



•

The equity investors lack one or more of the essential characteristics of a controlling financial interest.

        The Company has determined that it is not reasonably possible that it will be required to consolidate or disclose information about a variable interest entity upon implementation of FIN 46 in the fourth quarter of fiscal 2003.

        During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The statement will be effective for the Company's fourth quarter of fiscal 2003 and requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The Company has not determined the impact, if any, that this statement will have on its consolidated financial position or results of operations.

Additional Disclosure Required by Indenture

        Separate financial statements of TransDigm are not presented since Holdings has no operations or assets separate from its investment in TransDigm and since the original notes were, and the exchange notes will be guaranteed by Holdings and all direct and indirect domestic restricted subsidiaries of TransDigm. As of the date of this prospectus, the only subsidiary of TransDigm that will not guarantee the notes offered hereby is one wholly owned, foreign subsidiary that has inconsequential assets, liabilities and equity.

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BUSINESS

General

        We were formed in July 1993 as NovaDigm Acquisition, Inc., a Delaware corporation, in connection with the acquisition of certain companies from IMO Industries Inc. Today we are a leading global supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. We estimate that approximately 95% of our net sales for the thirty-nine week period ended June 28, 2003 were generated by proprietary products for which we own the design. These items are generally approved and certified by airframe manufacturers, government agencies, the Federal Aviation Administration, or the FAA, or similar entities. During the same period, we estimate that we generated approximately 80% of our net sales from products for which we are the sole source provider. Once our parts are designated as original equipment on an aircraft, we generate net sales from recurring aftermarket parts sales over the life of that aircraft. As a result, we estimate that, on a pro forma basis, over 70% of our net sales for the thirty-nine week period ended June 28, 2003 were generated from the commercial and military aftermarkets. These aftermarket revenues generally produce a higher gross margin and are typically more stable than original equipment manufacturer, or OEM, sales.

        We provide components for a large, diverse installed base of aircraft, with no single aircraft platform accounting for more than 9% of our net sales in the fiscal year ended September 30, 2002. In the commercial sector, which generated approximately 72% of our pro forma net sales for the thirty-nine week period ended June 28, 2003, we sell to distributors of aftermarket components, as well as directly to commercial airlines, aircraft maintenance facilities, and aircraft and engine OEMs. During the thirty-nine week period ended June 28, 2003, we generated approximately 28% of our pro forma net sales from the defense sector, selling through distributors and directly to the United States and foreign militaries and defense OEMs. For the thirty-nine week period ended June 28, 2003, on a pro forma basis, we generated pro forma net sales of $232.7 million.

        Our business strategy includes three core value drivers: (1) pricing each of our products to fairly reflect the unique value provided by that product; (2) obtaining profitable new business by proactively working with customers to apply our technical capabilities to solve specific customer problems; and (3) striving to continually improve productivity. Successful execution of these value drivers has enabled us to consistently deliver solid financial performance even in difficult macroeconomic environments.

Industry and Market Overview

        We believe that our addressable market for proprietary engineered components is approximately $7.5 billion, including both the commercial and military aerospace sectors. The commercial OEM market has historically exhibited cyclical swings and sensitivity to economic conditions, while the aftermarket, which is driven by usage of the existing aircraft fleet, has proven to be more stable. For instance, Airbus and Boeing expect their new aircraft deliveries in 2003 to be approximately 36% lower than their 1999 peak levels. Meanwhile, Revenue Passenger Miles, or RPMs, a commonly used measure of fleet usage, decreased by approximately 12.4% from the first six months of 2001 compared to the first six months of 2003 and decreased by a smaller percentage (approximately 2.9%) from the first six months of 2002 compared to the first six months of 2003, notwithstanding the recent SARS outbreak and increased military activity in the Middle East. Military OEM and aftermarket sales increase as defense spending increases. Air transport, support and surveillance are an increasingly essential component of military operations. Following the recent military engagements in Afghanistan and Iraq, we expect that many aircraft will need to be overhauled and repaired. According to forecasts of the U.S. Department of Defense, U.S. military aircraft maintenance spending is expected to increase by 5.1% annually through 2005.

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Competitive Strengths

        We believe our key competitive strengths are:

•

Large Installed Product Base with Recurring Aftermarket Revenue Stream. We provide components to a large and growing installed base of aircraft for which we supply aftermarket products and services. We estimate that our products are installed on more than 30,000 commercial transport, military and business turbine aircraft. This installed base and our sole source position for an estimated 80% of our net sales for the thirty-nine week period ended June 28, 2003 enable us to capture a long-term stream of highly profitable aftermarket revenues over the life of an individual aircraft, which will normally fly for 30 or more years.



•

Diversified Revenue Base. Our diversified revenue base reduces our dependence on any particular customer, platform or market segment and has been a significant factor in maintaining our financial performance. Our products are used on all of the major commercial aircraft platforms now in production, including the Boeing 777, 747, 757, 767, 737 and 717, the entire Airbus fleet and Bombardier and Embraer regional jets. In addition, our parts are used on many modern military programs, including fighters such as the F-15, F-16 and F-18, military transport planes such as the C-130, C-130J and C-17, helicopters such as the Apache and Blackhawk, and the Raytheon Patriot missile. While industry-wide commercial OEM deliveries have been negatively impacted following the events of September 11, 2001, our more stable commercial aftermarket business has been more modestly affected and our military business has strengthened. In addition, since we have limited exposure to older generation commercial aircraft such as the DC-9 and the Boeing 727, fewer of the aircraft that we provide components for have been retired or taken out of service during the current airline industry downturn.



•

Significant Barriers to Entry. We compete in niche markets with significant barriers to entry. We believe that the niche nature of our markets, the industry's stringent regulatory and certification requirements, the large number of SKUs that we sell and the investments necessary in development and certification create barriers to entry for potential competitors. As a result of the barriers to entry in our markets, we estimate that for the thirty-nine week period ended June 28, 2003, approximately 80% of our net sales were generated from products for which we are the sole source provider. When our customers receive products that meet or exceed expectations and performance standards, they have little incentive to certify another supplier because of the cost and time of the certification process. In addition, concerns about safety and the indirect costs of flight delays if products are unavailable or undependable make our customers hesitant to switch to new suppliers.



•

History of Successful Product Innovation. We have a history of consistent leadership in our markets and a strong reputation for innovative, solution-oriented products. For example, Airbus Industries selected us to design the security bolting systems to be installed on all Airbus cockpit doors to comply with FAA and European regulatory requirements adopted after the events of September 11, 2001. We have developed a highly engineered cockpit door safety mechanism that simultaneously prevents unauthorized penetration into the cockpit while providing a rapid response in the event of an emergency depressurization. The system has been retrofitted on more than 2,500 Airbus aircraft in service and is currently being installed on all new Airbus aircraft for use in North America or Europe. We also continue to develop new products for military applications. We expect to provide the in-air fuel coupling pumps, controls, valves and other components for the new Boeing 767 military fuel tanker program, which Congress recently approved, and we expect to provide pumps, ignition systems and other components for the Joint Strike Fighter jet manufactured by

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Lockheed Martin. Our success at developing new products has contributed to the growth of our business.

•

Experienced Management Team with a Successful Track Record. Our operations are managed by a highly experienced management team with a proven record in the aircraft components business. This team has also demonstrated its ability over the last ten years to successfully operate our business through market cycles and under a leveraged capital structure. Our experienced management team has a proven track record of consolidating operations, reducing overhead and rationalizing costs.

Business Strategy

        Key elements of our business strategy are:

•

Provide Value Added Products and Reliable Service to Customers. We focus on engineering, manufacturing and marketing highly engineered products to customers that place a premium on our capabilities. We have been effective in communicating to aircraft operators the value of our products in terms of increased value generated by their reliability and performance, as well as reduced maintenance requirements. Our customers often recognize that the indirect cost of a flight delay because of poor performance or an unavailable product greatly outweighs the underlying direct cost of our products. Our product quality and customer support has allowed us to share the value generated by our products. We intend to continue to develop and market high value added products that provide significant benefits to our customers.



•

Generate Profitable New Business Initiatives. We have been successful in identifying and commercializing new business opportunities in the OEM and aftermarket segments to drive revenue growth. We have been effective in creating aftermarket opportunities by developing superior products to retrofit aircraft already in service. We work closely with airlines to identify components that repeatedly cause flight delays or otherwise fail to meet the airlines' performance standards. We design and certify new parts with improved performance characteristics, for which our customers are typically willing to pay a premium. Importantly, we often invest in developing and certifying a new part with the support of an airline sponsor. This support tends to significantly improve the probability of commercial success. We intend to pursue growth opportunities through our new business initiatives.



•

Realize Productivity Savings. We will continue to focus on improving operating margins through steady improvements to our cost structure and increases in employee productivity. We have achieved significant increases in employee productivity since our formation in 1993. We have continually rationalized our manufacturing facilities and redesigned our manufacturing and other business practices to maximize efficiency. For example, we encourage our employees through performance incentives to learn to operate multiple manufacturing stations in order to minimize overall labor costs. This initiative and others like it have enabled us to consistently increase sales without corresponding increases in our cost structure.



•

Pursue Strategic Acquisitions. We continue to pursue acquisitions where we believe that we can enhance value, reduce costs and develop new business. The aircraft component industry is highly fragmented, with many of the companies in the industry being small operators or small non-core operations of larger businesses. We believe the industry may experience consolidation due to customer requirements that favor larger, more capable suppliers who can provide engineering as well as production capability. Our management team has successfully integrated seven acquisitions since our formation in 1993. In each case, we have

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significantly improved customer service and delivery reliability and have achieved enhanced financial performance.

Our Products

        We focus on developing highly customized products to solve specific problems for aircraft operators and manufacturers. We differentiate ourselves based on our engineering and manufacturing capabilities, and we typically choose not to compete for non-proprietary "build to print" business, in which price is the primary competitive driver and which usually offers lower margins. Our products have strong brand names within the industry and we have a strong reputation for high quality, reliability and customer support. We categorize our products into two groupings: power system components and airframe system components.

        Power system components generated approximately 61% of our pro forma net sales in the thirty-nine week period ended June 28, 2003. Our major power system components products are (1) ignition system components such as igniters, exciters and spark plugs used to start and spark turbine and reciprocating aircraft engines; (2) gear pumps used primarily in hydraulic and fuel applications; (3) mechanical/electromechanical controls used in numerous actuation applications; (4) batteries/chargers used to provide starting and back-up power; and (5) rods and locking devices used to hold open panels to allow access to engines for maintenance.

        Airframe system components generated approximately 39% of our pro forma net sales in the thirty-nine week period ended June 28, 2003. Our major airframe system components products are (1) engineered connectors used in fuel, pneumatic and hydraulic applications; (2) engineered latching and locking devices used in various bin, security and other applications; and (3) lavatory hardware and components.

        The major end users of our products include most of the world's airlines, the United States and foreign militaries, and leading engine and airframe OEMs such as Boeing, Airbus, General Electric, United Technologies, Rolls-Royce, Honeywell, Bombardier, Embraer, Cessna, Gulfstream, Raytheon, Northrop Grumman and Lockheed Martin. We sell our products directly to these end users and also through the industry's leading distributors such as Aviall, Satair and AAR.

Sales and Marketing

        Consistent with our overall strategy, our sales and marketing organization is structured to understand and anticipate the needs of customers in order to continually develop a stream of technical solutions that generate significant value. In particular, we focus on the high-margin, repeatable aftermarket segment.

        We have structured our sales efforts along our major product lines, assigning a product line manager to each line. The product line managers are expected to grow the sales and profitability of their product line faster than the served market and to achieve the targeted annual level of bookings, sales, new business and profitability for each product. Assisting the product line managers are account managers and sales engineers who are responsible for covering major OEM and airline accounts. Account managers and sales engineers are expected to be familiar with the personnel, organization and needs of specific customers, to achieve total bookings and new business goals for each account, and, in conjunction with the product line managers, to determine when additional resources are required at customer locations. Most of our sales personnel are compensated in part on their bookings and ability to identify and convert new business opportunities.

        Though the majority are employees, the account manager function may be performed by independent representatives depending on the specific customer, product and geographic location. We

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also use a number of distributors to provide logistical support as well as primary customer contact with certain smaller accounts. Our major distributors are Aviall, Satair and AAR.

Manufacturing and Engineering

        We maintain five principal manufacturing facilities. Each facility serves its respective product lines and comprises manufacturing, distribution and engineering as well as administrative functions, including management, sales and finance. The facilities encompass approximately 105,000, 44,000, 150,000, 50,000 and 169,000 square feet of manufacturing space in Los Angeles, California; Cleveland, Ohio; Waco, Texas; Fullerton, California; and Liberty, South Carolina, respectively. In addition, as a result of the Norco acquisition we currently lease an approximately 28,000 square foot facility in Ridgefield, Connecticut. We are in the process of relocating Norco's manufacturing operations from the Connecticut facility to our Waco, Texas facility. We expect to complete the relocation by the end of our 2003 fiscal year. We continually take various steps to improve productivity and reduce costs, including consolidating operations, developing improved control systems that allow for accurate product line profit and loss accounting, investing in equipment and tooling, installing modern information systems and implementing broad-based employee training programs. Management believes that our manufacturing systems and equipment contribute to our ability to compete by permitting us to meet the rigorous tolerances and cost sensitive price structure of aircraft customers. We focus our manufacturing activities by product line, alternating our equipment among designs as demand requires.

        Each of our operating groups attempts to differentiate itself from its competitors by efficiently and consistently producing uniquely engineered products with high quality and timely delivery. Our proprietary products are designed by our engineering staff and intended to serve unmet needs in the aircraft component industry, particularly through our new product initiatives. See "—Our Products." These proprietary designs must withstand the extraordinary conditions and stresses that will be endured by products during use and meet the rigorous demands of our customers' tolerance and quality requirements.

        We use sophisticated equipment and procedures to ensure the quality of our products and to comply with military specifications and FAA and OEM certification requirements. We perform a variety of testing procedures, including testing under different temperature, humidity and altitude levels, shock and vibration testing and X-ray fluorescent measurement. These procedures, together with other customer approved techniques for document, process and quality control, are used throughout our manufacturing facilities.

Customers

        Our customers include: (1) distributors of aerospace components, (2) worldwide commercial airlines, including national and regional airlines, particularly for aftermarket maintenance, repair and overhaul components, (3) large commercial transport and regional and business aircraft OEMs, (4) various armed forces of the United States and friendly foreign governments, (5) defense OEMs, and (6) various other industrial customers. For the fiscal year ended September 30, 2002, each of Aviall (a distributor of aftermarket parts to airlines throughout the world), the U.S. Government and Honeywell International, Inc. accounted for approximately 11% of the our net sales. Products supplied to many of our customers, including our three largest customers, are used on multiple platforms.

        We have strong customer relationships with virtually all important large commercial transport, regional, general aviation and military OEMs. The demand for our aftermarket parts and services depends on the breadth of our installed base, RPMs and, to a lesser extent, airline profitability and the size and age of the worldwide aircraft fleet. Some of our business is executed under long-term agreements with customers, which encompass many products under a common agreement. We are also a leading supplier of components used on U.S. designed military aircraft. Our products are used on a

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variety of fighter aircraft, freighters and helicopters, including the Boeing F-15 and F-18, Lockheed Martin F-16, the E2C (Hawkeye), Joint Strike Fighter, Boeing C-17, Lockheed C-130 and the Blackhawk and Apache helicopters.

Competition

        We compete with a number of established companies, including divisions of larger companies that have significantly greater financial, technological and marketing resources. The niche markets within the aerospace industry that we serve are relatively fragmented with several competitors for each of the products and services provided by us. Due to the global nature of the commercial aircraft industry, competition in these categories comes from both U.S. and foreign companies. We know of no single competitor, however, that provides the same range of products and services as those provided by us. Competitors in our product lines range in size from divisions of large corporations to small privately held entities, with only one or two components in their entire product line. We believe that our ability to compete depends on high product performance, consistent high quality and timely delivery, competitive price, and superior customer service and support.

Governmental Regulation

        The commercial aircraft component industry is highly regulated by both the FAA in the United States and by the Joint Aviation Authorities in Europe and other agencies throughout the world, while the military aircraft component industry is governed by military quality specifications. We, and the components we manufacture, are required to be certified by one or more of these entities, and, in some cases, by individual OEMs, in order to engineer and service parts and components used in specific aircraft models.

        We must also satisfy the requirements of our customers, including OEMs and airlines that are subject to FAA regulations, and provide these customers with products and services that comply with the government regulations applicable to commercial flight operations. In addition, the FAA requires that various maintenance routines be performed on aircraft components, and we currently satisfy or exceed these maintenance standards in our repair and overhaul services. Several of our operating divisions include FAA approved repair stations.

        Our operations are also subject to a variety of worker and community safety laws. The Occupational Safety and Health Act, or OSHA, mandates general requirements for safe workplaces for all employees. In addition, OSHA provides special procedures and measures for the handling of certain hazardous and toxic substances. We believe that our operations are in material compliance with OSHA's health and safety requirements.

Raw Materials and Patents

        We require the use of various raw materials, including titanium, aluminum, nickel powder, nickel screen, stainless steel, iridium and cadmium, in our manufacturing processes. We also purchase a variety of manufactured component parts from various suppliers. At times, our operating units concentrate their orders among a few suppliers in order to strengthen their supplier relationships. Raw materials and component parts are generally available from multiple suppliers at competitive prices.

        We have various trade secrets, proprietary information, trademarks, trade names, patents, copyrights and other intellectual property rights, which we believe, in the aggregate but not individually, are important to our business.

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Environmental Matters

        Our operations and facilities are subject to federal, state and local environmental laws and regulations governing, among other matters, the emission, discharge, generation, management, transportation and disposal of hazardous materials, wastes and pollutants, the investigation and remediation of contaminated sites, and permits required in connection with our operations. Although we believe that our operations and facilities are in material compliance with applicable environmental laws, we cannot assure you that future changes in such laws, regulations or requirements thereunder or in the nature of our operations will not require us to make significant additional expenditures to ensure compliance in the future. Further, we could incur substantial costs, including cleanup costs, fines and sanctions, and third party property damage or personal injury claims as a result of violations of or liabilities under environmental laws, relevant common law, or the environmental permits required for our operations.

        Under some environmental laws, a current or previous owner or operator of a contaminated site may be held liable for the entire cost of investigation, removal or remediation of hazardous materials at such property, whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous materials. Persons who arrange for disposal or treatment of hazardous materials also may be liable for the costs of investigation, removal or remediation of those substances at a disposal or treatment site, regardless of whether the affected site is owned or operated by that person. Because we own and/or operate a number of facilities that have a history of industrial or commercial use and because we arrange for the disposal of hazardous materials at many disposal sites, we may and do incur costs for investigation, removal and remediation. For example, we are addressing soil and groundwater contamination at our facility in Waco, Texas. Pursuant to the terms of the 1997 purchase agreement for such facility, the seller established a $2 million escrow fund for the purpose of funding the investigation and remediation of certain contaminants in the groundwater. In September 1998, the seller filed a lawsuit against us claiming that we breached the terms of the agreement and seeking release of all monies in the fund. We have filed counterclaims against the seller and cannot predict the ultimate outcome of this matter. In addition, the owner of our leased facility in Ridgefield, Connecticut is currently conducting on-site groundwater remediation pursuant to an agreement with the State of Connecticut. We also receive inquiries and notices of potential liability with respect to offsite disposal facilities from time to time. Although we have not incurred any material investigation or cleanup costs to date, the discovery of additional contaminants or the imposition of additional cleanup obligations at these or other sites, or the failure of any other potentially liable party to meet its obligations, could result in significant liability.

Properties

        We own and operate a 130,000 square foot facility in Los Angeles, California, a 44,000 square foot facility in Cleveland, Ohio, a 219,000 square foot facility in Waco, Texas and a 219,000 square foot facility in Liberty, South Carolina. In addition, we lease and operate a 100,000 square foot facility in Fullerton, California and approximately 19,000 square feet in Richmond Heights, Ohio, which is also our headquarters. We also lease certain of our other non-material facilities, including an approximately 28,000 square foot facility in Ridgefield, Connecticut we obtained in connection with the Norco acquisition. We are in the process of relocating Norco's manufacturing operations from the Connecticut facility to our Waco, Texas facility. We expect the relocation to be complete by the end of our 2003 fiscal year. Management believes that our machinery, plants and offices are in satisfactory operating condition and that we will have sufficient capacity to meet foreseeable future needs without incurring significant additional capital expenditures.

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Employees

        As of June 28, 2003, we had approximately 960 employees. Approximately 12% of our employees were represented by the United Steelworkers Union, and approximately 6% were represented by the United Automobile, Aerospace and Agricultural Implement Workers of America. Collective bargaining agreements between us and these labor unions expire in April 2005 and November 2004, respectively. We consider our relationship with our employees generally to be satisfactory.

Legal Proceedings

        During the ordinary course of business, we are from time to time threatened with, or may become a party to, legal actions and other proceedings related to our businesses, products or operations. While we are currently involved in some legal proceedings, we believe the results of these proceedings will not have a material effect on our financial condition, results of operations, or cash flows. We believe that our potential exposure to those legal actions is adequately covered by our aviation product and general liability insurance.

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MANAGEMENT

        The following table sets forth certain information concerning our directors and executive officers:

Name	Age	Position
W. Nicholas Howley	51	President, Chief Executive Officer and Chairman of the Board of Directors
Robert S. Henderson	47	President, AdelWiggins Group
Raymond F. Laubenthal	42	President, AeroControlex Group
John F. Leary	56	President, Adams Rite Aerospace, Inc.
Albert J. Rodriguez	43	President, Marathon Power Technologies Company
W. Todd Littleton	39	President, Champion Aerospace Inc.
Gregory Rufus	47	Vice President and Chief Financial Officer
David A. Barr	40	Director
Michael Graff	52	Director
Kevin Kruse	33	Director
Kewsong Lee	38	Director
Douglas W. Peacock	64	Director

Mr. Howley has been a director and President of TransDigm and Holdings since December 1998, and was named Chairman of the Board of Directors of TransDigm and Holdings on July 23, 2003, in connection with the closing of the Transactions. He has served as Chief Executive Officer of TransDigm and Holdings since December 2001. From December 1998 until December 2001, Mr. Howley served as President and Chief Operating Officer of TransDigm and Holdings. Mr. Howley served as Executive Vice President of TransDigm and President of the AeroControlex Group from TransDigm's inception in September 1993 until December 1998. Prior to joining TransDigm, Mr. Howley served as General Manager of IMO Industries Inc., Aeroproducts Division, and Director of Finance for the 15 divisions of IMO's Turbomachinery, Aerospace, and Power Transmission groups. Mr. Howley is a director of Aviation Technology Group, Inc. and a trustee of Gilmour Academy. Mr. Howley received his B.S. degree in engineering from Drexel University and an MBA from Harvard Business School.

Mr. Henderson has been President of the AdelWiggins Group since August 1999. From March 1998 until August 1999, he served as President of Marathon Power Technologies Company. From November 1994 until March 1998, he served as Manager of Operations for the AdelWiggins Group. From 1991 until November 1994, Mr. Henderson served as Operations Manager at RainBird Sprinkler. Mr. Henderson received his B.A. degree in mathematics from Brown University and attended Harvard Business School.

Mr. Laubenthal has been President of the AeroControlex Group since November 1998. From December 1996 until November 1998, Mr. Laubenthal served as Director of Manufacturing and Engineering for the AeroControlex Group and had prior extensive experience in manufacturing and engineering at Parker Hannifin Corporation and Textron. From October 1993 until December 1996, Mr. Laubenthal served as Director of Manufacturing for the AeroControlex Group. Mr. Laubenthal received a B.S. degree in mechanical engineering from Case Western Reserve University and an MBA from Northern Illinois University.

Mr. Leary has been President of Adams Rite Aerospace, Inc. since June 1999. From 1995 to June 1999, Mr. Leary was a General Operations Manager with Furon Company. From 1991 to 1995,

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Mr. Leary served as the Plant Manager of Emerson Electric, Chromalox Division. Mr. Leary received a B.S. degree in Mechanical Engineering from the New Jersey Institute of Technology.

Mr. Rodriguez has been President of Marathon Power Technologies Company since September 1999. From January 1998 until September 1999, Mr. Rodriguez served as Director of Commercial Operations for the AeroControlex Group. From 1993 to 1997, Mr. Rodriguez served as Director of Sales and Marketing for the AeroControlex Group. Mr. Rodriguez has prior experience with IMO Industries, Esterline, as well as Kaiser Aerospace. Mr. Rodriguez received his Bachelor of Engineering with a concentration in Chemical Engineering from Stevens Institute of Technology.

Mr. Littleton has been President of Champion Aerospace Inc. since March 2002. From July 2001 until March 2002, he served as Director of Operations, Engineering for Champion Aerospace Inc. From 1989 until July 2001, he served as Director of Manufacturing for Anti-Lock Brakes and Fuel Systems Products in Anderson, South Carolina of Robert Bosch Corp. Prior to that, he served as Business Unit Manager with responsibility for Robert Bosch Corp.'s fuel systems product business. His prior experience also includes various operating management and engineering assignments with WABCO and T&S Brass. Mr. Littleton received a B.S. degree in mechanical engineering from Auburn University and has completed the Executive Leadership Skills Program at the University of South Carolina.

Mr. Rufus has been Vice President and Chief Financial Officer of TransDigm and Holdings since August 2000. Prior to joining TransDigm, Mr. Rufus spent 19 years at Emerson Electric, during which he held divisional vice president responsibilities at Ridge Tool, Liebert Corp., and Harris Calorific, all part of the Emerson organization. Prior to Emerson, Mr. Rufus spent four years with Ernst & Young. Mr. Rufus received his CPA certification in Ohio in 1980. Mr. Rufus received a B.A. degree in accounting from Baldwin-Wallace College and attended the Weatherhead School of Management at Case Western Reserve University.

Mr. Barr was named a director of TransDigm and Holdings on July 23, 2003, in connection with the closing of the Transactions. Mr. Barr has served as a member and managing director of Warburg Pincus LLC and a general partner of Warburg Pincus & Co. since January 2001. Prior to joining Warburg Pincus, Mr. Barr served as a managing director at Butler Capital where he focused on industrial leveraged buyout transactions for more than ten years. Mr. Barr is a director of Eagle Family Foods, Inc. and Wellman, Inc. He holds a B.A. in economics from Wesleyan University and an MBA from Harvard Business School.

Mr. Graff was named a director of TransDigm and Holdings on July 23, 2003, in connection with the closing of the Transactions. Mr. Graff has served as an advisor to Warburg Pincus LLC since July 2002. Prior to working with Warburg Pincus, Mr. Graff spent six years with Bombardier, serving as President of Business Aircraft and later as President and Chief Operating Officer of Bombardier Aerospace Group ("Bombardier"). Prior to joining Bombardier, Mr. Graff spent 15 years with McKinsey & Company, Inc., a management consulting firm, as a partner in the New York, London, and Pittsburgh offices serving a number of aerospace suppliers and OEMs, as well as major airlines. Mr. Graff received an A.B. degree in economics from Harvard College and an M.S. in management from M.I.T.

Mr. Kruse was named a director of TransDigm and Holdings on July 23, 2003, in connection with the closing of the Transactions. Mr. Kruse has been a Vice President of Warburg Pincus LLC since January 2003 and has been employed by Warburg Pincus LLC since February 2002. Prior to joining Warburg Pincus, Mr. Kruse was employed by AEA Investors Inc. where he focused on private equity opportunities in industrial and consumer products companies. Before that, he was employed by Bain & Co., a management consulting firm. Mr. Kruse received an A.B. degree in government from Dartmouth College.

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Mr. Lee was named a director of TransDigm and Holdings on July 23, 2003, in connection with the closing of the Transactions. Mr. Lee has served as a member and managing director of Warburg Pincus LLC and a general partner of Warburg Pincus & Co. since January 1997. He has been employed at Warburg Pincus since 1992. Prior to joining Warburg Pincus, Mr. Lee served as a consultant at McKinsey & Company, Inc. from 1990 to 1992. His present service as a director includes membership on the boards of Arch Capital Group, Ltd., Knoll, Inc., Eagle Family Foods, Inc. and several privately held companies. He received an A.B. degree from Harvard College and an MBA from Harvard Business School.

Mr. Peacock has been a director of TransDigm since September 1993 and of Holdings since 1999, excluding a short period which occurred during July 22, 2003. He served as Chairman of the Board of Directors of TransDigm since its inception in September 1993 until July 2003 and Chairman of the Board of Directors of Holdings since 1993 until July 2003. Prior to December 2001, Mr. Peacock also served as Chief Executive Officer of TransDigm and Holdings. He is also a director of Microporous Products, L.P. and Aviation Technology Group, Inc. Prior to joining TransDigm, Mr. Peacock spent six years with IMO Industries Inc. ("IMO") serving as Executive Vice President of IMO's Instruments and Aero Components Group from 1991 until 1993, Executive Vice President of Power Systems from 1989 until 1991, and managed IMO's Turbomachinery business from 1987 until 1989. Prior to joining IMO, Mr. Peacock spent 15 years in various managerial positions at Westinghouse Electric Corp. Mr. Peacock received a B.S. degree in chemical engineering from Washington State University and a Ph.D. in physical chemistry from the University of Illinois.

Board Committees

        TD Holding's board of directors has a Compensation Committee and an Audit Committee. The Compensation Committee establishes salaries, incentives and other forms of compensation for executive officers and administers incentive compensation and benefit plans provided for employees. The Audit Committee reviews Holdings' and TransDigm's audit policies and oversees the engagement of Holdings' and TransDigm's independent auditors. The members of the Compensation Committee are Mr. Barr, Mr. Kruse and Mr. Lee. The members of the Audit Committee are Mr. Barr and Mr. Kruse.

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Executive Compensation

        The following table sets forth the aggregate compensation paid or accrued by us for services rendered during fiscal 2002, 2001 and 2000 to TransDigm's Chief Executive Officer and each of TransDigm's four other most highly paid executive officers, who we refer to herein collectively as the named executive officers:

Summary Compensation Table

		Annual Compensation							Long-Term Compensation Awards
Name and Principal Position	Fiscal Year	Salary		Bonus		Other Annual Compensation(2)			Securities Underlying Options/SARs	All Other Compensation
Douglas W. Peacock Chairman of the Board and Chief Executive Officer(1)	2002 2001 2000	$	162,500 345,000 330,000	$	10,000 420,000 200,000	$	24,193 — —	(9)	— — —	$	14,786 17,795 18,575	(3)
W. Nicholas Howley President, Chief Executive Officer and Director(1)	2002 2001 2000		310,000 243,750 225,000		200,000 335,000 135,000		— — —		— — —		13,922 12,641 12,094	(4)
Robert S. Henderson President of AdelWiggins	2002 2001 2000		166,875 160,250 155,000		65,000 87,500 45,000		— — —		— — —		10,046 10,595 10,583	(5)
Raymond F. Laubenthal President of AeroControlex	2002 2001 2000		150,000 134,250 121,998		75,000 90,000 37,500		— — —		— — —		10,482 9,020 8,660	(6)
John F. Leary President of Adams Rite Aerospace, Inc.	2002 2001 2000		160,125 154,500 148,750		70,000 65,000 55,000		— — —		— — —		10,555 9,091 8,742	(7)
Gregory Rufus Vice President and Chief Financial Officer	2002 2001 2000		147,000 137,250 13,207		65,000 92,500 40,000		— — —		— — —		10,206 7,185 279	(8)

(1)

Effective December 3, 2001, Mr. Howley was named to the position of President and Chief Executive Officer. He previously served as President, Chief Operating Officer and Director. Mr. Peacock, who previously served as Chief Executive Officer, continued to serve as Chairman of the Board.

(2)

Does not include perquisites and other personal benefits because the value of these items did not exceed the lesser of $50,000 or 10% of reported salary and bonus of any of the listed executives, other than Mr. Peacock.

(3)

Includes $6,000 in contributions by TransDigm for the calendar year to a plan established under Section 401(k) of the Internal Revenue Code (the "401(k) plan") and $8,786 in Company-paid life insurance.

(4)

Includes $12,000 in contributions by TransDigm for the calendar year to the 401(k) plan and $1,922 in Company-paid life insurance.

(5)

Includes $8,706 in contributions by TransDigm for the calendar year to the 401(k) plan and $1,340 in Company-paid life insurance.

(6)

Includes $9,180 in contributions by TransDigm for the calendar year to the 401(k) plan and $1,302 in Company-paid life insurance.

(7)

Includes $9,690 in contributions by TransDigm for the calendar year to the 401(k) plan and $865 in Company-paid life insurance.

(8)

Includes $9,000 in contributions by TransDigm for the calendar year to the 401(k) plan and $1,206 in Company-paid life insurance.

(9)

Includes perquisites, $18,168 of which was for the imputed value for use of a Company automobile.

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Option Grants in Fiscal Year Ended September 30, 2002

        The following table sets forth summary information concerning individual grants of stock options in the common stock of Holdings made during the fiscal year ended September 30, 2002, to each of the executive officers named in the Summary Compensation Table.

		Individual Grants				Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
		Percentage of Total Options Granted to Employees in Fiscal Year
Name	Number of Securities Underlying Options Granted (#)			Exercise Price ($/Share)	Expiration Date
						5%($)		10%($)
Douglas W. Peacock Chairman of the Board and Chief Executive Officer	—	—		—	—		—		—
W. Nicholas Howley President, Chief Executive Officer and Director	—	—		—	—		—		—
Robert S. Henderson President of AdelWiggins	—	—		—	—		—		—
Raymond F. Laubenthal President of AeroControlex	—	—		—	—		—		—
John F. Leary President of Adams Rite Aerospace, Inc.	50	2.5	%	1,490	July 19, 2012	$	47,000	$	119,000
Gregory Rufus Vice President and Chief Financial Officer	175	8.9	%	1,490	July 19, 2012	$	164,000	$	416,000

        In connection with the consummation of the Transactions, the then-existing options held by the named executive officers were either cashed out or rolled over to options and interests related to TD Holding. See "—New Stock Option Plan" and "—Rollover Options."

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Aggregated Option/SAR Exercises In
Last Fiscal Year And Fiscal Year-End Option/SAR Values

Name		Exercise Price		Shares Acquired on Exercise	Value Realized	Number of Shares Underlying Unexercised Options/SARs at Fiscal Year-End			Value of Unexercised In- the-Money Options/SARs at Fiscal Year-End(2)
Douglas W. Peacock		$	100	—	—	Exercisable	2,992		Exercisable	$	7,420,160
	Chairman of the Board and					Unexercisable	—		Unexercisable		—
	Chief Executive Officer(1)		335	—	—	Exercisable	3,097		Exercisable		6,952,765
						Unexercisable	—		Unexercisable		—
			1,040	—	—	Exercisable	2,025		Exercisable		3,118,500
						Unexercisable	2,475		Unexercisable		3,811,500
W. Nicholas Howley			100	—	—	Exercisable	3,890		Exercisable		9,647,200
	President, Chief Executive					Unexercisable	—		Unexercisable		—
	Officer and Director(1)		335	—	—	Exercisable	1,900	(3)	Exercisable		4,265,500
						Unexercisable	—		Unexercisable		—
			1,040	—	—	Exercisable	2,025		Exercisable		3,118,500
						Unexercisable	2,475		Unexercisable		3,811,500
Robert S. Henderson			154	—	—	Exercisable	172		Exercisable		417,272
	President of AdelWiggins					Unexercisable	—		Unexercisable		—
			200	—	—	Exercisable	400		Exercisable		952,000
						Unexercisable	—		Unexercisable		—
			335	—	—	Exercisable	200		Exercisable		449,000
						Unexercisable	—		Unexercisable		—
			1,040	—	—	Exercisable	315		Exercisable		485,100
						Unexercisable	385		Unexercisable		592,900
Raymond F. Laubenthal			100	—	—	Exercisable	80		Exercisable		198,400
	President of AeroControlex					Unexercisable	—		Unexercisable		—
			200	—	—	Exercisable	400		Exercisable		952,000
						Unexercisable	—		Unexercisable		—
			335	—	—	Exercisable	300		Exercisable		673,500
						Unexercisable	—		Unexercisable		—
			1,040	—	—	Exercisable	315		Exercisable		485,100
						Unexercisable	385		Unexercisable		592,900
John F. Leary			1,040	—	—	Exercisable	225		Exercisable		346,500
	President of Adams Rite					Unexercisable	275		Unexercisable		423,500
	Aerospace		1,490	—	—	Exercisable	0		Exercisable		—
						Unexercisable	50		Unexercisable		54,500
Gregory Rufus			1,180	—	—	Exercisable	259		Exercisable		362,600
	Vice President and					Unexercisable	316		Unexercisable		442,400
	Chief Financial Officer		1,490	—	—	Exercisable	—		Exercisable		—
						Unexercisable	175		Unexercisable		190,750

(1)

Effective December 3, 2001, Mr. Howley was named to the position of President and Chief Executive Officer. He previously served as President, Chief Operating Officer and Director. Mr. Peacock, who previously served as Chief Executive Officer, continued to serve as Chairman of the Board.

(2)

The value of an unexercised option equals the aggregate fair value of the shares underlying the option (based on a per share value of $2,580 at September 30, 2002), less the aggregate exercise price of the option. The $2,580 per share value used in this calculation is only an estimate as of September 30, 2002. The actual share value on that date may have been different, and share values are subject to change over time.

(3)

Bratenahl Investments, LTD. is the record holder. Due to Mr. Howley's ownership interest in Bratenahl Investments, LTD., Mr. Howley may be deemed to be the beneficial owner (within the meaning of Rule 16a-1 under the Exchange Act) of options beneficially owned by Bratenahl Investment, LTD.

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        In connection with the consummation of the Transactions, the then-existing options held by the named executive officers were either cashed out or rolled over to options and interests related to TD Holding. See "—New Stock Option Plan" and "—Rollover Options."

Compensation of Directors

        We have no standard arrangements for compensating our directors for their services as a director, other than reimbursement of out-of-pocket expenses incurred in connection with the rendering of such services.

        During the fiscal year ending September 30, 2002, Mr. Peacock was a party to an employment agreement which compensated him for his services as both an employee and Chairman of the Board. Pursuant to the terms of such agreement, Mr. Peacock received an annual base salary at rate of no less than $100,000. See "—Executive Compensation—Summary Compensation Table."

Employment Agreement

        W. Nicholas Howley entered into an employment agreement with Holdings on June 6, 2003, to serve as President, Chief Executive Officer and Chairman of the Board of Directors of each of TransDigm and Holdings. The employment agreement for Mr. Howley provides, among other things, for:

(1)

an initial term of five years from the effective date of the Transactions, with an automatic renewal for an additional two-year term, unless Holdings or Mr. Howley elects not to renew the term;



(2)

a base salary of $380,000 per year, subject to annual review;



(3)

participation in our annual cash bonus plan; and



(4)

participation in employee benefit plans and entitlement to certain perquisites.

        Mr. Howley's employment agreement provides that if he is terminated for any reason, he will be entitled to payment of any accrued but unpaid base salary through the termination date, any unreimbursed expenses, an amount for accrued but unused sick and vacation days, and benefits owing to him under the benefit plans and programs sponsored by Holdings. In addition, if Mr. Howley's employment is terminated without cause, if he terminates his employment for certain enumerated good reasons, or in the event of his termination due to his death or disability, Holdings will, in addition to the amounts described in the preceding sentence, for a period of eighteen months,

(1)

continue Mr. Howley's salary and pay the cash bonus he would have been entitled to receive had he continued his employment;

(2)

provide the perquisites he was receiving immediately prior to his termination; and

(3)

continue his participation under the medical benefit plans sponsored by Holdings.

        During the term of Mr. Howley's employment and following any termination of his employment, for a period of eighteen months in the case of a termination without cause or for enumerated good reasons, or twenty-four months in the event of his voluntary termination or termination for cause, Mr. Howley will be prohibited from engaging in any business that competes with any business maintained by Holdings or any entity owned by Holdings. In addition, during the term and for the two-year period following the termination of Mr. Howley's employment for any reason, he will be prohibited from soliciting the employees or service providers employed or engaged by us or Holdings.

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Compensation Committee Interlocks and Insider Participation in Compensation Decisions

        During the fiscal year ending September 30, 2002, the members of Holdings' Board of Director's Compensation Committee were Messrs. Stephen Berger, Muzzafar Mizra and William Hopkins, none of whom ever served as an officer or employee of Holdings or any of its subsidiaries.

New Stock Option Plan

        In connection with the consummation of the Transactions, TD Holding adopted a new 2003 Stock Option Plan, which we refer to herein, together with any amendments thereto, as the new stock option plan. The new stock option plan became effective contemporaneously with the consummation of the Transactions. The total number of shares of common stock reserved for grants of options (excluding shares of common stock reserved for grants of options granted to certain members of management in respect of their rollover options, as described below) represents approximately 10% of the common stock of TD Holding on a fully-diluted basis. Approximately 7.5% of such shares were awarded promptly following the consumation of the Transactions. Approximately 20% of all of the awards granted under the new stock option plan vest based on employment service or a change in control of TD Holding, and approximately 80% of all the awards granted under the new stock option plan will be based on satisfaction of performance criteria. In addition, all or a portion of the performance-based options granted under the new stock option plan will vest upon a change in control of TD Holding if equity investors receive predetermined rates of return on their investment.

Rollover Options

        Upon the consummation of the Transactions, certain members of management rolled over certain then-existing options to purchase shares of common stock of Holdings with an aggregate intrinsic value of approximately $35.7 million into a combination of options to purchase shares of common stock of TD Holding and interests in newly created deferred compensation plans of TD Holding. The options of TD Holding granted to management with respect to their rollover options were fully vested on the date of the closing of the Transactions, were issued under the new stock option plan and were in addition to options granted under our new stock option plan.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        TransDigm is a wholly owned subsidiary of Holdings and Holdings is a wholly owned subsidiary of TD Holding. Neither TransDigm nor Holdings has any outstanding options or convertible securities.

        The following table sets forth certain information regarding the beneficial ownership of the common stock of TD Holding as of August 1, 2003 with respect to each beneficial owner of more than five percent of the outstanding common stock of TD Holding and beneficial ownership of the common stock of TD Holding by each director and executive officer and all directors and executive officers as a group.

        Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares outstanding used in calculating the percentage of beneficial ownership for each person listed below includes the shares underlying options held by such persons that are exercisable within 60 days of August 1, 2003, but excludes shares underlying options held by any other person. Percentage of ownership is based on 291,303 shares of common stock outstanding as of August 1, 2003. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them.

	Common Stock Beneficially Owned(2)
Name and Address of Beneficial Owner(1)
	Shares	Percentage
Warburg Pincus Private Equity VIII, L.P.(3) 466 Lexington Avenue New York, NY 10017	204,558	70.22%
TD Co-Investors, LLC c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017	53,363	18.32%
A.S.F. Co-Investment Partners II, L.P. c/o Portfolio Advisors, LLC 9 Old Kings Highway South Darien, CT 06920	14,823	5.09%
Banc of America Capital Investors, L.P. c/o Banc of America Capital Investors 100 North Tryon Street, 25th Floor Charlotte, NC 28255	23,717	8.14%
Michael Graff(4) c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017	213	*
W. Nicholas Howley(5)	13,209	4.34%
Douglas Peacock(6)	297	*
Gregory Rufus(7)	1,232	*
David A. Barr(8) c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017	204,558	70.22%

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Kevin Kruse c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017	—	—
Kewsong Lee(9) c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017	204,558	70.22%
Robert S. Henderson(10)	1,985	*
Raymond F. Laubenthal(11)	2,395	*
John F. Leary(12)	703	*
Albert J. Rodriguez(13)	2,044	*
W. Todd Littleton(14)	718	*
All directors and executive officers as a group (12 persons)(15)	227,354	72.38%

*

Less than one percent.

(1)

Unless otherwise indicated, the address of each listed person is c/o TransDigm Holding Company, 26380 Curtiss Wright Parkway, Richmond Heights, Ohio 44143.

(2)

Includes shares which the listed beneficial owner is deemed to have the right to acquire beneficial ownership of under Rule 13d-3 under the Exchange Act, including shares which the listed beneficial owner has the right to acquire within 60 days of August 1, 2003.

(3)

Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus") owns a 55% ownership interest in TD Co-Investors, LLC ("TD LLC"). Warburg Pincus is also the managing member of TD LLC and, as such, has voting and investment power over certain shares of TD Holding not directly attributable to Warburg Pincus. As a result, Warburg Pincus may be deemed to be the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of all of the common stock of TD Holding owned by TD LLC, including the shares of common stock of TD Holding not directly attributable to Warburg Pincus. Warburg Pincus & Co is the sole general partner of Warburg Pincus. Warburg Pincus is managed by Warburg Pincus LLC.

(4)

Includes options to purchase 213 shares exercisable within 60 days of August 1, 2003.

(5)

Includes options to purchase 11,470 shares exercisable within 60 days of August 1, 2003. Also includes options to purchase 1,739 shares exercisable within 60 days of August 1, 2003 which are held by Bratenahl Investments, Ltd. By virtue of his ownership interest in, and control of, Bratenahl Investments, Ltd., Mr. Howley may be deemed to be the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of the options that are beneficially owned by Bratenahl Investments, Ltd. Mr. Howley disclaims beneficial ownership of all options owned by Bratenahl Investments, Ltd. and reported herein as beneficially owned.

(6)

Includes options to purchase 297 shares exercisable within 60 days of August 1, 2003.

(7)

Includes options to purchase 1,232 shares exercisable within 60 days of August 1, 2003.

(8)

Represents shares that may be deemed to be beneficially owned by Warburg Pincus. Mr. Barr is a general partner of Warburg Pincus & Co. and a managing director and member of Warburg Pincus LLC. All shares indicated as beneficially owned by Mr. Barr are included because of his affiliation with Warburg Pincus, Warburg Pincus & Co. and Warburg Pincus LLC. Mr. Barr disclaims

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beneficial ownership of all shares which may be deemed to be beneficially owned by Warburg Pincus, Warburg Pincus & Co. and Warburg Pincus LLC.

(9)

Represents shares that may be deemed to be beneficially owned by Warburg Pincus. Mr. Lee is a general partner of Warburg Pincus & Co. and a managing director and member of Warburg Pincus LLC. All shares indicated as beneficially owned by Mr. Lee are included because of his affiliation with Warburg Pincus, Warburg Pincus & Co. and Warburg Pincus LLC. Mr. Lee disclaims beneficial ownership of all shares which may be deemed to be beneficially owned by Warburg Pincus, Warburg Pincus & Co. and Warburg Pincus LLC.

(10)

Includes options to purchase 1,985 shares exercisable within 60 days of August 1, 2003.

(11)

Includes options to purchase 2,395 shares exercisable within 60 days of August 1, 2003.

(12)

Includes options to purchase 703 shares exercisable within 60 days of August 1, 2003.

(13)

Includes options to purchase 2,044 shares exercisable within 60 days of August 1, 2003.

(14)

Includes options to purchase 718 shares exercisable within 60 days of August 1, 2003.

(15)

Includes all shares of common stock of TD Holding owned by directors and executive officers, including shares subject to options exercisable within 60 days of August 1, 2003. Also includes (i) 204,558 shares of common stock of TD Holding which Mr. Barr and Mr. Lee may be deemed to beneficially own by virtue of their affiliation with Warburg Pincus, Warburg Pincus & Co. and Warburg Pincus LLC (see footnotes (3), (8) and (9) above) and (ii) options to purchase 1,739 shares exercisable within 60 days of August 1, 2003 which Mr. Howley may be deemed to beneficially own by virtue of his ownership interest in and control of Bratenahl Investments, Ltd. (see footnote (5) above).

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THE TRANSACTIONS

        On July 22, 2003, TD Acquisition, a wholly owned subsidiary of TD Holding, merged with and into Holdings, with Holdings continuing as the surviving corporation. Concurrently with the merger of TD Acquisition with and into Holdings, TD Funding, a wholly owned subsidiary of TD Acquisition and transitory financing vehicle, merged with and into TransDigm, with TransDigm continuing as the surviving corporation. TD Funding issued the original notes immediately prior to the consummation of this merger and TransDigm assumed all obligations by operation of law as a result of the merger. Each of TD Acquisition and TD Funding was a corporation formed at the direction of Warburg Pincus Private Equity VIII, L.P. ("Warburg Pincus"). TD Funding was incorporated for the sole purpose of facilitating the financing of the merger of TD Acquisition with and into Holdings and the related transactions. The total amount paid in the merger of TD Acquisition with and into Holdings, including amounts related to the repayment of all of our existing indebtedness, the payment of the merger consideration to Holdings' existing common and preferred stockholders, in-the-money option holders and warrant holder, and the payment of transaction expenses, was approximately $1.2 billion.

        Upon the closing of the merger of TD Acquisition with and into Holdings, the holders of Holdings common stock received an amount per share equal to the quotient of (1) $797.3 million, divided by (2) the total number of shares of Holdings common stock outstanding on the closing date, on a fully

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diluted basis. Upon such closing, the holders of stock options to purchase Holdings common stock (other than the members of management who agreed to roll over existing stock options) and the holder of the warrant to purchase Holdings common stock received an aggregate amount equal to the product of (1) the number of shares of Holdings common stock underlying such options or warrant multiplied by (2) the difference between the per share merger consideration and the exercise price of such options or warrant. The merger consideration paid to Holdings' common stockholders, option holders and warrant holder was reduced by approximately $29.1 million, which represents the merger related expenses that were borne by such holders pursuant to the terms of the merger agreement. The holder of Holdings preferred stock received $21.1 million, including any accrued but unpaid dividends since June 1, 2003.

        In connection with the merger of TD Acquisition with and into Holdings, we commenced a cash tender offer for the $200 million aggregate principal amount of our 10³/8% senior subordinated notes due 2008. As part of the tender offer, we also solicited consents to amend the indenture under which the 10³/8% senior subordinated notes were issued. The amendments provided for, among other things, the elimination of substantially all of the restrictive and certain other covenants under such indenture (other than the covenants to pay the principal of, and interest on, the 10³/8% senior subordinated notes when due) as well as the events of default relating to such eliminated covenants, the deletion or amendment of certain provisions relating to the legal and covenant defeasance of the 10³/8% senior subordinated notes and the elimination of certain conditions to the covenant relating to the merger, consolidation or sale of assets of TransDigm. The total consideration that we paid for each $1,000 principal amount of 10³/8% senior subordinated notes validly tendered and accepted for payment in the tender offer was $1,083.93, which included a consent payment of $20 for each $1,000 principal amount of 10³/8% senior subordinated notes validly consenting to the proposed amendments. The tender offer expired on July 21, 2003. Under the terms of the tender offer, in order to receive the consent payment, holders of the 10³/8% senior subordinated notes had to consent to the proposed amendments and tender their notes by July 7, 2003. Holders of $197.75 million aggregate principal amount of the 10³/8% senior subordinated notes consented to the proposed amendments and tendered their notes in the tender offer. We received the requisite number of consents to effect the proposed amendments to the indenture governing our 10³/8% senior subordinated notes. We purchased all of the tendered 10³/8% senior subordinated notes. Holders also received interest on their notes until the date of purchase of the notes in the tender offer. We used a portion of the proceeds from the offering of original notes and from our new senior secured credit facilities to pay the holders of the 10³/8% senior subordinated notes tendered in our tender offer. On July 22, 2003, we defeased $2.25 million aggregate principal amount of the 10³/8% senior subordinated notes not purchased in the tender offer by depositing with the trustee for such notes cash in amounts sufficient to pay on December 1, 2003, the first date on which such notes may be redeemed, the principal, premium and interest thereon.

        In connection with the merger of TD Acquisition with and into Holdings, we entered into a new senior secured credit agreement with a syndicate of financial institutions and institutional lenders. See "Description of the New Senior Secured Credit Facilities."

        To finance the merger and the related transactions in part, Warburg Pincus and a limited number of other institutional investors purchased securities of TD Holding. Upon receipt of the investment from Warburg Pincus and the other institutional investors, TD Holding contributed the proceeds as equity to TD Acquisition. TD Acquisition used such proceeds to make an additional equity contribution to TD Funding. At the effective time of the merger of TD Acquisition with and into Holdings, TD Funding lent a portion of such proceeds, together with a portion of the proceeds it received in connection with the issuance of the original notes and borrowings under the new senior secured credit facilities, to TD Acquisition to enable TD Acquisition to pay all amounts due to the equity holders of Holdings under the terms of the merger agreement and related transaction expenses. TD Funding used the remaining proceeds from the issuance of the original notes, together with available borrowings under our new senior secured credit facilities and existing cash balances, to purchase our

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then-outstanding 10³/8% senior subordinated notes that were outstanding prior to the Transactions and to repay all amounts outstanding under our then-existing senior secured credit facilities.

        TD Holding is, and TD Acquisition and TD Funding were, Delaware corporations formed at the direction of Warburg Pincus. Upon the consummation of the Transactions, Warburg Pincus owned a majority of the outstanding common stock of our ultimate parent, TD Holding, on a fully-diluted basis, assuming the issuance and exercise of all shares of common stock subject to options retained by certain members of our management team or otherwise granted to certain of our employees in connection with the consummation of the Transactions or reserved for issuance under our new stock option plan (see "Management—New Stock Option Plan"). In connection with the execution of the merger agreement, W. Nicholas Howley, our President and Chief Executive Officer, entered into an agreement with Warburg Pincus pursuant to which he and an estate planning vehicle controlled by him agreed that his and its options to purchase shares of common stock of Holdings with an aggregate net value equal to $16.5 million would not be cancelled in exchange for cash as provided in the merger agreement. Instead, at the effective time of the merger of TD Acquisition with and into Holdings, such options converted into a combination of fully vested options to purchase shares of common stock of TD Holding and interests in newly created deferred compensation plans, which have equivalent value. Prior to the effective time of the merger, certain other executive officers and/or employees entered into similar arrangements. The total net value of the options that were not cancelled by Mr. Howley, such estate planning vehicle and the other executives and/or employees equaled approximately $35.7 million. After the Transactions were consummated, our executive officers held options to acquire approximately 8% of TD Holding's common stock with approximately an additional 10% of TD Holding's common stock being reserved for future issuance under the new stock option plan. See "Capitalization" and "Management—New Stock Option Plan."

        Contemporaneously with the execution of the merger agreement on June 6, 2003, the merger and the transactions contemplated thereby were approved by the requisite holders of the common stock of Holdings and the sole holder of the preferred stock of Holdings. On July 22, 2003, we consummated the mergers concurrently with the consummation of the offering of the original notes and the consummation of the other financing transactions described above.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Tax Sharing Agreement

        Contemporaneously with the closing of the Transactions, TransDigm, Holdings and TD Holding entered into a tax sharing agreement. Under the terms of the tax sharing agreement, TransDigm, Holdings and each of our subsidiaries are obligated to make payments to TD Holding equal to the amount of the federal and state income taxes that we and our subsidiaries would have owed if we did not file our federal and state income tax returns on a consolidated or combined basis (reduced by any tax benefit derived by the consolidated group from net operating losses of TD Holding).

Option Rollover Agreements

        In connection with the merger of TD Acquisition with and into Holdings, Mr. Howley entered into an agreement with Warburg Pincus, pursuant to which he and an estate planning vehicle controlled by him agreed that his and its options to purchase shares of common stock of Holdings beneficially owned by him and such estate planning vehicle prior to the merger with an aggregate net value of $16.5 million would not be cancelled in exchange for cash as otherwise provided in the merger agreement. In addition, prior to the consummation of the Transactions, certain other executive officers and/or employees entered into similar agreements with Warburg Pincus with respect to options owned by such executive officers and/or employees prior to the merger. The total net value of the options that were not cancelled in exchange for cash was approximately $35.7 million. The options that were not cancelled in exchange for cash, which are referred to herein as the rollover options, were converted into a combination of options to purchase shares of common stock of TD Holding and interests in deferred compensation plans of TD Holding that were established contemporaneously with the consummation of the Transactions. All options of TD Holding granted to executive officers and/or employees in respect of their rollover options were fully vested on the date of the closing of the Transactions. The rollover options and the shares of common stock issued upon exercise thereof are subject to, among other things, the terms and conditions of a stockholders' agreement among TD Holding, Warburg Pincus, each holder of rollover options and certain institutional investors named therein and a management stockholders' agreement among Holdings, Warburg Pincus and each holder of rollover options.

Stockholders' Agreement

        In connection with the Transactions, TD Holding, Warburg Pincus, certain of our employees, including the named executive officers, whom we refer to herein collectively as the management stockholders, and certain institutional investors named therein, entered into a stockholders' agreement which governs the shares of common stock of TD Holding or options to purchase shares of common stock of TD Holding that such persons hold or have the right to acquire following the closing of the Transactions.

        The stockholders' agreement provides that, except for certain transfers authorized in writing by a majority of the members of TD Holding's board of directors, certain transfers in connection with the death of a management stockholder, certain transfers for estate planning purposes and, in the case of Warburg Pincus and the other institutional investors, certain transfers to affiliates and certain other permissible transfers, no investor may transfer any shares of common stock or any interest therein until the fifth anniversary of the closing date of the Transactions, and thereafter any proposed transfer will be subject to a right of first refusal running in favor of TD Holding. In the event TD Holding does not exercise its right of first refusal, the investor then proposing to transfer shares of common stock or interests therein will be required to offer such shares or interests to Warburg Pincus.

        The stockholders' agreement further provides that, in the event of certain types of transfers of common stock by Warburg Pincus or the other institutional investors party thereto, each party to the

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stockholders' agreement may participate in such transfers on a pro rata basis. In addition, in the event of certain types of transfers by Warburg Pincus, Warburg Pincus can require the other parties to the stockholders' agreement to transfer their shares in any such transactions on a pro rata basis. Under the terms of the stockholders' agreement, subject to certain customary exceptions, in the event TD Holding proposes to issue new equity securities, Warburg Pincus, the other institutional investors party thereto and each management stockholder that beneficially owns in excess of 1% of the common stock (assuming conversion of all options to purchase shares of common stock) on a fully diluted basis are entitled to participate in such proposed issuance on a pro rata basis. The right of Warburg Pincus and the other institutional investors to participate in any proposed issuance is conditional upon such investors owning a specified amount of shares of common stock of TD Holding. The participation rights and certain other rights granted under the stockholders' agreement will terminate following a public offering of common stock of TD Holding if the common stock so offered is then listed on the New York Stock Exchange or the American Stock Exchange or is quoted on The NASDAQ National Market, or if the public offering includes 50% or more of the outstanding shares of common stock that will have been issued following the offering.

Management Stockholders' Agreement

        In connection with the Transactions, Holdings, Warburg Pincus and the holders of rollover options entered into a management stockholders' agreement which governs the shares of common stock of TD Holding or options to purchase shares of common stock of TD Holding that such persons hold or have the right to acquire following the closing of the Transactions. The management stockholders' agreement provides that upon termination of the employment of a management stockholder under certain circumstances, such management stockholder will have certain put rights and TD Holding (or a permitted assignee thereof) will have certain call rights with respect to any shares of common stock and any fully vested options to purchase shares of common stock owned by such management stockholder at that time. If provisions of applicable law, the terms of any credit agreement or other financing arrangement to which TD Holding, Holdings or TransDigm is a party, including the indenture governing the notes offered hereby, or the financial circumstances of TD Holding and its subsidiaries would prevent TD Holding from making a repurchase, or TD Holding is unable to access sufficient funds to enable it to make a repurchase, pursuant to the management stockholders' agreement, TD Holding will not make such purchase until all such prohibitions lapse, and will then pay the management stockholder, in addition to the repurchase price, a specified rate of interest on the repurchase price.

Stockholders' Registration Rights Agreement

        In connection with the Transactions, TD Holding, Warburg Pincus, the other institutional investors named therein and the management stockholders who rolled over existing stock options of Holdings entered into a stockholders' registration rights agreement pursuant to which TD Holding granted such persons certain customary registration rights, including demand, piggy back and Form S-3 registration rights.

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DESCRIPTION OF THE NEW SENIOR SECURED CREDIT FACILITIES

        We summarize below the principal terms of the agreements that govern our new senior secured credit facilities. This summary is not a complete description of all the terms of such agreements.

General

        In connection with the offering of the original notes, we entered into a new senior secured credit agreement with a syndicate of financial institutions and institutional lenders. Set forth below is a summary of the terms of our new senior secured credit facilities.

        Our new senior secured credit facilities provide for senior secured financing of up to $395 million, consisting of:

•

a $295 million term loan facility with a maturity of seven years that was drawn in full in connection with the consummation of the Transactions; and



•

a $100 million revolving loan facility, including a letter of credit sub-facility of $15 million, that will terminate in six years.

        In addition, we have the right to request (but no lender is committed to provide) additional term loans under the term loan facility, subject to the satisfaction of customary conditions, including our being in pro forma compliance with the financial covenants in the credit agreement after giving effect to any such incremental term loan borrowings.

        All borrowings under our new senior secured credit facilities are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

        Proceeds of the initial $295 million in term loans, together with other sources of funds, were used to finance the Transactions. The available borrowings under the revolving loan facility will be used to provide financing for general corporate purposes.

Interest and Fees

        The interest rates per annum applicable to loans, other than swingline loans, under our new senior secured credit facilities will be, at our option, equal to either an alternate base rate or an adjusted LIBO rate for one, two, three or six-month interest periods chosen by us, in each case, plus an applicable margin percentage.

        The alternate base rate will be the greater of (1) Credit Suisse First Boston's prime rate or (2) 50 basis points over the weighted average of rates on overnight Federal funds as published by the Federal Reserve Bank of New York. The adjusted LIBO rate will be determined by reference to settlement rates established for deposits in dollars in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by the Board of Governors of the United States Federal Reserve to which our lenders are subject. The applicable margin percentage will initially be a percentage per annum equal to (1) 2.00% for alternate base rate term loans, (2) 3.00% for adjusted LIBO rate term loans, (3) 2.50% for alternate base rate revolving loans and (4) 3.50% for adjusted LIBO rate revolving loans. Beginning after we deliver our financial statements for the fiscal period ended December 31, 2003 to the agent under the senior credit facilities, and so long as no default has occurred and is continuing, the applicable margin percentages under the term loan facility and the revolving loan facility will be subject to adjustments in increments based on performance goals.

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        On the last day of each calendar quarter we are required to pay each lender a commitment fee in respect of any unused commitments under the revolving loan facility.

Prepayments

        Subject to exceptions, our new senior secured credit facilities require mandatory prepayments of terms loans based on certain percentages of excess cash flows and net cash proceeds from asset sales, the issuance of equity securities or the issuance of certain debt securities.

Amortization of Principal

        Our new senior secured credit facilities require scheduled quarterly payments of principal on the term loans on each of March 31, June 30, September 30 and December 31, beginning on December 31, 2003 in aggregate annual amounts equal to 1% of the original aggregate principal amount of the term loans during the life of the loans, with the balance payable at final maturity. All scheduled amortization payments will be ratably increased by the aggregate principal amount of incremental term loans, if any.

Collateral and Guarantors

        Indebtedness under our new senior secured credit facilities is guaranteed by Holdings and all of our current and future domestic restricted subsidiaries, and are secured by a first priority security interest in substantially all of our and such domestic subsidiaries' existing and future property and assets, including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property and other personal property, owned cash and cash proceeds of the foregoing and a first priority pledge of our capital stock, the capital stock of the guarantor subsidiaries and 65% of the voting capital stock of our first tier foreign subsidiaries.

Restrictive Covenants and Other Matters

        Our new senior secured credit facilities require that we comply with the following financial covenants: a minimum interest coverage ratio test, a minimum fixed charge coverage ratio test and a maximum leverage ratio test. These financial covenants will become more restrictive over time. In addition, our new senior secured credit facilities include negative covenants restricting or limiting our ability, and the ability of our parent and subsidiaries, to, among other things:

•

incur, assume or permit to exist additional indebtedness or guarantees;



•

incur liens and engage in sale leaseback transactions;



•

make capital expenditures;



•

make loans and investments;



•

declare dividends, make payments on or redeem or repurchase capital stock;



•

engage in mergers, acquisitions (but will permit the incurrence of certain indebtedness in connection with such acquisitions) and other business combinations;



•

prepay, redeem or purchase certain indebtedness, including the notes offered hereby;



•

amend or otherwise alter terms of our material indebtedness, including the notes offered hereby;



•

sell assets;

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•

transact with affiliates; and



•

alter the business that we conduct (and in the case of our parent, engage in any business activities other than those incidental to its ownership of us).

        Such negative covenants are subject to certain exceptions.

        Our new senior secured credit facilities contain certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting our new senior secured credit facilities to be in full force and effect and change of control. If such an event of default occurs, the lenders under our new senior secured credit facilities would be entitled to take various actions, including the acceleration of amounts due under our new senior secured credit facilities and all actions permitted to be taken by a secured creditor.

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DESCRIPTION OF THE EXCHANGE NOTES

        The original notes were, and the exchange notes will be issued under an Indenture, dated July 22, 2003 (the "Indenture"), between TransDigm Inc. (as the surviving corporation in the merger with TD Funding Corporation) and The Bank of New York, as Trustee. The form and terms of the exchange notes are substantially identical to the form and terms of the original notes, except that the exchange notes:

•

will be registered under the Securities Act; and



•

will not bear any legends restricting transfer.

        You can find definitions of certain capitalized terms used in the following summary under "—Certain Definitions." For purposes of this section, references to the word "Company" means only TransDigm Inc., but not any of its Subsidiaries. References to the words "Exchange Notes" means new registered 8³/8% senior subordinated exchange notes due 2011. References to the words "Original Notes" means all of our outstanding unregistered 8³/8% senior subordinated notes due 2011. We refer to the Exchange Notes and the Original Notes collectively as the "Notes."

        The following is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, or the TIA, as in effect on the date of the Indenture. A copy of the Indenture may be obtained from the Company or the initial purchasers.

Brief Description of the Notes

        The Notes:

•

are unsecured senior subordinated obligations of the Company;



•

are subordinated in right of payment to all existing and future Senior Debt of the Company;



•

are guaranteed by Holdings and each Domestic Restricted Subsidiary; and



•

are subject to registration with the SEC pursuant to the Registration Rights Agreement.

        The Company will issue the Exchange Notes in fully registered form in denominations of $1,000 and integral multiples of $1,000. The Trustee will initially act as Paying Agent and Registrar. The Exchange Notes may be presented for registration of transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent and Registrar without notice to holders of the Exchange Notes, or the Holders. The Company will pay principal (and premium, if any) on the Exchange Notes at the Trustee's corporate office in New York, New York. At the Company's option, interest also may be paid by mailing a check to a Holder's registered address. Any Original Notes that remain outstanding after the completion of the Exchange Offer, together with the Exchange Notes issued in connection with the Registered Exchange Offer, and any Additional Notes (as defined below) actually issued will be treated as a single class of securities under the Indenture.

Principal, Maturity and Interest

        The Original Notes were, and the Exchange Notes will be, issued with a maximum aggregate principal amount of $400 million. The Notes will mature on July 15, 2011. Subject to the Company's compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant, the Company is permitted to issue more notes under the Indenture (the "Additional Notes"). Unless the context otherwise requires, for all purposes of the Indenture and this "Description of the Exchange Notes," references to the Notes include any Additional Notes actually issued. Interest on the Notes accrue at the rate of 8³/8% per annum and is payable semiannually in cash on each January 15 and July 15,

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commencing on January 15, 2004 and accruing from July 22, 2003. The Company will make interest payments to the persons who are registered Holders at the close of business on the January 1 and July 1 immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date on which interest on the Notes was paid.

        Additional interest may accrue on the Original Notes in certain circumstances pursuant to the Registration Rights Agreement.

Redemption

        Optional Redemption.    Except as described below, the Notes are not redeemable before July 15, 2006. Thereafter, the Company may redeem the Notes at its option, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on July 15 of the year set forth below.

Year	Percentage
2006	106.281	%
2007	104.188	%
2008	102.094	%
2009 and thereafter	100.000	%

        In addition, the Company must pay all accrued and unpaid interest on the Notes redeemed.

        Optional Redemption Upon Equity Offerings.    Prior to July 15, 2006, the Company may at its option on one or more occasions redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes originally issued at a redemption price (expressed as a percentage of principal amount) of 108.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that

(1)

at least 65% of such aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and



(2)

each such redemption occurs within 60 days after the date of the related Equity Offering.

Selection and Notice of Redemption

        In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either:

(1)

in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed: or



(2)

on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

        No Notes of a principal amount of $1,000 or less shall be redeemed in part.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

        The Company is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Company may be required to offer to purchase Notes as described under the caption "—Change of Control" and the "Limitation on Asset Sales" covenant. The Company may at any time and from time to time purchase Notes in the open market or otherwise.

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Ranking

Senior Indebtedness versus Notes and Guarantees

        The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee are subordinate in right of payment to the prior payment in full of all Senior Debt of the Company, Holdings or the relevant Guarantor, as the case may be, including, without limitation, the obligations of the Company, Holdings and such Guarantor under the Credit Facility.

        As of June 28, 2003, after giving pro forma effect to the Transactions and assuming all of the outstanding 10³/8% Notes were tendered in connection with the Transactions:

(1)

the Company's Senior Debt would have been $295 million, all of which consists of secured indebtedness under the Credit Facility;



(2)

Holdings' Senior Debt would have been approximately $295 million, all of which represents Holdings' guarantee of the Company's indebtedness under the Credit Facility; and



(3)

the Senior Debt of the Guarantors would have been approximately $295 million, all of which consists of their guarantees of the Company's indebtedness under the Credit Facility.

        In addition, the Company would have had additional availability of approximately $100 million for borrowing of Senior Debt under the new revolving loan facility after completion of the Transactions. Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Debt. See "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness".

Liabilities of Subsidiaries versus Notes and Guarantees

        Claims of creditors of Subsidiaries of the Company that are not Guarantors, including trade creditors holding Indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of preferred stockholders of such non-guarantor Subsidiaries, will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of creditors of the Company, including holders of the Notes, even if such claims do not constitute Senior Debt. Accordingly, the Notes and each Guarantee will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor Subsidiaries.

        Although the Indenture limits the incurrence of Indebtedness and Preferred Stock by the Company's Restricted Subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such Subsidiaries of liabilities that are not considered Indebtedness or Preferred Stock under the Indenture. See "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness" and "—Certain Covenants—Limitation on Preferred Stock of Restricted Subsidiaries".

        As of the Issue Date, only one Subsidiary of the Company (which has inconsequential assets and liabilities) did not guarantee the Notes.

Other Senior Subordinated Indebtedness versus Notes

        Only Indebtedness of the Company, Holdings or a Guarantor that constitutes Senior Debt ranks senior to the Notes and the relevant Guarantee in accordance with the provisions of the Indenture. The Notes and each Guarantee in all respects rank pari passu with all other senior subordinated Indebtedness of the Company, Holdings and the applicable Guarantor, respectively.

        The Company and the Guarantors have agreed in the Indenture that it and they will not incur or suffer to exist any Indebtedness that is senior in right of payment to the Notes or the applicable

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Guarantor's Guarantee, as the case may be, and subordinate in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be. See "—Certain Covenants—Prohibition on Incurrence of Senior Subordinated Debt". The Indenture does not treat unsecured Indebtedness as subordinated or junior to Secured Debt merely because it is unsecured.

Subordination; Payment of Notes

        The Company is not permitted to pay principal of, premium, if any, or interest on the Notes or make any deposit pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" below and may not purchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if either of the following occurs (a "Payment Default"):

(1)

any Designated Senior Debt of the Company is not paid in full in cash when due; or



(2)

any other default on any Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Debt has been paid in full in cash. Regardless of the foregoing, the Company is permitted to pay the Notes if the Company and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Debt with respect to which the Payment Default has occurred and is continuing.

        During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company is not permitted to pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to us) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1)

by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice;



(2)

because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or



(3)

because such Designated Senior Debt has been discharged or repaid in full in cash.

        Notwithstanding the provisions described above, unless the holders of such Designated Senior Debt or the Representative of such Designated Senior Debt have accelerated the maturity of such Designated Senior Debt, the Company is permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Debt during such period, except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior Debt (other than holders of the Bank Indebtedness), a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360-day consecutive period, and there must be 181 days during any 360-day consecutive period during which no Payment Blockage Period is in effect.

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        Upon any payment or distribution of the assets of the Company upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Company or its property:

(1)

the holders of Senior Debt of the Company will be entitled to receive payment in full in cash of such Senior Debt before the Holders of the Notes are entitled to receive any payment;



(2)

until the Senior Debt of the Company is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Debt as their interests may appear, except that Holders of the Notes may receive certain Capital Stock and subordinated debt obligations; and



(3)

if a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes are required to hold it in trust for the holders of Senior Debt of the Company and pay it over to them as their interests may appear.

        If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee must promptly notify the holders of Designated Senior Debt or the Representative of such Designated Senior Debt of the acceleration. If any Designated Senior Debt is outstanding, none of the Company, Holdings or any Guarantor may pay the Notes until five Business Days after the Representatives of all the issues of Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Notes only if the Indenture otherwise permits payment at that time.

        The obligations of Holdings and the Guarantors under their respective Guarantees are senior subordinated obligations. As such, the rights of the Holders of the Notes to receive payment by Holdings or by a Guarantor pursuant to its Guarantee will be subordinated in right of payment to the rights of holders of Senior Debt of Holdings or such Guarantor, as the case may be. The terms of the subordination provisions described above with respect to the Company's obligations under the Notes apply equally to Holdings and each Guarantor and the obligations of Holdings and such Guarantor under its Guarantee.

        By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Company, Holdings or a Guarantor who are holders of Senior Debt of the Company, Holdings or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the Notes, and creditors of the Company who are not holders of Senior Debt may recover less, ratably, than holders of Senior Debt and may recover more, ratably, than the Holders of the Notes.

        The terms of the subordination provisions described above will not apply to payments from money or the proceeds of U.S. government obligations held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance," if the foregoing subordination provisions were not violated at the time the respective amounts were deposited pursuant to such defeasance provisions.

Guarantees

        Holdings and the Domestic Restricted Subsidiaries of the Company, other than a Domestic Restricted Subsidiary that has total assets or Indebtedness of $10,000 or less, jointly and severally guarantee, on a senior subordinated basis, the Company's obligations under the Notes and the Indenture. The obligations of each Domestic Restricted Subsidiary under its Guarantee will be limited as necessary to prevent that Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Risks Relating to the Notes—Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes". Since Holdings is a holding company with no significant operations, the Guarantee by

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Holdings provides little, if any, additional credit support for the Notes and investors should not rely on the Guarantee by Holdings in evaluating an investment in the Notes.

        Holdings and each Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor and Holdings in an amount equal to such other Guarantor's and Holdings' pro rata portion of such payment based on the respective net assets of all the Guarantors and Holdings at the time of such payment determined in accordance with GAAP (for purposes hereof, Holdings' net assets shall be those of all its consolidated Subsidiaries other than the Guarantors).

        If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including, without limitation, guarantees and other contingent liabilities) of Holdings or a Guarantor, as applicable, and, depending on the amount of such indebtedness, Holdings' or such Guarantor's liability on its Guarantee could be reduced to zero. See "Risk Factors—Risks Relating to the Notes—Federal and state fraudulent transfer laws permit a court to void the notes and the guarantees, and if that occurs, you may not receive any payments on the notes".

        Pursuant to the Indenture, a Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person to the extent described below under "—Certain Covenants—Merger, Consolidation and Sale of Assets"; provided, however, that if such other Person is not the Company, such Guarantor's obligations under its Guarantee must be expressly assumed by such other Person, subject to the following paragraph.

        The Guarantee of a Guarantor will be released:

(1)

upon the sale or other disposition (including by way of consolidation or merger) of a Guarantor;



(2)

upon the sale or disposition of all or substantially all the assets of a Guarantor;



(3)

upon the designation of such Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture; or



(4)

if the Company exercises its Legal Defeasance option or Covenant Defeasance option as described under "—Legal Defeasance and Covenant Defeasance" or if its obligations under the Indenture are discharged in accordance with the terms of the Indenture as described under "—Satisfaction and Discharge" (in which case the Guarantee of Holdings will also be released);

in the case of clauses (1) and (2), other than to the Company or an Affiliate of the Company and as permitted by the Indenture and if in connection therewith the Company provides an officers' certificate to the Trustee to the effect that the Company will comply with its obligations under the "Limitation on Asset Sales" covenant in respect of such disposition.

Change of Control

        If a Change of Control occurs, each Holder will have the right to require the Company to purchase all or a portion of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the "Change of Control Payment Date"). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note

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completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

        The Credit Facility prohibits the Company from purchasing any Notes (subject to certain limited exceptions), and also provides that the occurrence of certain Change of Control events with respect to the Company would constitute a default thereunder. Prior to the mailing of the notice referred to above, but in any event within 30 days following any Change of Control, the Company covenants to:

(1)

repay in full all Indebtedness under the Credit Facility and all other Senior Debt the terms of which require repayment upon a Change of Control; or



(2)

obtain the requisite consents under the Credit Facility and all such other Senior Debt to permit the repurchase of the Notes as provided below.

        TransDigm's failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (3) and not in clause (2) under "—Events of Default" below which would, in turn, constitute a default under the Credit Facility. In such circumstances, the subordination provisions of the Indenture would likely restrict payment to the Holders of the Notes.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the Initial Purchasers. The Company has no present intention to engage in a transaction involving a Change of Control, although it is possible that it could decide to do so in the future. Subject to the limitations discussed below, the Company could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Company's capital structure or credit ratings. Restrictions on the Company's ability to incur additional Indebtedness are contained in the "Limitation on Incurrence of Additional Indebtedness" covenant. Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

        Future indebtedness that the Company may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the Holders of their right to require the Company to repurchase their Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company.

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        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase "substantially all", there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Company. As a result, it may be unclear whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

        The provisions under the Indenture relative to the Company's obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the consent of the holders of a majority in principal amount of the Notes then outstanding.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under the "Change of Control" provisions of the Indenture.

Certain Covenants

        The Indenture contains, among others, the following covenants:

        Limitation on Incurrence of Additional Indebtedness.    The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company and the Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0.

        Limitation on Restricted Payments.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any distribution on or in respect of shares of the Company's or any Restricted Subsidiary's Capital Stock to holders of such Capital Stock (other than dividends or distributions payable in Qualified Capital Stock of the Company and dividends or distributions payable to the Company or a Restricted Subsidiary and other than pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));



(2)

purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or of any direct or indirect parent of the Company or of a Restricted Subsidiary of the Company held by any Affiliate of the Company (other than a Restricted Subsidiary of the Company) or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock;



(3)

make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company, or of any Guarantor, that is subordinate or junior in right of payment to the Notes or any Guarantee, as applicable (other than the purchase, defeasance or other acquisition of such Indebtedness purchased in

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anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of such purchase, defeasance or other acquisition); or

(4)

make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment");

if at the time of such Restricted Payment or immediately after giving effect thereto:

(i)

a Default or an Event of Default shall have occurred and be continuing;



(ii)

The Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant; or



(iii)

the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (other than Restricted Payments made pursuant to clauses (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11) of the following paragraph) shall exceed the sum of, without duplication:



(v)

50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to June 30, 2003 and on or prior to the date the Restricted Payment occurs (the "Reference Date") (treating such period as a single accounting period); provided, however, that if, at the time of a proposed Restricted Payment under the first paragraph of this covenant, the Consolidated Leverage Ratio of the Company is less than 4.5 to 1, for purposes of calculating the availability of amounts hereunder for such Restricted Payment only, the reference to 50% in this clause (v) shall be deemed to be 75%; plus



(w)

100% of the aggregate net cash proceeds (including the fair market value of property, other than cash, that would constitute Marketable Securities or a Permitted Business) received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus



(x)

without duplication of any amounts included in clause (iii)(w) above, 100% of the aggregate net cash proceeds of any equity contribution received subsequent to the Issue Date by the Company from a holder of the Company's Capital Stock (excluding, in the case of clauses (iii)(w) above and this (iii)(x), any net cash proceeds from an Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under "—Redemption—Optional Redemption Upon Equity Offerings"); plus



(y)

the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company for Qualified Capital Stock of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the net cash proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding net cash proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus



(z)

an amount equal to the sum of (I) 100% of the aggregate net proceeds (including the fair market value of property other than cash that would constitute Marketable

107

Securities or a Permitted Business) received by the Company or any Restricted Subsidiary (A) from any sale or other disposition of any Investment (other than a Permitted Investment) in any Person (including an Unrestricted Subsidiary) made by the Company and its Restricted Subsidiaries and (B) representing the return of capital or principal (excluding dividends and distributions otherwise included in Consolidated Net Income) with respect to such Investment, and (II) the portion (proportionate to the Company's equity interest in an Unrestricted Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that, in the case of item (II), the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary.

        Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice;



(2)

any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Capital Stock of the Company (other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees and other than Designated Preferred Stock) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that the net cash proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clauses (iii)(w) and (iii)(x) of the immediately preceding paragraph;



(3)

the acquisition of any Indebtedness of the Company or a Guarantor that is subordinate or junior in right of payment to the Notes or the applicable Guarantee through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of Refinancing Indebtedness that is subordinate or junior in right of payment to the Notes or the applicable Guarantee;



(4)

if no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) issued after the Issue Date; provided that, at the time of such issuance, the Company, after giving effect to such issuance on a pro forma basis, would have had a Consolidated Fixed Charge Coverage Ratio of at least 2.0 to 1.0;



(5)

payments to Holdings or TD Holding for the purpose of permitting, and in an amount equal to the amount required to permit, Holdings or TD Holding to redeem or repurchase Holdings' or TD Holding's common equity or options in respect thereof, in each case in connection with the repurchase provisions of employee stock option or stock purchase agreements or other agreements to compensate management employees, or upon the death, disability, retirement, severance or termination of employment of management employees; provided that all such redemptions or repurchases pursuant to this clause (5) shall not exceed in any fiscal year the sum of (A) $5.0 million plus (B) any amounts not utilized in any preceding fiscal year following the Issue Date that were otherwise available under this clause

108

for such purchases (which aggregate amount shall be increased by the amount of any net cash proceeds received from the sale since the Issue Date of Capital Stock (other than Disqualified Capital Stock) to members of the Company's management team that have not otherwise been applied to the payment of Restricted Payments pursuant to the terms of clause (iii) of the immediately preceding paragraph or clause (2) of this paragraph and by the cash proceeds of any "key-man" life insurance policies which are used to make such redemptions or repurchases); provided, further, that the cancellation of Indebtedness owing to the Company from members of management of the Company or any of its Restricted Subsidiaries in connection with any repurchase of Capital Stock of Holdings or TD Holding (or warrants or options or rights to acquire such Capital Stock) will not be deemed to constitute a Restricted Payment under the Indenture;

(6)

the making of distributions, loans or advances to TD Holding or Holdings to be used by TD Holding or Holdings solely (A) to pay its franchise taxes and other fees required to maintain its corporate existence and (B) to pay for operating expenses incurred by Holdings or TD Holding in the ordinary course of its business; provided, however, that, in the case of clause (B), such distributions, loans or advances (other than to pay for operating expenses incurred by Holdings or TD Holding on behalf of or for the benefit of the Company and its Subsidiaries) shall not, in the aggregate, exceed $500,000 per annum;



(7)

payments to Holdings or TD Holding, without duplication, in respect of Federal, state and local taxes directly attributable to (or arising as a result of) the operations of the Company and its consolidated Subsidiaries and actually used by Holdings or TD Holding to pay such taxes; provided, however, that the amounts of such payments in any fiscal year do not exceed the amount that the Company and its consolidated Subsidiaries would be required to pay in respect of Federal, state and local taxes for such fiscal year were the Company to pay such taxes as a stand-alone taxpayer;



(8)

repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;



(9)

additional Restricted Payments in an aggregate amount not to exceed $25.0 million;



(10)

Permitted Acquisition Payments;



(11)

payments of dividends on Disqualified Capital Stock issued in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant;



(12)

Restricted Payments made with Net Cash Proceeds from Asset Sales remaining after application thereof as required by the "Limitation on Asset Sales" covenant (including after the making by the Company of any Net Proceeds Offer required to be made by the Company pursuant to such covenant and the application of the entire Net Proceeds Offer Amount to purchase Notes tendered therein); and



(13)

upon the occurrence of a Change of Control and within 60 days after the completion of the Change of Control Offer pursuant to the "Change of Control" covenant (including the purchase of all Notes tendered), any purchase or redemption of Obligations of the Company that are subordinate or junior in right of payment to the Notes required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom), (B) the Company would be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant after giving pro forma effect to such Restricted Payment and (C) such

109

purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Company or any Subsidiary.

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the immediately preceding paragraph, (a) amounts expended pursuant to clauses (1), (12) and (13) shall be included in such calculation, and (b) amounts expended pursuant to clauses (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11) shall be excluded from such calculation.

        The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary as specified in the definition of "Unrestricted Subsidiary". For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All of those outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of the Investments at the time of such designation. Such designation will only be permitted if the Restricted Payment would be permitted at the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

        Limitation on Asset Sales.    The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors);



(2)

at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of:



(a)

any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets;



(b)

any notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of the receipt thereof (to the extent of the cash received); and



(c)

any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value),

shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this covenant; and

(3)

upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof (A) to prepay any Senior Debt, or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit

110

facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary by the end of such 365-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into and, with respect to the amount of such investment, the reference to the 366th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 366th day)), or (C) to a combination of prepayment and investment permitted by the foregoing clauses (3)(A) and (3)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(A), (3)(B) and (3)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount ") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a Restricted Subsidiary requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt); provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date).

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        Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that:

(1)

at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and



(2)

such Asset Sale is for fair market value; provided that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph.

        Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. To the extent that the aggregate amount of Notes and other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the "Asset Sale" provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the "Asset Sale" provisions of the Indenture by virtue thereof.

        Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.    The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to:

(1)

pay dividends or make any other distributions on or in respect of its Capital Stock;



(2)

make loans or advances or pay any Indebtedness or other obligation owed to the Company or any Guarantor; or



(3)

transfer any of its property or assets to the Company or any Guarantor,

except, with respect to clauses (1), (2) and (3), for such encumbrances or restrictions existing under or by reason of:

(a)

applicable law;



(b)

the Indenture;



(c)

non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business;

112

(d)

any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired;



(e)

the Credit Facility as entered into on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances);



(f)

agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;



(g)

restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;



(h)

restrictions imposed by any agreement to sell assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;



(i)

any agreement or instrument governing the Capital Stock of any Person that is acquired;



(j)

any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity;



(k)

other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under the Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances):



(l)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and



(m)

any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (d) and (f) through (l) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company's Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

        Limitation on Preferred Stock of Restricted Subsidiaries.    The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company, other than Permitted Subsidiary Preferred Stock. The provisions of this covenant will not apply to (w) any of the Guarantors, (x) any transaction as a result of which neither the Company nor any of its Restricted Subsidiaries will own any Capital Stock of the Restricted Subsidiary whose Preferred Stock is being issued or sold and (y) Preferred Stock that is Disqualified Capital Stock and is issued in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant.

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        Limitation on Liens.    The Company will not, and will not cause or permit any Guarantor to, incur any Secured Debt that is not Senior Debt of such Person, unless contemporaneously therewith such Person makes effective provision to secure the Notes or the relevant Guarantee, as applicable, equally and ratably with such Secured Debt for so long as such Secured Debt is secured by a Lien (the "Initial Lien"); provided, however, that the Company will be permitted to defease on the Issue Date the 10³/8% Notes in accordance with the terms of the indenture governing those notes without having to comply with this covenant in connection therewith. Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien securing the other Secured Debt and that holders of such other Secured Debt may exclusively control the disposition of property subject to the Initial Lien.

        Prohibition on Incurrence of Senior Subordinated Debt.    The Company will not, and will not permit any Guarantor to, incur or suffer to exist Indebtedness that is senior in right of payment to the Notes or such Guarantor's Guarantee, as the case may be, and subordinate in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be.

        Merger, Consolidation and Sale of Assets.    The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) to any Person unless:

(1)

either:



(a)

the Company shall be the surviving or continuing corporation; or



(b)

the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"):



(x)

shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia; and



(y)

shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company;



(2)

except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the "Limitation on Incurrence of Additional Indebtedness" covenant;



(3)

except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving

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effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and

(4)

the Company or the Surviving Entity shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets between or among the Company and its Restricted Subsidiaries will not be subject to this covenant.

        The Indenture provides that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named as such and that, in the event of a conveyance or transfer (but not a lease), the conveyor or transferor (but not a lessor) will be released from the provisions of the Indenture.

        The Company will not permit any Guarantor to consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:

(1)

(except in the case of a Guarantor that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or through the sale of all or substantially all of its assets (such sale constituting the disposition of such Guarantor in its entirety), if in connection therewith the Company provides an officers' certificate to the Trustee to the effect that the Company will comply with its obligations under the "Limitation on Asset Sales" covenant in respect of such disposition) the resulting, surviving or transferee Person (if not such Guarantor) shall be a Person organized and validly existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor, if any, under its Guarantee;



(2)

except in the case of a merger of a Guarantor with or into the Company or another Guarantor and except in the case of a merger entered into solely for the purpose of reincorporating a Guarantor in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (1) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and

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(3)

the Company shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        Holdings will not consolidate or merge with or into, or sell, assign, transfer, lease or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:

(1)

the resulting, surviving or transferee Person (if not Holdings) shall be a Person organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of Holdings, if any, under its Guarantee;



(2)

except in the case of a merger entered into solely for reincorporating Holdings in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (1) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and



(3)

the Company shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        Notwithstanding anything in this "Merger, Consolidation and Sale of Assets" covenant to the contrary, each of the merger of TD Acquisition Corporation with and into Holdings on the Issue Date as described in the Merger Agreement and the merger of TD Funding Corporation with and into TransDigm Inc. on the Issue Date as described under the section of this registration statement entitled "The Transactions" shall be permitted under the Indenture, in each case without complying with the requirements of this covenant.

        Limitations on Transactions with Affiliates.    The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (an "Affiliate Transaction"), other than Affiliate Transactions on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company; provided, however, that for a transaction or series of related transactions with an aggregate value of $5.0 million or more, at the Company's option, either:

(1)

a majority of the disinterested members of the Board of Directors of the Company shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company, or



(2)

the Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized investment

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banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company;

        and provided, further, that for an Affiliate Transaction with an aggregate value of $20.0 million or more the Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company.

        The restrictions set forth in the first paragraph of this covenant shall not apply to:

(1)

reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management;



(2)

transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; provided such transactions are not otherwise prohibited by the Indenture;



(3)

any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date as determined in good faith by the Board of Directors of the Company;



(4)

Restricted Payments or Permitted Investments permitted by the Indenture;



(5)

transactions effected as part of a Qualified Securitization Transaction;



(6)

the payment of customary annual management, consulting and advisory fees and related expenses to the Permitted Holders and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Directors of the Company or such Restricted Subsidiary in good faith;



(7)

payments or loans to employees or consultants that are approved by the Board of Directors of the Company in good faith;



(8)

sales of Qualified Capital Stock;



(9)

the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders' agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the

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extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of the Notes in any material respect;

(10)

transactions permitted by, and complying with, the provisions of the "Merger, Consolidation and Sale of Assets" covenant; and



(11)

any issuance of securities or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company.

        Future Guarantees by Restricted Subsidiaries.    The Company will not, and will not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary has total assets or Indebtedness of $10,000 or less.

        Conduct of Business.    The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any businesses a majority of whose revenues are not derived from businesses that are the same or reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date (which shall include, without limitation, engineered components businesses not within the aerospace industry). Holdings will not engage in any business other than managing its investment in the Company and any business incidental thereto (including issuing securities to finance such investment).

        Reports to Holders.    The Indenture provides that, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes:

        (1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and

        (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC's rules and regulations.

        For so long as Holdings is a guarantor of the Notes, the Indenture will permit the Company to satisfy its obligations under this covenant by furnishing financial information relating to Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand.

        In addition, following the consummation of the Registered Exchange Offer, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and

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regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

        The following events are defined in the Indenture as "Events of Default":

        (1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);

        (2) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture);

        (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the "Merger, Consolidation and Sale of Assets" covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

        (4) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time;

        (5) one or more judgments in an aggregate amount in excess of $10.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; or

        (6) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries.

        If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same:

        (1) shall become immediately due and payable or

        (2) if there are any amounts outstanding under the Credit Facility, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Facility and five business days after receipt by the Company and the Representative under the Credit Facility of such Acceleration Notice but only if such Event of Default is then continuing.

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        If an Event of Default specified in clause (6) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

        The Indenture provides that, at any time after a declaration of acceleration with respect to the Notes as described in the two preceding paragraphs, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

        (1) if the rescission would not conflict with any judgment or decree;

        (2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

        (3) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

        (4) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

        (5) in the event of the cure or waiver of an Event of Default of the type described in clause (6) of the description above of Events of Default, the Trustee shall have received an officers' certificate and an opinion of counsel that such Event of Default has been cured or waived.

        No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        The Holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

        Under the Indenture, the Company is required to provide an officers' certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that, such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time, elect to have its obligations discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, except for:

        (1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

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        (2) the Company's obligations with respect to the Notes concerning issuing temporary notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;

        (3) the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith; and

        (4) the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "—Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

        (2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that:

        (a) the Company has received from, or there has been published by the Internal Revenue Service a ruling or

        (b) since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

        (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien

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securing such borrowing) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

        (6) the Company shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

        (7) the Company shall have delivered to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;

        (8) the Company shall have delivered to the Trustee an opinion of counsel to the effect that:

        (a) the trust funds will not be subject to any rights of holders of Senior Debt, including, without limitation, those arising under the Indenture; and

        (b) after the 91st day following the deposit, the trust funds will not be subject to the effect of the preference provisions of Section 547 of the United States Federal Bankruptcy Code; and

        (9) certain other customary conditions precedent are satisfied.

        Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when

        (1) either:

        (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or

        (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, pursuant to an optional redemption notice or otherwise, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; and

        (2) the Company has paid all other sums payable under the Indenture by the Company.

        The Trustee will acknowledge the satisfaction and discharge of the Indenture if the Company has delivered to the Trustee an officers' certificate and an opinion of counsel stating that all conditions

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precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Modification of the Indenture

        From time to time, the Company and the Trustee, without the consent of the Holders, may amend the Indenture to:

        (a) cure any ambiguity, defect or inconsistency;

        (b) provide for uncertificated notes in addition to or in place of certificated notes or to alter the provisions of the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder;

        (c) provide for the assumption of the Company's, Holdings' or a Guarantor's obligations to the Holders of the Notes by a successor to the Company, Holdings or a Guarantor pursuant to the "Merger, Consolidation and Sale of Assets" covenant;

        (d) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any Holder of the Notes;

        (e) comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

        (f) provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; or

        (g) allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes.

        Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

        (1) reduce the amount of Notes whose Holders must consent to an amendment;

        (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;

        (3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

        (4) make any Notes payable in money other than that stated in the Notes;

        (5) make any change in the provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on any Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

        (6) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto after a Change of Control has occurred; or

        (7) modify or change any provision of the Indenture or the related definitions affecting the subordination or ranking of the Notes in a manner which adversely affects the Holders.

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        However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Debt of the Company, Holdings or a Guarantor then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change.

Governing Law

        The Indenture provides that it and the Notes are governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

        The Indenture provides that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

        The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee is permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

No Personal Liability of Officers, Directors, Employees, Incorporators or Stockholders

        No director, officer, employee, incorporator or stockholder of Holdings, the Company or any Subsidiary of the Company (other than the Company, Holdings or any Guarantor) will have any liability for any obligations of Holdings, the Company or any Subsidiary of the Company under the Notes, the Indenture or any Guarantee 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 the issuance of the Notes. Such waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Certain Definitions

        Set forth below is a summary of certain of the defined terms used in the Indenture. You should refer to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

"10³/8% Notes" means the $200,000,000 aggregate principal amount of 10³/8% Senior Subordinated Notes due 2008 issued by TransDigm Inc. under the indenture dated as of December 3, 1998, as supplemented on April 23, 1999 and June 26, 2001, among TransDigm Inc., as issuer, the guarantors thereunder and State Street Bank and Trust Company, as trustee.

"Acquired Indebtedness" means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

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"Affiliate" means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. Notwithstanding the foregoing, no Person (other than the Company or any Subsidiary of the Company) in whom a Securitization Entity makes an Investment in connection with a Qualified Securitization Transaction shall be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment.

"Asset Acquisition" means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) other than in the ordinary course of business.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of:

        (1) any Capital Stock of any Restricted Subsidiary of the Company, or

        (2) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that Asset Sales or other dispositions shall not include:

        (a) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $1.0 million;

        (b) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted under "—Certain Covenants—Merger, Consolidation and Sale of Assets" or any disposition that constitutes a Change of Control;

        (c) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof;

        (d) disposals or replacements of obsolete equipment in the ordinary course of business;

        (e) the sale, lease, conveyance, disposition or other transfer by the Company or any Restricted Subsidiary of assets or property to one or more Restricted Subsidiaries in connection with Investments permitted under the "Limitation on Restricted Payments" covenant or pursuant to any Permitted Investment;

        (f) sales of accounts receivable, equipment and related assets (including contract rights) of the type specified in the definition of "Qualified Securitization Transaction" to a Securitization Entity for the fair market value thereof, including cash in an amount at least equal to 75% of the fair market value thereof as determined in accordance with GAAP (for the purposes of this clause (f), Purchase Money Notes shall be deemed to be cash);

        (g) dispositions of cash or Cash Equivalents; and

        (h) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien).

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"Bank Indebtedness" means all Obligations pursuant to the Credit Facility.

"Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

"Board Resolution" means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

"Capital Stock" means:

        (1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock, of such Person and

        (2) with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person.

"Capitalized Lease Obligations" means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

"Cash Equivalents" means:

        (1) marketable direct obligations issued by or unconditionally guaranteed by, the U.S. Government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof;

        (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody's;

        (3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's;

        (4) certificates of deposit or bankers' acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank or by a bank organized under the laws of any foreign country recognized by the United States of America, in each case having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million (or the foreign currency equivalent thereof);

        (5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any bank meeting the qualifications specified in clause (4) above; and

        (6) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (1) through (5) above.

"Change of Control" means the occurrence of one or more of the following events:

        (1) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or Holdings to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a "Group"), other

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than to the Company (in the case of the assets of Holdings), the Permitted Holders or their Related Parties or any Permitted Group;

        (2) the approval by the holders of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of the Indenture);

        (3) any Person or Group (other than the Permitted Holders or their Related Parties or any Permitted Group) shall become the beneficial owner, directly or indirectly, of shares representing more than 40% of the total ordinary voting power represented by the issued and outstanding Capital Stock of the Company, Holdings or TD Holding at a time when the Permitted Holders and their Related Parties in the aggregate own a lesser percentage of the total ordinary voting power represented by such issued and outstanding Capital Stock; or

        (4) the first day on which a majority of the members of the Board of Directors of the Company or Holdings are not Continuing Directors.

"Common Stock" of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person's common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

"Consolidated EBITDA" means, with respect to any Person, for any period, the sum (without duplication) of such Person's:

        (1) Consolidated Net Income; and

        (2) to the extent Consolidated Net Income has been reduced thereby:

        (a) all income taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;

        (b) Consolidated Interest Expense;

        (c) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period (other than normal accruals in the ordinary course of business), all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP;

        (d) any cash charges resulting from the Transactions that are incurred prior to the six month anniversary of the Issue Date; and

        (e) restructuring costs and acquisition integration costs and fees, including cash severance payments made in connection with acquisitions.

"Consolidated Fixed Charge Coverage Ratio" means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the "Four-Quarter Period") ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which internal financial statements are available (the "Transaction Date") to Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (1) the incurrence or repayment of any Indebtedness or the issuance of any Designated Preferred Stock of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or the issuance or redemption of other Preferred Stock (and the

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application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to revolving credit facilities, occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), had occurred on the first day of the Four-Quarter Period; and

        (2) any Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition and without regard to clause (4) of the definition of Consolidated Net Income) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence or assumption of any such Acquired Indebtedness) occurred on the first day of the Four-Quarter Period. If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.

        Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio":

        (1) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and

        (2) notwithstanding clause (1) of this paragraph, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

        For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company. In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an officers' certificate, to reflect operating expense reductions reasonably expected to result from any acquisition or merger.

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum of, without duplication:

        (1) Consolidated Interest Expense; plus

        (2) the product of (x) the amount of all cash dividend payments on any series of Preferred Stock of such Person times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the chief financial officer of the Company, which estimate shall be conclusive); plus

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        (3) the product of (x) the amount of all dividend payments on any series of Permitted Subsidiary Preferred Stock times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the chief financial officer of the Company, which estimate shall be conclusive); provided that with respect to any series of Preferred Stock that did not pay cash dividends during such period but that is eligible to pay dividends during any period prior to the maturity date of the Notes, cash dividends shall be deemed to have been paid with respect to such series of Preferred Stock during such period for purposes of this clause (3).

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of, without duplication:

        (1) the aggregate of all cash and non-cash interest expense with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, including the net costs associated with Interest Swap Obligations, for such period determined on a consolidated basis in conformity with GAAP, but excluding amortization or write-off of debt issuance costs;

        (2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and

        (3) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

"Consolidated Leverage Ratio" with respect to any Person as of any date of determination means, the ratio of (x) consolidated Indebtedness of such Person as of the end of the most recent fiscal quarter for which internal financial statements are available to (y) the aggregate amount of the Consolidated EBITDA of such Person for the period of the most recent four consecutive quarters for which internal financial statements are available, in each case with such pro forma adjustments to consolidated Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

"Consolidated Net Income" means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP and without any deduction in respect of Preferred Stock dividends; provided that there shall be excluded therefrom to the extent otherwise included, without duplication:

        (1) gains and losses from Assets Sales (without regard to the $1.0 million limitation set forth in the definition thereof) and the related tax effects according to GAAP;

        (2) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP;

        (3) all extraordinary, unusual or non-recurring charges, gains and losses (including, without limitation, all restructuring costs, acquisition integration costs and fees, including cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock), and the related tax effects according to GAAP;

        (4) the net income (or loss) of any Person acquired in a pooling of interests transaction accrued prior to the date it becomes a Restricted Subsidiary of the Company or is merged or consolidated with or into the Company or any Restricted Subsidiary of the Company;

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        (5) the net income (but not loss) of any Restricted Subsidiary of the Company to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of the Company of that income is prohibited by contract, operation of law or otherwise;

        (6) the net loss of any Person, other than a Restricted Subsidiary of the Company;

        (7) the net income of any Person, other than a Restricted Subsidiary of the Company, except to the extent of cash dividends or distributions paid to the Company or a Restricted Subsidiary of the Company by such Person;

        (8) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person's assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets;

        (9) any non-cash compensation charges and deferred compensation charges, including any arising from existing stock options resulting from any merger or recapitalization transaction, including the Transactions; provided, however, that Consolidated Net Income for any period shall be reduced by any cash payments made during such period by such Person in connection with any such deferred compensation, whether or not such reduction is in accordance with GAAP; and

        (10) inventory purchase accounting adjustments and amortization and impairment charges resulting from other purchase accounting adjustments with respect to the Transactions and other acquisition transactions.

        For purposes of clause (iii)(v) of the first paragraph of the "Limitation on Restricted Payments" covenant, Consolidated Net Income shall be reduced by any cash dividends paid with respect to any series of Designated Preferred Stock.

"Consolidated Non-cash Charges" means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges, impairments and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges that require an accrual of or a reserve for cash payments for any future period other than accruals or reserves associated with mandatory repurchases of equity securities). For clarification purposes, purchase accounting adjustments with respect to inventory will be included in Consolidated Non-cash Charges.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company or Holdings who:

        (1) was a member of such Board of Directors on the Issue Date; or

        (2) was nominated for election or elected to such Board of Directors by any of the Permitted Holders or with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

"Credit Facilities" means one or more debt facilities (including, without limitation, the Credit Facility) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) and/or letters of credit or banker's acceptances.

"Credit Facility" means the Credit Agreement dated as of the Issue Date among the Company, the lenders party thereto in their capacities as lenders thereunder, Credit Suisse First Boston, as joint bookrunner, joint lead arranger, administrative agent and collateral agent, Banc of America Securities LLC, as joint bookrunner and joint lead arranger, Bank of America, N.A., as syndication agent, and UBS AG, Cayman Islands branch and General Electric Capital Corporation, as documentation agents,

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together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

"Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.

"Default" means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

"Designated Noncash Consideration" means any noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an officers' certificate executed by the principal executive officer and the principal financial officer of the Company or such Restricted Subsidiary at the time of such Asset Sale. Any particular item of Designated Noncash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents. At the time of receipt of any Designated Noncash Consideration, the Company shall deliver an officers' certificate to the Trustee which shall state the fair market value of such Designated Noncash Consideration and shall state the basis of such valuation, which shall be a report of a nationally recognized investment banking, appraisal or accounting firm with respect to the receipt in one or a series of related transactions of Designated Noncash Consideration with a fair market value in excess of $10.0 million.

"Designated Preferred Stock" means Preferred Stock that is so designated as Designated Preferred Stock pursuant to an officers' certificate executed by the principal executive officer and the principal financial officer of the Company, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (iii)(w) of the first paragraph of the "Limitation on Restricted Payments" covenant.

"Designated Senior Debt" means

        (1) the Bank Indebtedness; and

        (2) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal amount of at least $25.0 million and is specifically designated in the instrument evidencing such Senior Debt as "Designated Senior Debt" by the Company.

"Disqualified Capital Stock" means with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

        (1) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;

        (2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

        (3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

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in each case on or prior to the final maturity date of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring prior to the final maturity date of the Notes shall not constitute Disqualified Capital Stock if:

        (1) the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under the "Limitation on Asset Sales" covenant and "—Change of Control"; and

        (2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

        The amount of any Disqualified Capital Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Capital Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Capital Stock as reflected in the most recent internal financial statements of such Person.

"Domestic Restricted Subsidiary" means any direct or indirect Restricted Subsidiary of the Company that is incorporated under the laws of the United States of America, any State thereof or the District of Columbia.

"Equity Offering" means any offering of Qualified Capital Stock of Holdings or the Company; provided that:

        (1) in the event of an offering by Holdings, Holdings contributes to the capital of the Company the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to the provisions described under "—Redemption—Optional Redemption Upon Equity Offerings" and

        (2) in the event such equity offering is not in the form of a public offering registered under the Securities Act, the proceeds received by the Company directly or indirectly from such offering are not less than $10.0 million.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

"fair market value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of the Company acting reasonably and in good faith and shall be evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee.

"Foreign Restricted Subsidiary" means any Restricted Subsidiary of the Company that is not a Domestic Restricted Subsidiary.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in

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such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States of America, as in effect as of the Issue Date.

"Guarantee" means:

        (1) the guarantee of the Notes by Holdings and the Domestic Restricted Subsidiaries of the Company in accordance with the terms of the Indenture; and

        (2) the guarantee of the Notes by any Restricted Subsidiary required under the terms of the "Future Guarantees by Restricted Subsidiaries" covenant.

"Guarantor" means any Restricted Subsidiary that incurs a Guarantee; provided that upon the release and discharge of such Restricted Subsidiary from its Guarantee in accordance with the Indenture, such Restricted Subsidiary shall cease to be a Guarantor.

"Hedging Agreement" means any agreement with respect to the hedging of price risk associated with the purchase of commodities used in the business of the Company and its Restricted Subsidiaries, so long as any such agreement has been entered into in the ordinary course of business and not for purposes of speculation.

"Holdings" means TransDigm Holding Company, a Delaware corporation.

"Indebtedness" means with respect to any Person, without duplication:

        (1) all Obligations of such Person for borrowed money;

        (2) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

        (3) all Capitalized Lease Obligations of such Person;

        (4) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business);

        (5) all Obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction;

        (6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

        (7) all Obligations of any other Person of the type referred to in clauses (1) through (6) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset and the amount of the Obligation so secured;

        (8) all Obligations under Currency Agreements and interest swap agreements of such Person; and

        (9) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

        Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term "Indebtedness" will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;

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provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter. For clarification purposes, the liability of the Company or any Restricted Subsidiary to make periodic payments to licensors in consideration for the license of patents and technical information under license agreements in existence on the Issue Date and any amount payable in respect of a settlement of disputes with respect to such payments thereunder shall not constitute Indebtedness.

        For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. For the purposes of calculating the amount of Indebtedness of a Securitization Entity outstanding as of any date, the face or notional amount of any interest in receivables or equipment that is outstanding as of such date shall be deemed to be Indebtedness but any such interests held by Affiliates of such Securitization Entity shall be excluded for purposes of such calculation.

"Interest Swap Obligations" means the obligations of any Person pursuant to any arrangement with any other Person, whereby directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

"Investment" means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person. "Investment" shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of the Company (or, in the case of a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary of the Company, such Restricted Subsidiary has a minority interest that is held by an Affiliate of the Company that is not a Restricted Subsidiary of the Company), the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary, not sold or disposed of. Except as otherwise provided herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in its fair market value.

"Issue Date" means July 22, 2003.

"Lien" means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

"Marketable Securities" means publicly traded debt or equity securities that are listed for trading on a national securities exchange and that were issued by a corporation whose debt securities are rated in one of the three highest rating categories by either S&P or Moody's.

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"Merger Agreement" means the agreement and plan of merger dated as of June 6, 2003, between TD Acquisition and Holdings, as such agreement may be further amended so long as such amendments are not adverse to the Holders of the Notes.

"Moody's" means Moody's Investors Service, Inc. or any successor thereto.

"Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

        (1) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions and title and recording tax expenses);

        (2) all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

        (3) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale;

        (4) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale; and

        (5) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale.

"Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

"Permitted Acquisition Payments" means, without duplication, the following payments and distributions: (i) payments on the Issue Date to holders of Holdings' common stock, holders of Holdings' preferred stock, holders of in-the-money stock options to acquire Holdings' common stock and the holder of the warrant to acquire Holdings' common stock pursuant to the Merger Agreement, (ii) payments required to defease the 10³/8% Notes in accordance with the terms of the indenture governing those notes and (iii) the payment of transaction fees and expenses relating to the Transactions not in excess of $30.0 million in the aggregate.

"Permitted Business" means any business (including stock or assets) that derives a majority of its revenues from the business engaged in by the Company and its Restricted Subsidiaries on the Issue Date and/or activities that are reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date.

"Permitted Group" means any group of investors that is deemed to be a "person" (as such term is used in Section 13(d)(3) of the Exchange Act) by virtue of the Stockholders' Agreements, as the same may be amended, modified or supplemented from time to time; provided that no single Person (together with its Affiliates), other than the Permitted Holders and their Related Parties, is the "beneficial owner" (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly,

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of more than 50% of the voting power of the issued and outstanding Capital Stock of the Company, Holdings or TD Holding (as applicable) that is "beneficially owned" (as defined above) by such group of investors.

"Permitted Holders" means Warburg Pincus Private Equity VIII, L.P. and its Affiliates and any general or limited partners of Warburg Pincus Private Equity VIII, L.P. and any other shareholder of TD Holding on the Issue Date.

"Permitted Indebtedness" means, without duplication, each of the following:

        (1) Indebtedness under the Notes (other than any Additional Notes);

        (2) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to one or more Credit Facilities in an aggregate principal amount at any time outstanding not to exceed $455.0 million less:

        (A)  the aggregate amount of Indebtedness of Securitization Entities at the time outstanding,

        (B)  the amount of all mandatory principal payments actually made by the Company or any such Restricted Subsidiary since the Issue Date with the Net Proceeds of an Asset Sale in respect of term loans under a credit facility (excluding any such payments to the extent refinanced at the time of payment), and

        (C)  any repayments of revolving credit borrowings under a credit facility with the Net Cash Proceeds of an Asset Sale that are accompanied by a corresponding commitment reduction thereunder;

provided that the amount of Indebtedness permitted to be incurred pursuant to the Credit Facilities in accordance with this clause (2) shall be in addition to any Indebtedness permitted to be incurred pursuant to the Credit Facilities in reliance on, and in accordance with, clauses (7), (13), (14) and (15) below;

        (3)   other indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon;

        (4)   Interest Swap Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided that any Indebtedness to which any such Interest Swap Obligations correspond is otherwise permitted to be incurred under the Indenture; provided, further, that such Interest Swap Obligations are entered into, in the judgment of the Company, to protect the Company or any of its Restricted Subsidiaries from fluctuation in interest rates on its outstanding Indebtedness;

        (5)   Indebtedness of the Company or any Restricted Subsidiary under Hedging Agreements and Currency Agreements;

        (6)   the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any such Restricted Subsidiaries; provided, however, that:

        (a)   if the Company is the obligor on such Indebtedness and the payee is a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes and

        (b)   (1) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and

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              (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof (other than by way of granting a Lien permitted under the Indenture or in connection with the exercise of remedies by a secured creditor) shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

        (7)   Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any person owning such assets) in an aggregate principal amount outstanding not to exceed $10.0 million;

        (8)   Refinancing Indebtedness (other than Refinancing Indebtedness with respect to Indebtedness incurred pursuant to clause (2) of this definition);

        (9)   aguarantees by the Company and its Restricted Subsidiaries of each other's Indebtedness; provided that such Indebtedness is permitted to be incurred under the Indenture; provided, further, that in the event such Indebtedness (other than Acquired Indebtedness) is incurred pursuant to the Consolidated Fixed Charge Coverage Ratio, such guarantees are by the Company or a Guarantor only;

        (10) a Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of the Company, other than guarantees of Indebtedness, incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

        (11) obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business;

        (12) the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is non-recourse to the Company or any Subsidiary of the Company (except for Standard Securitization Undertakings);

        (13) Indebtedness incurred by the Company or any of the Guarantors in connection with the acquisition of a Permitted Business; provided that on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the use of proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company is greater than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the incurrence of such Indebtedness;

        (14) additional Indebtedness of the Company and the Guarantors in an aggregate principal amount which does not exceed $20.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under a credit facility);

        (15) additional Indebtedness of the Foreign Restricted Subsidiaries in an aggregate principal amount which (when combined with the liquidation value of all series of outstanding Permitted Subsidiary Preferred Stock) does not exceed $15.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under a credit facility);

        (16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn

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against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence; and

        (17) Indebtedness of the Company or any of its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary, including, without limitation, in order to provide security for workers' compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

        For purposes of determining compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (17) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Company shall, in its sole discretion, divide and classify (or later redivide and reclassify) such item of Indebtedness in any manner that complies with such covenant. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of the "Limitation on Incurrence of Additional Indebtedness" covenant.

"Permitted Investments" means:

        (1) Investments by the Company or any Restricted Subsidiary of the Company in any Restricted Subsidiary of the Company (other than a Restricted Subsidiary of the Company in which an Affiliate of the Company that is not a Restricted Subsidiary of the Company holds a minority interest) (whether existing on the Issue Date or created thereafter) or any other Person (including by means of any transfer of cash or other property) if as a result of such Investment such other Person shall become a Restricted Subsidiary of the Company (other than a Restricted Subsidiary of the Company in which an Affiliate of the Company that is not a Restricted Subsidiary of the Company holds a minority interest) or that will merge with or consolidate into the Company or a Restricted Subsidiary of the Company and Investments in the Company by the Company or any Restricted Subsidiary of the Company;

        (2) investments in cash and Cash Equivalents;

        (3) loans and advances (including payroll, travel and similar advances) to employees and officers of the Company and its Restricted Subsidiaries for bona fide business purposes (including to purchase Capital Stock of Holdings or TD Holding) in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;

        (4) Currency Agreements, Hedging Agreements and Interest Swap Obligations entered into in the ordinary course of business and otherwise in compliance with the Indenture;

        (5) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers;

        (6) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the "Limitation on Asset Sales" covenant;

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        (7) Investments existing on the Issue Date;

        (8) accounts receivable created or acquired in the ordinary course of business;

        (9) guarantees by the Company or a Restricted Subsidiary of the Company permitted to be incurred under the Indenture;

        (10) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed the greater of (A) $20.0 million and (B) 4% of the Company's Total Assets;

        (11) any Investment by the Company or a Subsidiary of the Company in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a Purchase Money Note or an equity interest;

        (12) Investments the payment for which consists exclusively of Qualified Capital Stock of the Company; and

        (13) any Investment in any Person to the extent it consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business.

"Permitted Subsidiary Preferred Stock" means any series of Preferred Stock of a Foreign Restricted Subsidiary that constitutes Qualified Capital Stock, the liquidation value of all series of which, when combined with the aggregate amount of outstanding Indebtedness of the Foreign Restricted Subsidiaries incurred pursuant to clause (15) of the definition of Permitted Indebtedness, does not exceed $5.0 million.

"Person" means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

"Preferred Stock" of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

"Productive Assets" means assets (including Capital Stock) that are used or usable by the Company and its Restricted Subsidiaries in Permitted Businesses.

"Purchase Money Note" means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest and principal and amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

"Qualified Securitization Transaction" means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

        (1) a Securitization Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries); and

        (2) any other Person (in the case of a transfer by a Securitization Entity),

        or may grant a security interest in any accounts receivable or equipment (whether now existing or arising or acquired in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and

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equipment, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with assets securitization transactions involving accounts receivable and equipment.

"Refinance" means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means any Refinancing, modification, replacement, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness (other than intercompany Indebtedness), including any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof ("Required Premiums") and fees in connection therewith; provided that any such event shall not:

        (1) directly or indirectly result in an increase in the aggregate principal amount of Permitted Indebtedness, except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness:

        (a) to pay Required Premiums and related fees; or

        (b) otherwise permitted to be incurred under the Indenture; and

        (2) create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold.

"Registration Rights Agreement" means the Registration Rights Agreement dated as of the Issue Date, among the Company, Holdings, the Guarantors and Credit Suisse First Boston LLC, as representative of the initial purchasers.

"Related Party" with respect to any Permitted Holder means:

        (1)(a) any spouse, sibling, parent or child of such Permitted Holder; or

        (b) the estate of any Permitted Holder during any period in which such estate holds Capital Stock of the Company for the benefit of any Person referred to in clause (1)(a); or

        (2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially owning an interest of more than 50% of which consist of, or the sole managing partner or managing member of which is, one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (1).

"Representative" means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt.

"Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

"S&P" means Standard & Poor's Ratings Group or any successor thereto.

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"Sale and Leaseback Transaction" means any direct or indirect arrangement with any Person or to which any such Person is a party providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such property.

"SEC" means the U.S. Securities and Exchange Commission.

"Secured Debt" means any Indebtedness secured by a Lien.

"Securities Act" means the Securities Act of 1933, as amended.

"Securitization Entity" means a Wholly Owned Subsidiary of the Company (or another Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) which engages in no activities other than in connection with the financing of accounts receivable or equipment and which is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity:

        (1) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:

        (a) is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

        (b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings; or

        (c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

        (2) with which neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and

        (3) to which neither the Company nor any Restricted Subsidiary of the Company has any obligations to maintain or preserve such entity's financial condition or cause such entity to achieve certain levels of operating results.

        Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an officers' certificate certifying that such designation complied with foregoing conditions.

"Senior Debt" means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of the Company, Holdings or any Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall be subordinate or pari passu in right of payment to the Notes or the Guarantees, as the case may be. Without limiting the generality of the foregoing, "Senior Debt"

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shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:

        (x) all monetary obligations of every nature of the Company, Holdings or any Guarantor under the Credit Facility, including, without limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities;

        (y) all Interest Swap Obligations (and guarantees thereof); and

        (z) all obligations (and guarantees thereof) under Currency Agreements and Hedging Agreements, in each case whether outstanding on the Issue Date or thereafter incurred.

        Notwithstanding the foregoing, "Senior Debt" shall not include:

        (i) any Indebtedness of the Company, Holdings or a Guarantor to the Company or to a Subsidiary of the Company;

        (ii) any Indebtedness of the Company, Holdings or any Guarantor to, or guaranteed by the Company, Holdings or any Guarantor on behalf of, any shareholder, director, officer or employee of the Company, Holdings or any Subsidiary of the Company (including, without limitation, amounts owed for compensation) other than a shareholder who is also a lender (or an Affiliate of a lender) under the Credit Facilities (including the Credit Facility);

        (iii) any amounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities but excluding secured purchase money obligations);

        (iv) Indebtedness represented by Disqualified Capital Stock;

        (v) any liability for Federal, state, local or other taxes owed or owing by the Company, any of the Guarantors or Holdings;

        (vi) that portion of any Indebtedness incurred in violation of the Indenture provisions set forth under "—Certain Covenants—Limitation on Incurrence of Additional Indebtedness" (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (vi) if the holder(s) of such obligation or their representative and the Trustee shall have received an officers' certificate of the Company to the effect that the incurrence of such Indebtedness does not (or in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of the Indenture);

        (vii) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company, any of the Guarantors or Holdings, as applicable; and

        (viii) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company, any of the Guarantors or Holdings.

"Senior Subordinated Debt" means with respect to a Person, the Notes (in the case of the Company), a Guarantee (in the case of a Guarantor or Holdings) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the Notes or such Guarantee, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Debt of such Person.

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"Significant Subsidiary" with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a "significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the Securities Act.

"Standard Securitization Undertakings" means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are reasonably customary, as determined in good faith by the Board of Directors of the Company, in an accounts receivable or equipment transaction.

"Stockholders' Agreements" means those certain stockholders' agreements entered into in connection with the Transactions.

"Subsidiary" with respect to any Person, means:

        (i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly by such Person; or

        (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

"TD Acquisition" means TD Acquisition Corporation, a Delaware corporation and the parent of TD Funding Corporation, the issuer of the Notes.

"TD Holding" means TD Holding Corporation, a Delaware corporation and the parent of TD Acquisition.

"Total Assets" means, as of any date, the total consolidated assets of the Company and its Restricted Subsidiaries, as set forth on the Company's most recently available internal consolidated balance sheet as of such date.

"Transactions" means the merger of TD Acquisition with and into Holdings and the transactions related thereto occurring on the Issue Date, the offering of the Notes being offered hereby and issued on the Issue Date, the tender offer for the 10³/8% Notes effected in connection with the merger of TD Acquisition with and into Holdings and the defeasance of any such notes not tendered for and purchased in such tender offer and borrowings made on the Issue Date pursuant to the Credit Facility.

"U.S. Subsidiary" means any Subsidiary of the Company that is incorporated under the laws of the United States of America or any State thereof or the District of Columbia.

"Unrestricted Subsidiary" of any Person means:

        (1) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

        (2) any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated or another Unrestricted Subsidiary; provided that:

        (1) the Company certifies to the Trustee that such designation complies with the "Limitation on Restricted Payments" covenant; and

        (2) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become

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directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.

        The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "Limitation on Incurrence of Additional Indebtedness" covenant and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

        Actions taken by an Unrestricted Subsidiary will not be deemed to have been taken, directly or indirectly, by the Company or any Restricted Subsidiary.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

        (1) the then outstanding aggregate principal amount of such Indebtedness; into

        (2) the sum of the total of the products obtained by multiplying;

        (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof; by

        (b) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

"Wholly Owned Restricted Subsidiary" of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary.

"Wholly Owned Subsidiary" of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Restricted Subsidiary that is incorporated in a jurisdiction other than a State in the United States of America or the District of Columbia, directors' qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

144

BOOK-ENTRY, DELIVERY AND FORM

        The original notes were sold to qualified institutional buyers in reliance on Rule 144A ("Rule 144A Notes") and in offshore transactions in reliance on Regulation S ("Regulation S Notes"). The original notes were issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000.

        Rule 144A Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the "Rule 144A Global Notes") and the Regulation S Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the "Temporary Regulation S Global Notes"). Beneficial ownership interests in a Temporary Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note, a permanent global note (the "Permanent Regulation S Global Note") or a definitive note in registered certificated form (a "Certificated Note") only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the "Distribution Compliance Period") and then only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for a Certificated Note, in compliance with the requirements described under "—Exchange of Global Notes for Certificated Notes." The Temporary Regulation S Global Note and the Permanent Regulation S Global Note are referred to herein as the "Regulation S Global Notes" and the Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as the "Global Notes". The Global Notes were deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Beneficial interests in the Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes at any time except in the limited circumstances described below. See "—Exchanges Between Regulation S Notes and Rule 144A Notes".

        The exchange notes issued in exchange for the original notes will be represented by one or more fully registered global notes, without interest coupons and will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

        Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the global notes will not be entitled to receive physical delivery of exchange notes in certificated form.

        Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Neither the Company nor the Trustee takes any responsibility for these operations and procedures and investors are urged to contact the system or their participants directly to discuss these matters.

145

        DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised the Company that, pursuant to procedures established by it:

        (1) upon deposit of the global notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the global notes; and

        (2) ownership of these interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the global notes).

        Investors in the global notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations that are Participants in such system. All interests in a global note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a global note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a global note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of an interest in the global notes will not have exchange notes registered in their names, will not receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or "holders" thereof under the Indenture for any purpose.

        Payments in respect of the principal of, and interest and premium and additional interest, if any, on a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the exchange notes, including the global notes, are registered as the owners of the exchange notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

        (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the global notes; or

        (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the

146

relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the exchange notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised the Company that it will take any action permitted to be taken by a Holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the global notes for legended exchange notes in certificated form, and to distribute such exchange notes to its Participants.

        Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for certificated notes if:

        (1) DTC notifies the Company that it (a) is unwilling or unable to continue as depository for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and in either case DTC fails to appoint a successor depository;

        (2) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the certificated notes; or

        (3) there has occurred and is continuing a Default with respect to the exchange notes.

        In addition, beneficial interests in a Global Note may be exchanged for certificated notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Notes

        Certificated notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Exchanges Between Regulation S Notes and Rule 144A Notes

        Beneficial interests in the Temporary Regulation S Global Note may be exchanged for beneficial interests in the Permanent Regulation S Global Note or the Rule 144A Global Note only after the

147

expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Note are owned by or being transferred to either non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.

        Beneficial interest in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available).

        Transfers involving exchanges of beneficial interests between the Regulation S Global Notes and the Rule 144A Global Notes will be effected in DTC by means of an instruction originated by the Trustee through the DTC Deposit/Withdraw at Custodian system. Accordingly, in connection with any such transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the Regulation S Global Note and a corresponding increase in the principal amount of the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interest in such other Global Note for so long as it remains such an interest.

Same Day Settlement and Payment

        We will make payments in respect of the exchange notes represented by the global notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the global note holder. The Company will make all payments of principal, interest and premium and additional interest, if any, with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder's registered address. The exchange notes represented by the global notes are eligible to trade in the PORTAL market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any certificated notes will also be settled in immediately available funds.

148

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        The exchange of original notes for exchange notes pursuant to the exchange offer will not constitute a taxable event for U.S. federal income tax purposes. The exchange notes received by a holder of original notes should be treated as a continuation of such holder's investment in the original notes; thus there should be no material U.S. federal income tax consequences to holders exchanging original notes for exchange notes. As a result:

•

a holder of original notes will not recognize taxable gain or loss as a result of the exchange of original notes for exchange notes pursuant to the exchange offer;



•

a holder's holding period with respect to the exchange notes will include the holder's holding period of the original notes surrendered in exchange therefor; and



•

a holder's adjusted tax basis in the exchange notes will be the same as such holder's adjusted tax basis in the original notes surrendered in exchange therefor.

149

PLAN OF DISTRIBUTION

        Based on existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes that will be issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by the holders thereof without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of the notes who is an "affiliate" (within the meaning of the Securities Act) of ours or who intends to participate in the exchange offer for the purpose of distributing the exchange notes or a broker-dealer (within the meaning of the Securities Act) that acquired original notes in a transaction other than as part of its market-making or other trading activities and who has arranged or has an understanding with any person to participate in the distribution of the exchange notes: (1) will not be able to rely on the interpretations by the staff of the SEC set forth in the above-mentioned no-action letters; (2) will not be able to tender its original notes in the exchange offer; and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-marketing activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                        , 2003, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any such sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account, pursuant to the exchange offer, may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letters of transmittal state that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

150

LEGAL MATTERS

        The validity of the exchange notes will be passed upon for us by Willkie Farr & Gallagher LLP, New York, New York.

EXPERTS

        The consolidated financial statements of Holdings as of September 30, 2002 and 2001, and for each of the three years in the period ended September 30, 2002 included in this prospectus and the related financial statement schedule included elsewhere in the registration statement, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports appearing herein and elsewhere in the registration statement, and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The financial statements of Federal-Mogul Aviation Inc., a division of Federal-Mogul Ignition Company that we acquired on May 31, 2001 (which we refer to herein as Champion Aerospace), as of December 31, 2000 and 1999 and for the years then ended, the period from October 10, 1998 through December 31, 1998 and the financial statements of the Aviation Division of the Cooper Automotive Division of Cooper Industries (the "Predecessor") for the period from January 1, 1998 through October 9, 1998 included in this prospectus have been audited by Ernst & Young LLP, independent auditors, as set forth in their report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND INFORMATION

        This prospectus forms a part of a registration statement that we filed with the SEC on Form S-4 under the Securities Act in connection with the offering of the exchange notes. This prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about us and the exchange notes. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        Under the terms of the indenture that governs the notes, we have agreed that, whether or not required by the rules and regulations of the SEC, so long as any original notes or exchange notes are outstanding, we will furnish to the trustee and the holders of the original notes or exchange notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if we were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes our financial condition and results of operations and those of our consolidated subsidiaries and, with respect to the annual information only, a report thereon by our independent auditors and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability, unless the SEC will not accept such a filing and make such information available to securities analysts and prospective investors upon request. In addition, following the consummation of the exchange offer, we have agreed that, for so long as any original notes or exchange notes remain outstanding, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Upon effectiveness of the registration statement of which this prospectus is a part, we will become subject to the periodic reporting and to the informational requirements of the Exchange Act and will

151

file information with the SEC, including annual, quarterly and current reports. You may read and copy any document we file with the SEC at the SEC's public reference room at the following address:

Public Reference Room
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

        Please call the SEC at 1-800-SEC-0330 for further information on the operations of the public reference rooms.

        Our SEC filings are also available at the SEC's web site at http://www.sec.gov and at our own web site at http://www.transdigm.com. You can also obtain a copy of any of our filings, at no cost, by writing to or telephoning us at the following address:

TransDigm Inc.
26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143
(216) 289-4939

152

INDEX TO FINANCIAL STATEMENTS

TransDigm Holding Company
	Audited Consolidated Financial Statements:
		Independent Auditors' Report	F-3
		Consolidated Balance Sheets as of September 30, 2002 and 2001	F-4
		Consolidated Statements of Income for the Years Ended September 30, 2002, 2001 and 2000	F-5
		Consolidated Statements of Changes in Stockholders' Deficiency for the Years Ended September 30, 2002, 2001 and 2000	F-6
		Consolidated Statements of Cash Flows for the Years Ended September 30, 2002, 2001 and 2000	F-7
		Notes to Consolidated Financial Statements for the Years Ended September 30, 2002, 2001 and 2000	F-8
	Unaudited Interim Condensed Consolidated Financial Statements:
		Unaudited Condensed Consolidated Balance Sheets—June 28, 2003 and September 30, 2002	F-35
		Unaudited Condensed Consolidated Statements of Income—Thirteen and Thirty-Nine Week Periods Ended June 28, 2003 and June 29, 2002	F-36
		Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficiency—Thirty-Nine Week Period Ended June 28, 2003	F-37
		Unaudited Condensed Consolidated Statements of Cash Flows—Thirty-Nine Week Periods Ended June 28, 2003 and June 29, 2002	F-38
		Notes to Unaudited Condensed Consolidated Financial Statements	F-39
	Supplementary Data:
		Deloitte & Touche LLP, Independent Auditors' Report	F-53
		Valuation and Qualifying Accounts for the years ended September 30, 2002, 2001 and 2000	F-54
Federal-Mogul Aviation, Inc.
	Audited Financial Statements:
		Report of Ernst & Young LLP, Independent Auditors	F-55
		Statements of Operations for the years ended December 31, 2000 and 1999, for the period from October 10, 1998 through December 31, 1998 and for the Aviation Division of the Cooper Automotive Division of Cooper Industries (the Predecessor) for the period from January 1, 1998 to October 9, 1998	F-56
		Balance Sheets as of December 31, 2000 and 1999	F-57

F-1

		Statements of Cash Flows for the years ended December 31, 2000 and 1999, for the period from October 10, 1998 through December 31, 1998 and for the Aviation Division of the Cooper Automotive Division of Cooper Industries (the Predecessor) for the period from January 1, 1998 to October 9, 1998	F-58
		Notes to Financial Statements as of December 31, 2000 and 1999, for the years ended December 31, 2000 and 1999, for the period from October 10, 1998 through December 31, 1998 and for the Aviation Division of the Cooper Automotive Division of Cooper Industries (the Predecessor) for the period from January 1, 1998 to October 9, 1998	F-59
Unaudited Interim Financial Statements:
	Balance Sheets as of March 31, 2001 (unaudited) and December 31, 2000		F-64
	Unaudited Statements of Operations for the Thirteen-Week Periods Ended March 31, 2001 and 2000		F-65
	Unaudited Statements of Cash Flows for the Thirteen-Week Periods Ended March 31, 2001 and 2000		F-66
	Notes to Financial Statements as of March 31, 2001 and December 31, 2000 and for the Thirteen-Week Periods Ended March 31, 2001 and 2000		F-67

F-2

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
TransDigm Holding Company

        We have audited the accompanying consolidated balance sheets of TransDigm Holding Company and subsidiaries (the "Company") as of September 30, 2002 and 2001, and the related consolidated statements of income, changes in stockholders' deficiency and cash flows for each of the three years in the period ended September 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of TransDigm Holding Company and subsidiaries as of September 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2002 in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio
December 2, 2002 (except for Note 20 as to which the date is August 11, 2003)

F-3

TRANSDIGM HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2002 AND 2001

(in thousands)

			2002			2001
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	49,206		$	11,221
	Accounts receivable, net (Note 4)			37,341			40,215
	Inventories (Note 5)			51,429			47,872
	Deferred income taxes (Note 12)			9,959			9,749
	Prepaid expenses and other			715			447
		Total current assets		148,650			109,504
PROPERTY, PLANT AND EQUIPMENT—Net (Note 6)				39,192			42,095
INTANGIBLE ASSETS—Net (Note 7)				200,023			203,858
DEBT ISSUE COSTS—Net				11,622			12,494
DEFERRED INCOME TAXES AND OTHER (Note 12)				2,739			4,947
TOTAL ASSETS			$	402,226		$	372,898
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
	Current portion of long-term liabilities (Notes 9 and 11)		$	7,084		$	15,822
	Accounts payable			11,835			9,181
	Accrued liabilities (Note 8)			30,696			28,829
		Total current liabilities		49,615			53,832
LONG-TERM DEBT—Less current portion (Note 9)				404,468			399,587
OTHER NON-CURRENT LIABILITIES (Note 11)				6,268			8,033
Total liabilities				460,351			461,452
CUMULATIVE REDEEMABLE PREFERRED STOCK (Note 13)				16,124			13,222
REDEEMABLE COMMON STOCK (Note 13)				2,907			1,612
STOCKHOLDERS' DEFICIENCY:
	Common stock, $.01 par value (Note 13)			102,080			102,080
	Warrants (Note 13)			1,934			1,934
	Retained deficit			(180,506	)		(206,901	)
	Accumulated other comprehensive loss			(664	)		(501	)
		Total stockholders' deficiency		(77,156	)		(103,388	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY			$	402,226		$	372,898

See notes to consolidated financial statements

F-4

TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(in thousands)

			Years Ended September 30,
			2002		2001		2000
NET SALES (Note 4)			$	248,802	$	200,773	$	150,457
COST OF SALES (Including charges of $6,639 and $185 in 2001 and 2000, respectively, due to inventory purchase accounting adjustments) (Note 2)				134,575		118,525		82,193
GROSS PROFIT				114,227		82,248		68,264
OPERATING EXPENSES:
	Selling and administrative			21,905		20,669		16,799
	Amortization of intangibles			6,294		2,966		1,843
	Research and development			2,057		2,943		2,308
		Total operating expenses		30,256		26,578		20,950
INCOME FROM OPERATIONS				83,971		55,670		47,314
INTEREST EXPENSE—NET				36,538		31,926		28,563
INCOME BEFORE INCOME TAXES				47,433		23,744		18,751
INCOME TAX PROVISION (Note 12)				16,804		9,386		7,972
NET INCOME			$	30,629	$	14,358	$	10,779

See notes to consolidated financial statements.

F-5

TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' DEFICIENCY

(in thousands)

			Common Stock			Warrants		Retained Deficit			Accumulated Other Comprehensive Loss			Total
BALANCE, OCTOBER 1, 1999			$	102,097				$	(229,237	)	$	(482	)	$	(127,622	)
Comprehensive income:
	Net income								10,779						10,779
	Other comprehensive income											32			32
		Comprehensive income													10,811
Exercise of stock options				274											274
Income tax benefit from stock options				460											460
Adjustment of redeemable common stock				(675	)				(1,657	)					(2,332	)
BALANCE, SEPTEMBER 30, 2000				102,156					(220,115	)		(450	)		(118,409	)
Comprehensive income:
	Net income								14,358						14,358
	Other comprehensive loss											(51	)		(51	)
		Comprehensive income													14,307
Issuance of warrants for purchase of common stock						$	1,934								1,934
Purchase of common stock				(125	)										(125	)
Income tax benefit from stock options				49											49
Adjustment of redeemable common stock									(256	)					(256	)
Cumulative redeemable preferred stock:
	Dividends accrued								(800	)					(800	)
	Accretion for original issuance discount								(88	)					(88	)
BALANCE, SEPTEMBER 30, 2001				102,080			1,934		(206,901	)		(501	)		(103,388	)
Comprehensive income:
	Net income								30,629						30,629
	Other comprehensive loss											(163	)		(163	)
		Comprehensive income													30,466
Adjustment of redeemable common stock									(1,332	)					(1,332	)
Cumulative redeemable preferred stock:
	Dividends accrued								(2,629	)					(2,629	)
	Accretion for original issuance discount								(273	)					(273	)
	BALANCE, SEPTEMBER 30, 2002		$	102,080		$	1,934	$	(180,506	)	$	(664	)	$	(77,156	)

See notes to consolidated financial statements.

F-6

TRANSDIGM HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

					Years Ended September 30,
					2002			2001			2000
OPERATING ACTIVITIES:
	Net income				$	30,629		$	14,358		$	10,779
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation				7,198			5,680			4,669
		Amortization of intangibles				6,294			2,966			1,843
		Amortization/write-off of debt issue costs and note premium				4,146			1,946			1,705
		Interest deferral on Holdings PIK Notes				3,659			2,958			2,639
		Changes in assets and liabilities, net of effects from acquisition of businesses (Note 2):
				Accounts receivable		3,020			(13,331	)		(3,970	)
				Inventories		(3,542	)		4,530			(2,337	)
				Prepaid expenses and other assets		887			2,325			2,328
				Accounts payable		2,524			(947	)		191
				Accrued and other liabilities		1,637			2,276			(1,542	)
		Net cash provided by operating activities				56,452			22,761			16,305
INVESTING ACTIVITIES:
	Capital expenditures					(3,816	)		(4,486	)		(4,368	)
	Acquisition of Champion Aviation (Note 2)								(162,318	)
	Acquisition of lube pump product line (Note 2)								(6,784	)
	Acquisition of ZMP, Inc. (Note 2)											1,648
	Acquisition of Christie Electric Corp. (Note 2)											(2,400	)
	Other					(1,623	)
			Net cash used in investing activities			(5,439	)		(173,588	)		(5,120	)
FINANCING ACTIVITIES:
	Borrowings under credit facility, net of fees of $5,040								157,560
	Proceeds from senior subordinated notes, net of fees of $3,377					73,629
	Proceeds from exercise of stock options											295
	Proceeds from issuance of cumulative redeemable preferred stock and warrants, net of fees of $733 (Note 2)								14,267
	Repayment of amounts borrowed under credit facility					(84,820	)		(13,949	)		(7,595	)
	Payment of Honeywell license obligation					(1,800	)
	Purchase of common stock, including redeemable common stock					(37	)		(139	)		(2,305	)
			Net cash (used in) provided by financing activities			(13,028	)		157,739			(9,605	)
NET INCREASE IN CASH AND CASH EQUIVALENTS						37,985			6,912			1,580
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR						11,221			4,309			2,729
CASH AND CASH EQUIVALENTS, END OF YEAR					$	49,206		$	11,221		$	4,309
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the year for interest				$	27,431		$	26,078		$	23,955
	Cash paid during the year for income taxes				$	15,684		$	6,200		$	5,004

See notes to consolidated financial statements.

F-7

TRANSDIGM HOLDING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000

1. DESCRIPTION OF THE BUSINESS AND RECAPITALIZATION

Description of the Business—TransDigm Holding Company ("Holdings"), through its wholly-owned operating subsidiary, TransDigm Inc. ("TransDigm"), is a premier supplier of engineered power system and airframe components servicing predominantly the aerospace industry. TransDigm, which includes the AeroControlex and AdelWiggins Groups, along with its wholly-owned subsidiaries, Champion Aerospace Inc. ("Champion"), Marathon Power Technologies Company ("Marathon"), ZMP, Inc. ("ZMP"), and Adams Rite Aerospace, Inc. ("Adams Rite") (collectively, the "Company") offers a broad line of proprietary aerospace components. Major product offerings in the Power System Components categories include ignition system components, fuel and lube pumps, mechanical controls, and batteries and chargers. Major product offerings in the Airframe System Components categories include engineered connectors, engineered latches, and lavatory hardware and components.

Recapitalization—On December 3, 1998, an entity formed by affiliates of Odyssey Investment Partners, LP ("Odyssey"), and Holdings consummated a definitive agreement and plan of merger (the "Merger Agreement" or the "Merger"). Pursuant to the terms of the Merger, Holdings was the surviving corporation in the Merger. In connection with the Merger, owners of Holdings' outstanding common stock received, in exchange for each outstanding share of common stock (except for shares held directly or indirectly by Holdings or the Rolled Shares, as defined in the Merger Agreement), the "Per Share Merger Consideration," as defined in the Merger Agreement. The aggregate consideration payable pursuant to the Merger, including amounts payable to holders of options and warrants, was approximately $299.7 million.

        The Merger was treated as a recapitalization for financial reporting purposes, which had no impact on the historical basis of Holdings' consolidated assets and liabilities but resulted in the majority of the merger consideration being charged directly to Holdings' equity, creating the Company's stockholders' deficiency.

Separate Financial Statements—Separate financial statements of TransDigm are not presented since TransDigm's Senior Subordinated Notes (see Note 9) are guaranteed by Holdings and all direct and indirect subsidiaries of TransDigm and since Holdings has no significant operations or assets separate from its investment in TransDigm.

2. ACQUISITIONS

Champion Aviation—Through a newly-formed, wholly-owned subsidiary, Champion Aerospace Inc., TransDigm acquired substantially all of the assets and certain liabilities of the Champion Aviation Products ("Champion Aviation") business on May 31, 2001 (the "Acquisition"), from Federal Mogul Ignition Company ("Federal-Mogul"), a wholly-owned subsidiary of Federal-Mogul Corporation, for approximately $160.1 million in cash, subject to adjustment based on the level of acquired working capital as of the closing of the Acquisition. Champion Aviation is engaged in researching, designing, developing, engineering, manufacturing, marketing, distributing and selling ignition systems and related components and other products (including, without limitation, igniters, spark plugs, and exciters) for turbine and piston aircraft applications as well as other aerospace engine and industrial applications.

        The purchase price consideration of $160.1 million in cash and $2.2 million of costs associated with the Acquisition was funded through: (1) $147.6 million of new borrowings under the Company's existing Senior Credit Facility, (2) $14.3 million received (net of fees of $.7 million) from the issuance

F-8

of $15 million of Holdings' 16% Cumulative Redeemable Preferred Stock (see Note 13) and warrants to purchase 1,381.87 shares of Holdings' common stock (see Note 13), and (3) the use of $.4 million of the Company's existing cash balances. TransDigm also borrowed an additional $15 million under the Senior Credit Facility to pay $5 million of debt issuance costs and provide $10 million of working capital for future operations. Fees paid to Odyssey in connection with the acquisition totaled approximately $1.7 million.

        Approximately $2.6 million of the additional borrowings were obtained under the Company's revolving credit line, $45 million was added to the Company's existing Tranche B Facility, and $115 million was borrowed in the form of a new Tranche C Facility maturing in May 2007 under the Senior Credit Facility.

        The Company accounted for the Acquisition as a purchase and included the results of operations of the acquired business in its fiscal 2001 consolidated financial statements from the effective date of the Acquisition. The purchase price was allocated based on the estimated fair values of the assets and liabilities acquired in conjunction with the Acquisition and resulted in goodwill of approximately $134 million being recorded on the Company's consolidated balance sheet. This goodwill is being amortized on a straight-line basis over forty years.

        The following table summarizes the unaudited, consolidated pro forma results of operations of the Company, as if the Acquisition had occurred at the beginning of the years ended September 30 (in thousands):

	2001		2000
Net sales	$	247,761	$	219,073
Operating income		65,560		60,879
Net income		15,137		10,380

        This pro forma information is not necessarily indicative of the results that actually would have been obtained if the operations had been combined as of the beginning of the years presented and is not intended to be a projection of future results.

Lube Pump Product Line—During the first and second quarters of fiscal 2001, the Company entered into a series of agreements with Honeywell International, Inc. which provided the Company an exclusive, worldwide license to produce and sell products composing Honeywell's lube pump product line for at least forty years and enabled the Company to acquire approximately $5.9 million of inventory pertaining to the product line, along with certain related assets. Under the agreements, the Company made cash payments approximating $6.6 million at closing and is required to make future, specified (see Note 11) and variable royalty payments for the license. The Company also agreed to supply certain products to Honeywell for a period of five years.

        The Company accounted for the acquisition as a purchase and has included the results of operations of the acquired product line (which were not material through September 30, 2001) in its fiscal 2001 consolidated financial statements from the effective date of the acquisition (March 26, 2001). Intangible assets of $15.7 million, consisting of the license agreement and goodwill that were recorded as a result of the acquisition are being amortized on a straight-line basis over twenty years.

F-9

        The purchase price of the inventory acquired from Honeywell is subject to adjustment based upon a final determination of the value acquired, as defined.

        Pro forma net sales and results of operations for this acquisition, had the acquisition occurred at the beginning of the years ended September 30, 2001 and 2000, are not significant and, accordingly, are not provided.

        On March 8, 2000, Marathon acquired all of the issued and outstanding common shares of Christie Electric Corp. ("Christie") for $2.4 million. The Company accounted for the acquisition as a purchase and included the results of operations of Christie, which are not material to the Company's consolidated results of operations, in its fiscal 2000 consolidated financial statements from the effective date of acquisition. Goodwill of $1.8 million, which resulted from the acquisition, is being amortized on a straight-line basis over forty years.

        On April 23, 1999, TransDigm acquired all of the outstanding common stock of ZMP, Inc., the corporate parent of Adams Rite Aerospace, Inc. through a merger. During the fiscal year ended September 30, 2000, the Company received a purchase price adjustment of $1.6 million, net of expenses, and credited the amount against goodwill previously recognized in connection with the merger.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation—The accompanying consolidated financial statements include the accounts of TransDigm Holding Company and subsidiaries. All significant intercompany balances and transactions have been eliminated.

Revenue Recognition—Revenue is recognized when products are shipped to the customer. Any anticipated losses on contracts are charged to earnings when identified.

Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Allowance for Uncollectible Accounts—The Company reserves for amounts determined to be uncollectible based on specific identification and historical experience.

Inventories—Inventories are stated at the lower of cost or market. Cost of inventories is determined by the average cost and the first-in, first-out (FIFO) methods. Provision for potentially obsolete or slow-moving inventory is made based on management's analysis of inventory levels and future sales forecasts. In accordance with industry practice, all inventories are classified as current assets even though a portion of the inventories may not be sold within one year.

Property, Plant and Equipment—Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method at rates based on the estimated useful lives of the assets.

Debt Issue Costs, Premiums and Discounts—The cost of obtaining financing as well as premiums and discounts are amortized using the interest method over the terms of the respective obligations/securities.

F-10

Intangible Assets—Intangible assets are amortized on a straight-line basis over their respective estimated useful lives ranging from 5 to 40 years. The Company assesses the recoverability of intangibles by determining whether the amortization over the remaining life can be recovered through projected, undiscounted, cash flows from future operations.

Income Taxes—The Company accounts for income taxes using an asset and liability approach. Deferred taxes are recorded for the difference between the book and tax basis of various assets and liabilities.

Product Warranty Costs—The Company generally provides a one year warranty on certain products beginning on the date the product is installed on an aircraft. A provision for estimated sales returns and the cost of repairs is recorded at the time of sale and periodically adjusted to reflect actual experience.

Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Loss—The Company's accumulated other comprehensive loss, consisting principally of its minimum pension liability adjustment, is reported separately in the accompanying consolidated balance sheets and statements of changes in stockholders' deficiency, net of taxes of $521,000, $404,000, and $317,000 at September 30, 2002, 2001, and 2000, respectively.

Segment Reporting—The Company's principal business, aircraft component supplier, is reported as one segment. Substantially all of the Company's operations are located within the United States.

Reclassifications—Certain reclassifications have been made to the fiscal 2001 and 2000 financial statements and related notes to conform to the classifications used in fiscal 2002.

4. SALES AND ACCOUNTS RECEIVABLE

Sales—The Company's sales and receivables are concentrated in the aerospace industry. The major customers for Power System Components include commercial and defense aftermarket end users of engines and APUs, engine and APU OEMs, and regional and business jet OEMs and end users. The major customers for Airframe System Components include commercial and defense aftermarket end users, commercial transport OEMs, and regional and business jet OEMs and end users.

        Information concerning the Company's net sales by its major system component categories is as follows for the years ended September 30 (in thousands):

	2002		2001		2000
Power System Components	$	156,222	$	106,811	$	67,275
Airframe System Components		92,580		93,962		83,182
Total	$	248,802	$	200,773	$	150,457

F-11

        For the fiscal year ended September 30, 2002, three customers each accounted for approximately 11% of the Company's net sales. Two customers represented approximately 17% and 8% of the Company's net sales during the fiscal year ended September 30, 2001 and two customers represented approximately 10% and 9% of the Company's net sales for the fiscal year ended September 30, 2000. Export sales to customers, primarily in Western Europe, were $59.4 million in fiscal 2002, $54.8 million in fiscal 2001, and $36.2 million in fiscal 2000.

Accounts Receivable—Accounts receivable consist of the following at September 30 (in thousands):

	2002			2001
Due from U.S. government or prime contractors under U.S. government programs	$	2,670		$	3,798
Commercial customers		35,976			37,573
Allowance for uncollectible accounts		(1,305	)		(1,156	)
Accounts receivable—net	$	37,341		$	40,215

        Approximately 28% of the Company's receivables at September 30, 2002 were due from two customers. In addition, approximately 39% of the Company's receivables were due from entities which principally operate outside of the United States. Credit is extended based on an evaluation of each customer's financial condition and collateral is generally not required.

5. INVENTORIES

        Inventories consist of the following at September 30 (in thousands):

		2002			2001
Work-in-progress and finished goods		$	28,534		$	30,990
Raw materials and purchased component parts			30,010			24,177
	Total		58,544			55,167
Reserve for excess and obsolete inventory			(7,115	)		(7,295	)
Inventories—net		$	51,429		$	47,872

F-12

6. PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consist of the following at September 30 (in thousands):

		2002			2001
Land and improvements		$	5,464		$	4,881
Buildings and improvements			15,287			19,316
Machinery and equipment			43,421			38,024
Furniture and fixtures			5,893			5,560
Construction in progress			1,252			814
	Total		71,317			68,595
Accumulated depreciation			(32,125	)		(26,500	)
Property, plant and equipment — net		$	39,192		$	42,095

7. INTANGIBLE ASSETS

        Intangible assets, net of accumulated amortization, consist of the following at September 30 (in thousands):

	2002		2001
Goodwill	$	158,453	$	191,630
Trademarks and trade names		19,852
Honeywell license agreement (Note 2)		11,191		11,946
Technology		9,078
Other		1,449		282
Total	$	200,023	$	203,858

        Accumulated amortization of intangibles was $29.6 million at September 30, 2002 and $23.3 million at September 30, 2001.

        During fiscal 2002, the purchase price allocation of the Champion Aviation acquisition (see Note 2) was finalized and resulted in the recognition of trademarks and trade names intangible assets of $20.5 million and technology (patented and unpatented) intangible assets of $10.9 million, with a corresponding reduction in previously recorded goodwill.

F-13

8. ACCRUED LIABILITIES

        Accrued liabilities consist of the following at September 30 (in thousands):

	2002		2001
Estimated losses on uncompleted contracts	$	8,429	$	10,233
Interest		7,310		5,540
Compensation and related benefits		6,155		6,650
Sales returns and repairs		4,249		3,363
Professional services		1,291		688
Income taxes payable		282		1,062
Other		2,980		1,293
Total	$	30,696	$	28,829

9. DEBT

Summary—The Company's long-term debt consists of the following at September 30 (in thousands):

			2002			2001
Term loans:
	Tranche A					$	40,713
	Tranche B		$	83,629			105,186
	Tranche C			92,163			114,713
Senior Subordinated Notes				200,000			125,000
Holdings PIK Notes				31,256			27,597
Premium on Senior Subordinated Notes				1,904			—
		Total debt		408,952			413,209
Current maturities				(4,484	)		(13,622	)
Long-term portion			$	404,468		$	399,587

Revolving Credit and Term Loans—TransDigm's Senior Credit Facility totals $293 million, which consists of (1) a $30 million revolving credit line maturing in November 2004 and (2) a term loan facility in the aggregate of $263 million, consisting of a $43 million Tranche A Facility, which was repaid in fiscal 2002, a $105 million Tranche B Facility maturing in May 2006, and a $115 million Tranche C Facility maturing in May 2007. At September 30, 2002, the Company had $30 million of borrowings (the entire revolving credit line) available under the credit facility.

        The interest rate under the credit facility is, at TransDigm's option, either (A) a floating rate equal to the Base Rate plus the Applicable Margin, as defined in the credit facility; or (B) the Eurodollar Rate for fixed periods of one, two, three, or six months, plus the Applicable Margin. The credit facility is subject to mandatory prepayment with a defined percentage of net proceeds from certain asset sales, insurance proceeds or other awards that are payable in connection with the loss, destruction or condemnation of any assets, certain new debt and equity offerings and 50% of excess cash flow (as

F-14

defined in the credit facility) over a predetermined amount defined in the credit facility. The interest rate on outstanding borrowings at September 30, 2002 was 5.375%.

        All obligations under the Senior Credit Facility are guaranteed by Holdings and each of the subsidiaries, direct and indirect, of TransDigm. The indebtedness outstanding under the Senior Credit Facility is secured by a pledge of the stock of TransDigm and all of its domestic subsidiaries and a perfected lien and security interest in assets other than real estate (tangible and intangible) of TransDigm, its direct and indirect subsidiaries and Holdings. The agreement also contains a number of restrictive covenants that, among other things, restrict Holdings, TransDigm and their subsidiaries from various actions, including mergers and sales of assets, use of proceeds, granting of liens, incurrence of indebtedness, voluntary prepayment of indebtedness, capital expenditures, payment of dividends, business activities, investments and acquisitions, and transactions with affiliates. The agreement also requires the Company to comply with certain financial covenants pertaining to earnings, interest coverage and leverage. The Company was in compliance with all financial covenants of the Senior Credit Facility as of September 30, 2002. The maturities of the Company's term loans by fiscal year are as follows: $4.5 million in fiscal 2003, $13.1 million in fiscal 2004, $36.7 million in fiscal 2005, $54.9 million in fiscal 2006, and $66.6 million in fiscal 2007.

        On June 7, 2002, the Senior Credit Facility was amended to, among other things, permit TransDigm to: (1) incur up to $150 million of additional bank borrowings or subordinated debt (for which there are currently no commitments to provide such funds) to finance permitted acquisitions or pay dividends to Holdings to retire certain "paid-in-kind" subordinated notes issued by Holdings (the "Holdings PIK Notes") and (2) make future permitted acquisitions as long as the aggregate purchase price of such permitted acquisitions does not exceed $225 million and certain other conditions are met. The amendment also modified certain financial covenants and waived any mandatory prepayment of amounts owed under the Senior Credit Facility from excess cash flow, if any, generated by TransDigm during fiscal 2002.

Senior Subordinated Notes—TransDigm's Senior Subordinated Notes (the "Notes") bear interest at an annual rate of 10³/8%, maturing on December 1, 2008, and are unsecured obligations of TransDigm ranking subordinate to the Company's senior debt, as defined in the note agreement. The Notes are redeemable after December 1, 2003, in whole or in part, at specified redemption prices, which decline over the remaining term of the Notes. If a change in control of the Company occurs, the holders of the Notes will have the right to demand that the Company redeem the Notes at a purchase price equal to 101% of the principal amount of the Notes plus accrued interest. The Notes contain many of the same restrictive covenants included in the Senior Credit Facility. The Company was in compliance with all financial covenants of the Notes as of September 30, 2002.

        On June 7, 2002, the Company issued $75 million of additional Notes at a premium of approximately $2 million. The proceeds of the additional Notes, net of fees and expenses of approximately $3 million, were used to repay $74 million of the borrowings outstanding under the Company's Senior Credit Facility ($33 million under the Tranche A Facility, $19.5 million under the Tranche B Facility, and $21.5 million under the Tranche C Facility).

Holdings PIK Notes—In connection with the Merger (see Note 1), Holdings issued $20 million of pay-in-kind notes due in fiscal 2009 ("Holdings PIK Notes" or "PIK Notes"). The PIK Notes are

F-15

unsecured obligations of Holdings, which has no significant assets or operations. Interest on the PIK Notes is accrued at an annual fixed rate of 12% and is payable semi-annually in the form of additional PIK Notes through December 2003. Thereafter, cash interest is payable semi-annually commencing in the year 2004. The PIK Notes are redeemable by Holdings prior to their maturity under certain circumstances and contain many of the same restrictive covenants included in the Notes and Senior Credit Facility. The Company was in compliance with all financial covenants of the PIK Notes as of September 30, 2002.

10. RETIREMENT PLANS

        The Company has two non-contributory defined benefit pension plans, which together cover certain union employees. The plans provide benefits of stated amounts for each year of service. The Company's funding policy is to contribute actuarially determined amounts allowable under Internal Revenue Service regulations. The plans' assets consist primarily of guaranteed investment contracts with an insurance company.

        Financial information for the defined benefit plans is provided below (in thousands):

		Years Ended September 30,
		2002			2001
Change in benefit obligation:
	Benefit obligation, beginning of year	$	5,394		$	5,034
	Service cost		82			82
	Interest cost		379			359
	Benefits paid		(271	)		(298	)
	Actuarial losses		392			217
	Benefit obligation, end of year	$	5,976		$	5,394

		2002			2001
Change in plan assets:
	Fair value of plan assets, beginning of year	$	4,422		$	3,846
	Actual return on plan assets		250			239
	Employer contribution		518			635
	Benefits paid		(271	)		(298	)
Fair value of plan assets, end of year		$	4,919		$	4,422

F-16

		2002			2001
Amounts recognized in the consolidated balance sheets at September 30 consist of:
	Intangible assets	$	390		$	311
	Accrued liabilities		(396	)		(551	)
	Other non-current liabilities		(661	)		(421	)
	Accumulated other comprehensive loss		1,181			880
	Net amount recognized	$	514		$	219

		2002		2001
Weighted-average assumptions as of September 30:
	Discount rate	6.5	%	7.0	%
	Expected return on plan assets	6.0	%	6.0	%

		Years Ended September 30,
		2002			2001			2000
Components of net periodic benefit cost:
	Service cost	$	82		$	82		$	87
	Interest cost		379			359			333
	Expected return on plan assets		(271	)		(236	)		(210	)
	Net amortization and deferral		91			83			71
	Net periodic pension cost	$	281		$	288		$	281

        The Company also sponsors certain defined contribution employee savings plans that cover substantially all of the Company's non-union employees. Under the plans, the Company contributes a percentage of employee compensation and matches a portion of employee contributions. The cost recognized for such contributions under these plans for the years ended September 30, was approximately $1.8 million, $1.0 million, and $1.2 million in fiscal 2002, 2001, and 2000, respectively.

11. OTHER NON-CURRENT LIABILITIES

        Other non-current liabilities consist of the following at September 30 (in thousands):

		2002			2001
Obligation under Honeywell license agreement (net of imputed interest of $557 in fiscal 2002 and $1,043 in 2001) (Note 2)		$	6,443		$	7,757
Accrued pension costs (Note 10)			661			421
Other			1,764			2,055
	Total		8,868			10,233
Current portion of Honeywell license agreement obligation			(2,600	)		(2,200	)
Other non-current liabilities		$	6,268		$	8,033

F-17

        The Honeywell license agreement obligation is non-interest bearing and is due as follows: $2.6 million in fiscal 2003 and $2.2 million in both fiscal 2004 and 2005. The obligation has been recorded at its present value using an imputed interest rate of 8%.

12. INCOME TAXES

        The provision for income taxes consists of the following for the years ended September 30 (in thousands):

	2002		2001			2000
Current	$	14,904	$	9,239		$	6,288
Deferred		1,433		186			1,545
Net operating loss carryforward—state and local income taxes		467		(39	)		139
Total	$	16,804	$	9,386		$	7,972

        The differences between the provision for income taxes at the federal statutory income tax rate and the tax provision shown in the consolidated statements of income for the years ended September 30 are as follows (in thousands):

	2002			2001			2000
Tax at statutory rate of 35%	$	16,601		$	8,310		$	6,563
State and local income taxes		1,910			650			700
Benefit from foreign sales		(934	)		(483	)		(363	)
Nondeductible goodwill amortization and interest expense		790			746			711
Research and development credits		(1,272	)
Other—net		(291	)		163			361
Provision for income taxes	$	16,804		$	9,386		$	7,972

F-18

        The components of the deferred tax assets at September 30 consist of the following (in thousands):

		2002			2001
CURRENT ASSET:
	Estimated losses on uncompleted contracts	$	3,304		$	3,991
	Inventory		1,928			1,844
	Employee benefits		1,589			1,723
	Sales returns and repairs		1,786			1,012
	Other accrued liabilities		1,352			1,179
Total		$	9,959		$	9,749
NON-CURRENT ASSET:
	Holdings PIK Notes interest	$	4,097		$	2,761
	Intangible assets		(579	)		1,910
	Retirement and other accrued obligations		1,098			870
	Property, plant and equipment		(2,388	)		(1,785	)
	Net operating loss carryforwards—state and local income taxes (expiring in fiscal 2022)		34			499
Total		$	2,262		$	4,255

        During the fiscal year ended September 30, 2002, the Company filed amended income tax returns for fiscal years 1997 through 2000 with the Internal Revenue Service ("IRS") requesting refunds totaling approximately $1.8 million for research and development tax credits that had not been claimed on previously filed tax returns for these years. Because these income tax returns are currently being audited by the IRS, the Company has not recorded potential tax refunds that could result from these credits.

13. CAPITAL STOCK, WARRANTS, AND OPTIONS

Common Stock—Authorized common stock of the Company consists of 900,000 shares of common stock (voting), par value $.01 per share and 100,000 shares of Class A (non-voting) common stock. The total number of shares of voting common stock outstanding at September 30, 2002 and 2001 was 119,789 and 119,814, respectively. No shares of Class A (non-voting) common stock were outstanding at September 30, 2002 and 2001. Common stock issued to management personnel is subject to certain agreements, which provide management shareholders the right (a "put") to require the Company to repurchase their shares of common stock under certain conditions at fair market value. Accordingly, the estimated put value of the outstanding shares of voting common stock held by management (1,127 and 1,152 shares at September 30, 2002 and 2001, respectively) has been classified as redeemable common stock in the accompanying consolidated balance sheets.

Common Stock Options—Holdings has granted options to purchase Common Stock to certain employees of TransDigm and Holdings. All outstanding options issued prior to the Recapitalization (See Note 1) are vested. Prior to May 31, 2001, the terms of any stock options issued subsequent to, or in connection with, the Recapitalization (the "New Options") vested upon the passage of time and/or upon Holdings' attainment of certain financial targets. On May 31, 2001, the New Options were

F-19

modified to provide for the vesting of an additional percentage of each optionee's New Options so that a total of 45% of each of the New Options outstanding at May 31, 2001 were vested effective September 30, 2001. Additionally, such May 31, 2001 modification provided that, subject to each optionee's continued employment with Holdings or TransDigm and, in the case of the Chairman of the Board of Holdings and TransDigm, continued service as Chairman of the Board of Holdings and TransDigm, the remaining 55% of the New Options were eligible to become exercisable upon the earlier of (1) the date which is seven years and nine months after such New Option was granted, or (2) a "change in control," if any, on or prior to September 30, 2003, pursuant to which certain investor return targets are satisfied.

        Effective July 8, 2002, the New Options were further modified so that, subject to each optionee's continued employment with TransDigm or Holdings and, in the case of the Chairman of the Board of Holdings and TransDigm, continued service as Chairman of the Board of Holdings and TransDigm, the remaining 55% of each optionee's New Options are eligible to become exercisable upon the earlier of (1) the date which is seven years and nine months after such New Option was granted, or (2) a "change in control", if any, on or prior to September 30, 2004, pursuant to which certain investor return targets are satisfied.

        New Options issued after May 31, 2001 vest as follows: 45% of each such New Option is eligible to become exercisable, subject to each optionee's continued employment with TransDigm or Holdings, on the first anniversary of the grant date of such New Option and the remaining 55% of each such New Option is eligible to become exercisable, subject to each optionee's continued employment with TransDigm or Holdings, upon the earlier of (1) the date which is seven years and nine months after such grant date, or (2) a "change in control," if any, on or prior to September 30, 2004, pursuant to which certain investor return targets are satisfied.

        None of the options to purchase Common Stock (including the New Options and the Rollover Options) are exercisable more than ten years after the date the options were granted.

        A summary of the status of the Company's stock option plans as of September 30, 2002, 2001, and 2000 and changes during the years then ended is presented below:

	2002				2001				2000
	Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
Outstanding at beginning of year	30,781		$	668	29,531		$	634	30,399		$	623
Granted	1,975			1,490	1,570			1,400	1,695			1,180
Exercised/cancelled	(1,050	)		1,307	(320	)		1,128	(2,563	)		864
Outstanding at end of year	31,706			698	30,781			668	29,531			634
Exercisable at end of year	21,475			481	21,428			477	16,516			300

F-20

        The following table summarizes information about stock options outstanding at September 30, 2002:

			Options Outstanding
Exercise Prices		Number Outstanding	Weighted- Average Remaining Contractual Life	Number Exercisable
$	100	7,002	1.2	7,002
	154	172	2.5	172
	200	1,245	3.5	1,245
	335	6,297	4.7	6,297
	1,040	12,850	6.6	5,784
	1,180	1,295	7.8	583
	1,400	870	8.7	392
	1,490	1,975	9.4	—
		31,706		21,475

        At September 30, 2002, 1,910 remaining options were available for award under the Company's stock option plans. In addition, 8,114 of the exercisable stock options at September 30, 2002, with exercise prices of $100 (2,992 options), $335 (3,097 options), and $1,040 (2,025 options), provide the holder a right under certain conditions, to require the Company to purchase, at fair value, 80% of the shares that can be acquired from the exercise of the options.

        The Company applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its stock option plans. No compensation cost has been recognized for the Company's stock option plans because the exercise price of the options issued equaled the fair value of the common stock on the grant date. Had compensation cost for the Company's stock option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method specified in Statement No. 123 of the Financial Accounting Standards Board ("FASB"), the Company's net income for the fiscal year ended September 30, 2002 would have been reduced by approximately $523,000; the Company's net income for the fiscal year ended September 30, 2001 would have been reduced by approximately $1,730,000; and the Company's net income for the fiscal year ended September 30, 2000 would have been reduced by $509,000.

        The weighted average fair value of options granted during the years ended September 30, 2002, 2001, and 2000 was $351, $411, and $399, respectively. The fair value of the options granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free interest rates ranging from 3.5% to 5.4%, expected life of approximately seven years, expected volatility and dividend yield of 0%.

F-21

Warrants to Purchase Common Stock—At September 30, 2002, warrants to purchase 1,381.87 shares of Holdings' common stock were issued and outstanding. The warrants were issued in connection with the acquisition of Champion Aviation (see Note 2) and were recorded at their estimated fair value at the date of issuance. The warrants are exercisable through May 2011 at an exercise price per share of $0.01.

Cumulative Redeemable Preferred Stock—The authorized preferred stock of Holdings consists of 75,000 shares of 16% cumulative redeemable preferred stock with a par value of $.01 per share. As of September 30, 2002, 17,496 shares of the preferred stock were issued and outstanding. The preferred stock has a stated liquidation preference of $1,000 per share. Dividends accrue and accumulate at 16% per annum, based on the liquidation preference amount, and are payable semi-annually in cash or delivery of additional shares of preferred stock. The recorded value of the preferred stock includes $0.9 million of accrued dividends that will be paid-in-kind and is net of remaining, unamortized original issuance discount and issuance costs of $2.3 million. The preferred stock, including all accumulated and unpaid dividends, is also subject to mandatory redemption in 2010. Prior to the date of mandatory redemption, under certain circumstances (including a change in control), the preferred stock is subject to optional redemption. The terms of the preferred stock require the Company to comply with certain covenants, including covenants that limit (1) acquisition indebtedness, (2) restricted payments, (3) distributions by subsidiaries, (4) transactions with affiliates, (5) dividend and other payment restrictions and (6) mergers or consolidations.

14. LEASES

        The Company leases office space for its corporate headquarters and two of its divisions. The Company also leases a manufacturing facility. The office space lease requires rental payments of approximately $200,000 per year through 2004. TransDigm may also be required to share in the operating costs of the facility under certain conditions. The facility lease requires annual rental payments ranging from $540,000 to $780,000 through December 2012. TransDigm also has commitments under operating leases for vehicles and equipment. Rental expense was $1,257,000 in 2002, $1,106,000 in 2001, and $978,000 in 2000. Future, minimum rental commitments at September 30, 2002 under operating leases having initial or remaining non-cancelable lease terms exceeding one year are $1,336,000 in 2003, $1,283,000 in 2004, $1,178,000 in 2005, $990,000 in 2006, $707,000 in 2007, and $3,837,000 thereafter.

15. FAIR VALUE OF FINANCIAL INSTRUMENTS

        The Company has various financial instruments, including cash and cash equivalents, accounts receivable and payable, accrued liabilities and long-term debt. The carrying value of the Company's cash and cash equivalents, accounts receivable and payable, and accrued liabilities approximates their fair value due to the short-term maturities of these assets and liabilities. The Company also believes that the aggregate fair value of its term loans approximates its carrying amount because the interest rates on the debt are reset on a frequent basis to reflect current market rates. The fair value of the Company's Senior Subordinated Notes approximated $205 million at September 30, 2002 based upon quoted market prices. A determination of the fair value of the Holdings PIK Notes and cumulative redeemable preferred stock is not considered practicable because they are not publicly traded.

F-22

16. CONTINGENCIES

Environmental—The Company has been addressing contaminated soil and groundwater beneath its facility in Waco, Texas. Although there can be no assurance that material expenditures will not be required in the future to address currently unidentified contamination or to satisfy further requirements of the Texas Commission on Environmental Quality ("TCEQ"), the Company believes, based upon information currently available, that the current soil and groundwater remediation at the Waco facility will not require the incurrence of material expenditures in excess of the escrow fund created in August 1997.

        In connection with the Company's acquisition of Marathon, a $2 million escrow was created to cover the cost of remediation that TCEQ might require at the facility. During September 1998, the former owner of Marathon filed a lawsuit against the Company to release the environmental escrow alleging that the Company had violated the requirements of the stock purchase agreement relating to the investigation of the presence of certain contaminants at the Waco, Texas facility. The Company has filed counter claims against the seller and cannot presently determine the ultimate outcome of this matter. Current estimates indicate the $2.0 million escrow is adequate to cover any costs that may be required to meet TCEQ requirements.

Put Options—During fiscal 2002, a put option ("put") became exercisable enabling the holder to require the Company to purchase up to 80% of his Common Stock (including shares acquired through the exercise of stock options and held at least six months) at fair value, subject to certain restrictions under the Company's long-term debt agreements and his continued service as Chairman of the Board of Holdings and TransDigm. As of September 30, 2002, there were no outstanding shares of Common Stock subject to the put; however, 8,114 shares of Common Stock that can be acquired under exercisable stock options at September 30, 2002 are subject to the put. The estimated fair value of the 6,491 shares that the Chairman of the Board could require Holdings to purchase, net of the exercise price of the related stock options, totaled approximately $15.0 million at September 30, 2002. An additional 2,475 shares of Common Stock that are issuable in the future if certain stock options become exercisable upon the occurrence of certain events (change in control, achievement of certain earnings targets, etc.) or certain specified dates in the option agreements are also subject to the put. The estimated fair value of 80% of the additional 2,475 shares, net of the exercise price of the related stock options, totaled approximately $3.0 million at September 30, 2002. Also, the Chairman of the Board and other members of management hold put rights that may become exercisable in the future with respect to other shares of common stock, including shares of common stock subject to options.

Other—During the ordinary course of business, the Company is from time to time threatened with, or may become a party to, legal actions and other proceedings. While the Company is currently involved in some legal proceedings, it believes the results of these proceedings will not have a material adverse effect on its financial condition, results of operations, or cash flows. The Company believes that its potential exposure to such legal actions is adequately covered by its aviation product and general liability insurance.

F-23

17. QUARTERLY FINANCIAL DATA (UNAUDITED)

		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
		(In Thousands)
Fiscal year ended September 30, 2002
	Net sales	$	57,725	$	59,888	$	63,045	$	68,144
	Gross profit		26,027		27,438		30,594		30,168
	Net income		5,703		6,586		8,575		9,765
Fiscal year ended September 30, 2001
	Net sales	$	35,780	$	42,084	$	54,201	$	68,708
	Gross profit		15,787		19,257		21,088		26,116
	Net income		1,986		3,929		3,582		4,861

18. NEW ACCOUNTING STANDARDS

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets which became effective for the Company on October 1, 2002. Under the provisions of SFAS No. 142 amortization of goodwill ceased effective October 1, 2002. The adoption of this statement will result in the elimination of approximately $5 million of annual goodwill amortization expense beginning in fiscal 2003. Goodwill amortization will be replaced with the requirement to test goodwill at least annually for impairment. The initial impairment test must be completed within six months of adoption of the new standard. The Company has not determined the impact, if any, that the impairment test will have on its consolidated financial position or results of operations.

        In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. This statement requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. The amount recorded as a liability will be capitalized by increasing the carrying amount of the related long-lived asset. Subsequent to initial measurement, the liability is accreted to the ultimate amount anticipated to be paid and is also adjusted for revisions to the timing of the amount of estimated cash flows. The capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The provisions of this statement became effective for the Company's fiscal year ending September 30, 2003. The Company has not determined the impact, if any, that this statement will have on its consolidated financial position or results of operations.

        In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or Disposals of Long-Lived Assets. This statement specifies the accounting model to be used for long-lived assets to be disposed of by sale (whether previously held and used or newly acquired) and by broadening the presentation of discontinued operations to include more disposal transactions. The provisions of this statement became effective for the Company's fiscal year ending September 30, 2003. The Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", which changes the accounting for costs such as lease termination costs and certain

F-24

employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity initiated after December 31, 2002. The statement requires companies to recognize the fair value of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The Company anticipates that the adoption of this statement will not have a material effect on its financial position or results of operations.

19. SUPPLEMENTAL GUARANTOR INFORMATION

        TransDigm's Senior Subordinated Notes, including the additional notes issued on June 7, 2002 (see Note 9), are unconditionally guaranteed by Holdings and all direct and indirect subsidiaries of TransDigm (other than one wholly-owned, foreign subsidiary that has inconsequential assets, liabilities and equity) on a senior subordinated basis. The Holdings guarantee of the Senior Subordinated Notes is subordinated to Holdings' obligations under the Holdings PIK Notes, as well as the Holdings' guarantee of TransDigm's borrowings under its Senior Credit Facility. The following supplemental consolidating condensed financial information presents the balance sheets of the Company as of September 30, 2002 and 2001 and its statements of income and cash flows for the years ended September 30, 2002, 2001 and 2000.

F-25

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2002

(in thousands)

			Holdings			TransDigm		Subsidiary Guarantors			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents					$	50,866	$	(1,660	)				$	49,206
	Accounts receivable, net						13,636		23,705						37,341
	Inventories						20,131		31,298						51,429
	Deferred income taxes						9,959								9,959
	Prepaid expenses and other						299		416						715
		Total current assets					94,891		53,759						148,650
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES			$	(144,430	)		377,723		(123,047	)	$	(110,246	)
PROPERTY, PLANT AND EQUIPMENT—Net							9,568		29,624						39,192
INTANGIBLE ASSETS—Net							22,665		177,358						200,023
DEBT ISSUE COSTS—Net				209			11,413								11,622
DEFERRED INCOME TAXES AND OTHER							2,739								2,739
TOTAL ASSETS			$	(144,221	)	$	518,999	$	137,694		$	(110,246	)	$	402,226
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
	Current portion of long-term liabilities					$	7,084							$	7,084
	Accounts payable						5,551	$	6,284						11,835
	Accrued liabilities						17,413		13,283						30,696
		Total current liabilities					30,048		19,567						49,615
LONG-TERM DEBT—Less current portion			$	31,256			373,212								404,468
OTHER NON-CURRENT LIABILITIES							4,981		1,287						6,268
		Total liabilities		31,256			408,241		20,854						460,351
CUMULATIVE REDEEMABLE PREFERRED STOCK				16,124											16,124
REDEEMABLE COMMON STOCK				2,907											2,907
STOCKHOLDERS' EQUITY (DEFICIENCY)				(194,508	)		110,758		116,840		$	(110,246	)		(77,156	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)			$	(144,221	)	$	518,999	$	137,694		$	(110,246	)	$	402,226

F-26

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2001

(in thousands)

			Holdings			TransDigm		Subsidiary Guarantors			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents					$	12,294	$	(1,073	)				$	11,221
	Accounts receivable—net						17,481		22,734						40,215
	Inventories						19,353		28,519						47,872
	Deferred income taxes						9,749								9,749
	Prepaid expenses and other						132		315						447
		Total current assets					59,009		50,495						109,504
INVESTMENTS IN SUBSIDIARIES AND INTERCOMPANY BALANCES			$	(144,774	)		395,987		(141,163	)	$	(110,050	)
PROPERTY, PLANT AND EQUIPMENT—Net							10,954		31,141						42,095
INTANGIBLE ASSETS—Net							19,384		184,474						203,858
DEBT ISSUE COSTS—Net				255			12,239								12,494
DEFERRED INCOME TAXES AND OTHER							4,947								4,947
TOTAL ASSETS			$	(144,519	)	$	502,520	$	124,947		$	(110,050	)	$	372,898
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
	Current portion of long-term liabilities					$	15,822							$	15,822
	Accounts payable						4,909	$	4,272						9,181
	Accrued liabilities						17,836		10,993						28,829
		Total current liabilities					38,567		15,265						53,832
LONG-TERM DEBT—Less current portion			$	27,597			371,990								399,587
OTHER NON-CURRENT LIABILITIES							6,671		1,362						8,033
		Total liabilities		27,597			417,228		16,627						461,452
CUMULATIVE REDEEMABLE PREFERRED STOCK				13,222											13,222
REDEEMABLE COMMON STOCK				1,612											1,612
STOCKHOLDERS' EQUITY (DEFICIENCY)				(186,950	)		85,292		108,320		$	(110,050	)		(103,388	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)			$	(144,519	)	$	502,520	$	124,947		$	(110,050	)	$	372,898

F-27

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2002

(in thousands)

			Holdings			TransDigm		Subsidiary Guarantors		Eliminations		Total Consolidated
NET SALES						$	115,367	$	133,435			$	248,802
COST OF SALES							55,108		79,467				134,575
GROSS PROFIT							60,259		53,968				114,227
OPERATING EXPENSES:
	Selling and administrative						12,823		9,082				21,905
	Amortization of intangibles						1,137		5,157				6,294
	Research and development						1,616		441				2,057
		Total operating expenses					15,576		14,680				30,256
INCOME FROM OPERATIONS							44,683		39,288				83,971
INTEREST EXPENSE—Net			$	3,706			23,291		9,541				36,538
INCOME (LOSS) BEFORE INCOME TAXES				(3,706	)		21,392		29,747				47,433
INCOME TAX PROVISION (BENEFIT)				(1,313	)		7,578		10,539				16,804
NET INCOME (LOSS)			$	(2,393	)	$	13,814	$	19,208	$	—	$	30,629

F-28

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2001
(in thousands)

			Holdings			TransDigm		Subsidiary Guarantors		Eliminations		Total Consolidated
NET SALES						$	108,650	$	92,123			$	200,773
COST OF SALES							61,554		56,971				118,525
GROSS PROFIT							47,096		35,152				82,248
OPERATING EXPENSES:
	Selling and administrative						14,867		5,802				20,669
	Amortization of intangibles						480		2,486				2,966
	Research and development						1,983		960				2,943
		Total operating expenses					17,330		9,248				26,578
INCOME FROM OPERATIONS							29,766		25,904				55,670
INTEREST EXPENSE—Net			$	2,988			24,656		4,282				31,926
INCOME (LOSS) BEFORE INCOME TAXES				(2,988	)		5,110		21,622				23,744
INCOME TAX PROVISION (BENEFIT)				(1,181	)		2,020		8,547				9,386
NET INCOME (LOSS)			$	(1,807	)	$	3,090	$	13,075	$	—	$	14,358

F-29

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED SEPTEMBER 30, 2000

(in thousands)

			Holdings			TransDigm		Subsidiary Guarantors			Eliminations		Total Consolidated
NET SALES						$	88,824	$	61,633				$	150,457
COST OF SALES							46,125		36,068					82,193
GROSS PROFIT							42,699		25,565					68,264
OPERATING EXPENSES:
	Selling and administrative						12,120		4,679					16,799
	Amortization of intangibles						450		1,393					1,843
	Research and development						1,550		758					2,308
		Total operating expenses					14,120		6,830					20,950
INCOME FROM OPERATIONS							28,579		18,735					47,314
INTEREST EXPENSE—Net			$	2,670			25,925		(32	)				28,563
INCOME (LOSS) BEFORE INCOME TAXES				(2,670	)		2,654		18,767					18,751
INCOME TAX PROVISION (BENEFIT)				(1,135	)		1,131		7,976					7,972
NET INCOME (LOSS)			$	(1,535	)	$	1,523	$	10,791		$	—	$	10,779

F-30

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2002

(in thousands)

		Holdings			TransDigm			Subsidiary Guarantors			Eliminations		Total Consolidated
OPERATING ACTIVITIES:
	Net income (loss)	$	(2,393	)	$	13,814		$	19,208				$	30,629
	Adjustments to reconcile net income (loss) to net cash provided by operating activities		3,766			12,259			7,998					24,023
	Net cash provided by operating activities		1,373			26,073			27,206					54,652
INVESTING ACTIVITIES:
	Capital expenditures					(1,719	)		(2,097	)				(3,816	)
	Other					(1,623	)							(1,623	)
	Net cash used in investing activities					(3,342	)		(2,097	)				(5,439	)
FINANCING ACTIVITIES:
	Changes in intercompany activities		(1,336	)		27,032			(25,696	)				—
	Proceeds from senior subordinated notes					73,629								73,629
	Repayment of term loans					(84,820	)							(84,820	)
	Purchase of capital stock		(37	)										(37	)
	Net cash provided by (used in) financing activities		(1,373	)		15,841			(25,696	)				(11,228	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						38,572			(587	)				37,985
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						12,294			(1,073	)				11,221
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	—		$	50,866		$	(1,660	)	$	—	$	49,206

F-31

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2001

(in thousands)

		Holdings			TransDigm			Subsidiary Guarantors			Eliminations		Total Consolidated
OPERATING ACTIVITIES:
	Net income (loss)	$	(1,807	)	$	3,090		$	13,075				$	14,358
	Adjustments to reconcile net income (loss) to net cash provided by operating activities		2,988			5,869			(454	)				8,403
	Net cash provided by operating activities		1,181			8,959			12,621					22,761
INVESTING ACTIVITIES:
	Capital expenditures					(919	)		(3,567	)				(4,486	)
	Business acquisitions					(169,102	)							(169,102	)
	Net cash used in investing activities					(170,021	)		(3,567	)				(173,588	)
FINANCING ACTIVITIES:
	Changes in intercompany activities		(15,309	)		25,191			(9,882	)				—
	Borrowings under credit facility					157,560								157,560
	Proceeds from issuance of cumulative redeemable preferred stock and warrants		14,267											14,267
	Repayment of amounts borrowed under credit facility					(13,949	)							(13,949	)
	Purchase of common stock, including redeemable common stock		(139	)										(139	)
	Net cash provided by (used in) financing activities		(1,181	)		168,802			(9,882	)				157,739
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						7,740			(828	)				6,912
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						4,554			(245	)				4,309
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	—		$	12,294		$	(1,073	)	$	—	$	11,221

F-32

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30, 2000

(in thousands)

		Holdings			TransDigm			Subsidiary Guarantors			Eliminations		Total Consolidated
OPERATING ACTIVITIES:
	Net income (loss)	$	(1,535	)	$	1,523		$	10,791				$	10,779
	Adjustments to reconcile net income (loss) to net cash provided by operating activities		2,670			3,431			(575	)				5,526
	Net cash provided by operating activities		1,135			4,954			10,216					16,305
INVESTING ACTIVITIES:
	Capital expenditures					(1,781	)		(2,587	)				(4,368	)
	Business acquisitions					(752	)							(752	)
	Net cash used in investing activities					(2,533	)		(2,587	)				(5,120	)
FINANCING ACTIVITIES:
	Changes in intercompany activities		875			7,510			(8,385	)				—
	Proceeds from exercise of stock options		295											295
	Repayment of amounts borrowed under credit facility					(7,595	)							(7,595	)
	Purchase of common stock, including redeemable common stock		(2,305	)										(2,305	)
	Net cash used in financing activities		(1,135	)		(85	)		(8,385	)				(9,605	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						2,336			(756	)				1,580
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						2,218			511					2,729
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	—		$	4,554		$	(245	)	$	—	$	4,309

20. SUBSEQUENT EVENTS

Acquisition—On February 24, 2003, Marathon acquired certain assets and assumed certain liabilities of the Norco, Inc. ("Norco") business from TransTechnology Corporation ("TransTechnology") for $51.0 million in cash, subject to adjustment based on a final determination of the level of working capital acquired in conjunction with the acquisition. In addition, the Company was required to pay approximately $1.0 million of asset transfer tax payments in accordance with the agreement. Norco is leading aerospace component manufacturer of proprietary engine hold open mechanisms and specialty connecting devices. Norco's proprietary aerospace components, significant aftermarket content and strong niche market position fit well into the Company's overall business and strategic direction. As a result of the acquisition, Marathon expects to reduce costs through the relocation of the Norco manufacturing process into its existing Waco, Texas facility.

F-33

        The initial purchase price consideration of $51.0 million in cash, $1.0 million asset transfer tax payments and $1.0 million of costs associated with the acquisition were funded through the use of $28.2 million of the Company's existing cash balances and $24.8 million (net of fees of $0.2 million) of new borrowings added to the Company's Tranche C Facility maturing in May 2007 under its existing Senior Credit Facility. During August 2003, TransTechnology refunded approximately $1.1 million of the purchase price to the Company in settlement of the purchase price adjustment provisions of the purchase agreement.

Merger—On July 22, 2003, Holdings consummated a merger with TD Acquisition Corporation ("TD Acquisition") pursuant to which TD Acquisition merged with and into Holdings, with Holdings continuing as the surviving corporation as a wholly-owned subsidiary of a newly formed corporation, TD Holding Corporation (the "Merger"). In connection with the Merger, TransDigm completed a tender offer for its outstanding 10³/8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"). Of the $200 million aggregate principal amount of outstanding Senior Subordinated Notes, a total of approximately $197.8 million aggregate principal amount of Senior Subordinated Notes were validly tendered and the remaining $2.2 million aggregate principal amount of Senior Subordinated Notes were defeased pursuant to the terms of the indenture governing the Senior Subordinated Notes. In addition, as a result of the consummation of the Merger, the outstanding balance under TransDigm's existing Senior Credit Facility became due. The cash merger consideration of $759.7 million paid to Holdings' common and preferred stockholders, holders of in-the-money stock options and holder of warrants to purchase Holdings' common stock (including merger related expenses of approximately $29.1 million borne by the existing stockholders of Holdings and excluding the $35.7 million fair value of stock options rolled over in connection with the Merger), acquisition fees and expenses of approximately $34.8 million and the repayment of substantially all of the Company's existing debt in connection with the consummation of the Merger was financed through: (1) an investment of approximately $471.3 million in TD Holding Corporation by Warburg Pincus Private Equity VIII, L.P. and certain other institutional investors which was contributed as equity to TD Acquisition which merged with and into Holdings, (2) $295.0 million of borrowings under a new term loan facility, (3) $400.0 million of proceeds from the issuance of new 8³/8% Senior Subordinated Notes due 2011 (the "8³/8% Senior Subordinated Notes") and (4) the use of existing cash balances.

        The new 8³/8% Senior Subordinated Notes are guaranteed, on a senior subordinated basis, by Holdings and each domestic restricted subsidiary of TransDigm.

        Management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003, consisting primarily of compensation costs for stock options which were cancelled in conjunction with the Merger, the write-off of deferred debt issue costs and professional, advisory and financing fees incurred by Holdings in connection with the Merger.

F-34

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)
(Unaudited)

			June 28, 2003			September 30, 2002
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	21,035		$	49,206
	Accounts receivable, net			40,217			37,341
	Inventories, net (Note 5)			60,102			51,429
	Deferred income taxes			9,959			9,959
	Prepaid expenses and other			1,114			715
		Total current assets		132,427			148,650
PROPERTY, PLANT AND EQUIPMENT—Net				39,591			39,192
GOODWILL—Net				203,274			158,453
OTHER INTANGIBLE ASSETS—Net				41,407			41,570
DEBT ISSUE COSTS—Net				9,603			11,622
DEFERRED INCOME TAXES AND OTHER				514			2,739
TOTAL ASSETS			$	426,816		$	402,226
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
	Current portion of long-term liabilities		$	12,883		$	7,084
	Accounts payable			11,109			11,835
	Accrued liabilities			26,436			30,696
		Total current liabilities		50,428			49,615
LONG-TERM DEBT—Less current portion				388,481			404,468
DEFERRED INCOME TAXES				1,838			—
OTHER NON-CURRENT LIABILITIES				4,365			6,268
		Total liabilities		445,112			460,351
CUMULATIVE REDEEMABLE PREFERRED STOCK				18,583			16,124
REDEEMABLE COMMON STOCK				5,650			2,907
STOCKHOLDERS' DEFICIENCY:
	Common stock			102,080			102,080
	Warrants			1,934			1,934
	Retained deficit			(145,849	)		(180,506	)
	Accumulated other comprehensive loss			(694	)		(664	)
		Total stockholders' deficiency		(42,529	)		(77,156	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY			$	426,816		$	402,226

F-35

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands of Dollars)
(Unaudited)

			Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
			June 28, 2003		June 29, 2002		June 28, 2003		June 29, 2002
NET SALES			$	75,751	$	63,045	$	225,172	$	180,658
COST OF SALES (Including charges of $652 and $684 for the thirteen and thirty-nine week periods ended June 28, 2003, respectively, due to inventory purchase accounting adjustments) (Note 4)				39,249		32,451		117,435		96,599
GROSS PROFIT				36,502		30,594		107,737		84,059
OPERATING EXPENSES:
	Selling and administrative			5,978		5,050		16,243		15,525
	Amortization of intangibles			288		1,758		859		4,925
	Research and development			771		657		2,193		2,029
		Total operating expenses		7,037		7,465		19,295		22,479
INCOME FROM OPERATIONS				29,465		23,129		88,442		61,580
INTEREST EXPENSE—Net				8,181		10,315		26,163		27,200
INCOME BEFORE INCOME TAXES				21,284		12,814		62,279		34,380
INCOME TAX PROVISON				7,211		4,239		22,420		13,516
NET INCOME			$	14,073	$	8,575	$	39,859	$	20,864

See notes to condensed consolidated financial statements.

F-36

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' DEFICIENCY

(In Thousands of Dollars)
(Unaudited)

			Common Stock		Warrants		Retained Deficit			Accumulated Other Comprehensive Loss			Total
BALANCE, OCTOBER 1, 2002			$	102,080	$	1,934	$	(180,506	)	$	(664	)	$	(77,156	)
Comprehensive income:
	Net income			—		—		39,859			—			39,859
	Other comprehensive loss			—		—		—			(30	)		(30	)
		Comprehensive income												39,829
Cumulative redeemable preferred stock:
	Dividends accrued			—		—		(2,250	)		—			(2,250	)
	Accretion for original issue discount			—		—		(209	)		—			(209	)
Adjustment of redeemable common stock				—		—		(2,743	)		—			(2,743	)
BALANCE, JUNE 28, 2003			$	102,080	$	1,934	$	(145,849	)	$	(694	)	$	(42,529	)

See notes to condensed consolidated financial statements.

F-37

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)
(Unaudited)

				Thirty-Nine Week Periods Ended
				June 28, 2003			June 29, 2002
OPERATING ACTIVITIES:
	Net income			$	39,859		$	20,864
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			4,973			5,189
		Amortization of intangibles			859			4,925
		Amortization/write-off of debt issue costs and note premium			1,897			3,615
		Interest deferral on Holdings PIK Notes			1,546			2,469
		Changes in assets/liabilities, net of effects from acquisition of business (Note 4):
			Accounts receivable		(1,027	)		4,774
			Inventories		(2,502	)		(2,329	)
			Prepaid expenses and other assets		1,376			(1,088	)
			Accounts payable		(1,545	)		(604	)
			Accrued and other liabilities		(2,749	)		(1,901	)
		Net cash provided by operating activities			42,687			35,914
INVESTING ACTIVITIES:
	Acquisition of Norco net assets (Note 4)				(53,025	)		—
	Capital expenditures				(3,930	)		(2,140	)
		Net cash used in investing activities			(56,955	)		(2,140	)
FINANCING ACTIVITIES:
	Borrowings under credit facility, net of fees of $200				24,800			—
	Proceeds from issuance of senior subordinated notes, net of fees of $3,068				—			73,938
	Repayment of Holdings PIK Notes				(32,802	)		—
	Repayment of amounts borrowed under credit facility				(3,301	)		(84,079	)
	Payment of Honeywell license obligation				(2,600	)		(1,800	)
	Purchase of redeemable common stock				—			(37	)
		Net cash used in financing activities			(13,903	)		(11,978	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS					(28,171	)		21,796
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD					49,206			11,221
CASH AND CASH EQUIVALENTS, END OF PERIOD				$	21,035		$	33,017
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the period for interest			$	27,978		$	24,746
	Cash paid during the period for income taxes			$	16,792		$	12,657

See notes to condensed consolidated financial statements

F-38

TRANSDIGM HOLDING COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THIRTEEN AND THIRTY-NINE WEEKS ENDED JUNE 28, 2003 AND JUNE 29, 2002

(UNAUDITED)

1.    DESCRIPTION OF THE BUSINESS AND MERGER

Description of the Business—TransDigm Holding Company ("Holdings"), through its wholly owned operating subsidiary, TransDigm Inc. ("TransDigm"), is a premier supplier of engineered power system and airframe components servicing predominantly the aerospace industry. TransDigm, which includes the AeroControlex and AdelWiggins Groups, along with its wholly-owned subsidiaries, Champion Aerospace Inc. ("Champion"), Marathon Power Technologies Company ("Marathon"), ZMP, Inc. ("ZMP"), and Adams Rite Aerospace, Inc. ("Adams Rite") (collectively, and together with Holdings, the "Company") offers a broad line of proprietary aerospace components. Major product offerings in the Power System Components category include ignition system components, fuel and lube pumps, mechanical controls and actuators, batteries and chargers, engine hold open mechanisms and specialty connecting devices. Major product offerings in the Airframe System Components category include engineered connectors, engineered latches, and lavatory hardware and components.

Merger—On July 22, 2003, Holdings consummated a merger with TD Acquisition Corporation ("TD Acquisition") pursuant to which TD Acquisition merged with and into Holdings, with Holdings continuing as the surviving corporation as a wholly-owned subsidiary of a newly formed corporation, TD Holding Corporation (the "Merger"). In connection with the Merger, TransDigm completed a tender offer for its outstanding 10³/8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"). Of the $200 million aggregate principal amount of outstanding Senior Subordinated Notes, a total of approximately $197.8 million aggregate principal amount of Senior Subordinated Notes were validly tendered and the remaining $2.2 million aggregate principal amount of Senior Subordinated Notes were defeased pursuant to the terms of the indenture governing the Senior Subordinated Notes. In addition, as a result of the consummation of the Merger, the outstanding balance under TransDigm's existing Senior Credit Facility became due. The cash merger consideration of $759.3 million paid to Holdings' common and preferred stockholders, holders of in-the-money stock options and holder of warrants to purchase Holdings' common stock (including merger related expenses of approximately $29.1 million borne by the existing stockholders of Holdings and excluding the $35.7 million fair value of stock options rolled over in connection with the Merger), acquisition fees and expenses of approximately $33.7 million and the repayment of substantially all of the Company's existing debt in connection with the consummation of the Merger was financed through: (1) an investment of approximately $471.3 million in TD Holding Corporation by Warburg Pincus Private Equity VIII, L.P. and certain other institutional investors which was contributed as equity to TD Acquisition which merged with and into Holdings, (2) $295.0 million of borrowings under a new term loan facility, (3) $400.0 million of proceeds from the issuance of new 8³/8% Senior Subordinated Notes due 2011 (the "8³/8% Senior Subordinated Notes") and (4) the use of existing cash balances.

        The new 8³/8% Senior Subordinated Notes are guaranteed, on a senior subordinated basis, by Holdings and each domestic restricted subsidiary of TransDigm.

        Management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003, consisting primarily of compensation costs for stock options which were cancelled in conjunction with the Merger, the write-off of deferred debt issue costs and professional, advisory and financing fees incurred by Holdings in connection with the Merger.

F-39

2.    UNAUDITED INTERIM FINANCIAL INFORMATION

        The financial information included herein is unaudited; however, the information reflects all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company's financial position and results of operations and cash flows for the interim periods presented. These financial statements and notes should be read in conjunction with the financial statements and related notes included in the Company's Annual Report on Form 10-K for the year ended September 30, 2002. The September 30, 2002 condensed consolidated balance sheet was derived from the Company's audited financial statements. The results of operations for the thirteen and thirty-nine week periods ended June 28, 2003 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made to the fiscal 2002 financial statements to conform to the classifications used in fiscal 2003.

3.    NEW ACCOUNTING STANDARDS

        In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), which became effective for the Company on October 1, 2002. Under the provisions of SFAS 142, amortization of goodwill and certain other intangible assets ceased effective October 1, 2002. As a result of adopting this statement, goodwill amortization expense (approximately $5 million in fiscal 2002) is not recognized for fiscal 2003 and future periods. Goodwill amortization was replaced with the requirement to test goodwill for impairment upon adoption of SFAS 142 and at least annually thereafter. The Company's initial impairment test as of October 1, 2002 had no effect on its consolidated financial position or results of operations. The Company's annual impairment test will be performed as of its fiscal year end.

        A reconciliation of net income reported by the Company for the thirteen and thirty-nine week periods ended June 28, 2003 and June 29, 2002 to the net income which would have been reported had the provisions of SFAS 142 been applied at the beginning of the periods is as follows (in thousands):

	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	June 28, 2003		June 29, 2002		June 28, 2003		June 29, 2002
Reported net income	$	14,073	$	8,575	$	39,859	$	20,864
Add back goodwill amortization (net of income taxes)		—		883		—		2,700
Adjusted net income	$	14,073	$	9,458	$	39,859	$	23,564

        In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which changes the accounting for costs such as lease termination costs and certain employee severance costs that are associated with a restructuring, discontinued operation, plant closing, or other exit or disposal activity initiated after December 31, 2002. This statement requires companies to recognize the fair value of costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The adoption of this statement had no effect on the Company's consolidated financial position or results of operations.

F-40

        In December 2002, the FASB issued Interpretation ("FIN") No. 45, Guarantor's Accounting and Disclosure Requirements ("FIN 45"), which requires the disclosure of any guarantees in place prior to December 31, 2002 and the recognition of a liability for the fair value of any guarantees entered into or modified after that date. The adoption of this statement had no effect on the Company's consolidated financial position or results of operations.

        In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure ("SFAS 148"), an amendment of SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). SFAS 148 amends SFAS 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

        The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its stock option plans. No compensation cost has been recognized for the Company's stock option plans because the exercise price of the options issued equaled the fair value of the common stock on the grant dates. Had compensation cost for the Company's stock option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method specified in SFAS 123, the Company's reported net income would have been reduced. Information concerning reported and pro forma stock-based employee compensation costs and net income is provided below (in thousands) to illustrate the difference between accounting for the stock option plans under APB 25 and SFAS 123.

	Thirteen Week Periods Ended				Thirty-Nine Week Periods Ended
	June 28, 2003		June 29, 2002		June 28, 2003		June 29, 2002
Net income reported	$	14,073	$	8,575	$	39,859	$	20,864
Stock-based employee compensation cost (net of income taxes) if fair value based method had been used		146		131		437		392
Pro forma net income as if the fair value based method had been used	$	13,927	$	8,444	$	39,422	$	20,472

        During January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities ("FIN 46"), which requires existing, unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among the parties involved. Variable interest entities are defined as having one or both of the following characteristics:

•

The equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties.



•

The equity investors lack one or more of the essential characteristics of a controlling financial interest.

F-41

        The Company has determined that it is not reasonably possible that it will be required to consolidate or disclose information about a variable interest entity upon implementation of FIN 46 in the fourth quarter of fiscal 2003.

        During May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The statement will be effective for the Company's fourth quarter of fiscal 2003 and requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The Company has not determined the impact, if any, that this statement will have on its consolidated financial position or results of operations.

4.    ACQUISITION

        On February 24, 2003, Marathon acquired certain assets and assumed certain liabilities of the Norco, Inc. ("Norco") business from TransTechnology Corporation ("TransTechnology") for $51.0 million in cash subject to adjustment based on a final determination of working capital as of the closing of the acquisition. In addition, the Company was required to pay approximately $1.0 million of asset transfer tax payments in accordance with the agreement. Norco is a leading aerospace component manufacturer of proprietary engine hold open mechanisms and specialty connecting devices. Norco's proprietary aerospace components, significant aftermarket content and large share of niche markets are consistent with the Company's overall business and strategic direction. As a result of the acquisition, Marathon expects to reduce the combined costs through the relocation of the Norco manufacturing process into its existing Waco, Texas facility.

        The purchase price consideration of $51.0 million in cash, $1.0 million asset transfer tax payments and $1.0 million of costs associated with the acquisition were funded through the use of $28.2 million of the Company's existing cash balances and $24.8 million (net of fees of $0.2 million) of new borrowings added to the Company's Tranche C Facility maturing in May 2007 under its existing Senior Credit Facility. All amounts outstanding under the Company's existing Senior Credit Facility were repaid in connection with the consummation of the Merger in July 2003 (see Note 1). In addition, during August 2003, TransTechnology refunded approximately $1.1 million of the purchase price to the Company in settlement of the purchase price adjustment provisions of the purchase agreement.

        The Company accounted for the acquisition as a purchase and included the results of operations of the acquired business in its consolidated financial statements from the effective date of the acquisition. The Company is in the process of obtaining third-party valuations of certain tangible and intangible assets; thus, the allocation of the purchase price is subject to refinement. The Company expects substantially all of the goodwill will be deductible for income tax purposes. The following table

F-42

summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition (in thousands):

		February 24, 2003
Current assets		$	8,079
Property, plant and equipment			1,442
Goodwill			44,866
Intangible assets			51
	Total assets acquired		54,438
Total liabilities assumed—Current liabilities			1,413
Net assets acquired		$	53,025

        The following table summarizes the unaudited, consolidated pro forma results of operations of the Company, as if the acquisition had occurred on the first day of the fiscal year (in thousands):

	Thirteen Week Period Ended		Thirty-Nine Week Periods Ended
	June 29, 2002		June 28, 2003		June 29, 2002
Net sales	$	69,026	$	232,672	$	199,078
Operating income		25,021		90,596		67,124
Net income		9,509		40,785		23,581

        This pro forma information is not necessarily indicative of the results that actually would have been obtained if the operations had been combined as of the beginning of the periods presented and is not intended to be a projection of future results.

5.    INVENTORIES

        Inventories are stated at the lower of cost or market. Cost of inventories is determined by the average cost and the first-in, first-out (FIFO) methods. Inventories, for the dates indicated, consist of the following (in thousands):

		June 28, 2003			September 30, 2002
Work-in-progress and finished goods		$	35,428		$	28,534
Raw materials and purchased component parts			32,000			30,010
	Total		67,428			58,544
Reserve for excess and obsolete inventory			(7,326	)		(7,115	)
Inventories—net		$	60,102		$	51,429

F-43

6.    PRODUCT WARRANTY

        The Company provides limited warranties in connection with the sale of its products. The warranty period for products sold varies among the Company's operations, but generally do not exceed one year. A provision for the estimated cost to repair or replace its products is recorded at the time of sale and periodically adjusted to reflect actual experience. The following table presents a reconciliation of changes in the product warranty liability for the thirty-nine week period ended June 28, 2003 (in thousands):

Liability balance at October 1, 2002	$	2,356
Accruals for warranties issued		1,367
Warranty claims settled		(966	)
Liability balance at June 28, 2003	$	2,757

7.    CONTINGENCIES

Environmental—The Company has been addressing contaminated soil and groundwater beneath its facility in Waco, Texas. Although there can be no assurance that material expenditures will not be required in the future to address currently unidentified contamination or to satisfy further requirements of the Texas Commission on Environmental Quality ("TCEQ"), the Company believes, based upon information currently available, that the current soil and groundwater remediation at the Waco facility will not require the incurrence of material expenditures in excess of the escrow fund created in August 1997.

        In connection with the Company's acquisition of Marathon, a $2 million escrow was created to cover the cost of remediation that TCEQ might require at the facility. During September 1998, the former owner of Marathon filed a lawsuit against the Company to release the environmental escrow alleging that the Company had violated the requirements of the stock purchase agreement relating to the investigation of the presence of certain contaminants at the Waco, Texas facility. The Company has filed counter claims against the seller and cannot presently determine the ultimate outcome of this matter. Current estimates indicate the $2 million escrow is adequate to cover any costs that may be required to meet TCEQ requirements.

Put Options—During fiscal 2002, a put option ("put") became exercisable enabling the holder to require the Company to purchase up to 80% of his Common Stock (including shares acquired through the exercise of stock options and held at least six months) at fair value. Also, as of June 28, 2003, the Chairman of the Board and other members of management held certain put rights with respect to other shares of common stock, including shares of common stock subject to options. All of the put options were either exercised or cancelled upon consummation of the Merger on July 22, 2003. See Note 1.

Other—During the ordinary course of business, the Company is from time to time threatened with, or may become a party to, legal actions and other proceedings. While the Company is currently involved in certain legal proceedings, it believes the results of these proceedings will not have a material adverse effect on its financial condition, results of operations or cash flows. The Company

F-44

believes that its potential exposure to such legal actions is adequately covered by its aviation product and general liability insurance.

8.    SUPPLEMENTAL GUARANTOR INFORMATION

        TransDigm's 8³/8% Senior Subordinated Notes issued in connection with the consummation of the Merger with TD Acquisition Corporation (see Note 1) are unconditionally guaranteed by Holdings and all direct and indirect subsidiaries of TransDigm (other than one wholly-owned, foreign subsidiary that has inconsequential assets, liabilities and equity) on a senior subordinated basis. The Holdings' guarantee of the 8³/8% Senior Subordinated Notes is subordinated to Holdings' guarantee of TransDigm's borrowings under its new Senior Credit Facility. The following supplemental consolidating condensed financial information presents the balance sheets of the Company as of June 28, 2003 and September 30, 2002 and its statements of income and cash flows for the thirty-nine week periods ended June 28, 2003 and June 29, 2002.

F-45

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF JUNE 28, 2003
(In Thousands of Dollars)

			Holdings			TransDigm		Subsidiary Guarantors			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	—		$	21,811	$	(776	)	$	—		$	21,035
	Accounts receivable, net			—			15,997		24,220			—			40,217
	Inventories, net			—			20,157		39,945			—			60,102
	Deferred income taxes			—			9,959		—			—			9,959
	Prepaid expenses and other			—			237		877			—			1,114
		Total current assets		—			68,161		64,266			—			132,427
INVESTMENT IN SUBSIDIARIES AND INTERCOMPANY BALANCES				(177,232	)		458,305		(117,809	)		(163,264	)		—
PROPERTY, PLANT AND EQUIPMENT—Net				—			9,642		29,949			—			39,591
GOODWILL—Net				—			11,072		192,202			—			203,274
OTHER INTANGIBLE ASSETS—Net				—			11,122		30,285			—			41,407
DEBT ISSUE COSTS—Net				—			9,603		—			—			9,603
DEFERRED INCOME TAXES AND OTHER				—			514		—			—			514
TOTAL ASSETS			$	(177,232	)	$	568,419	$	198,893		$	(163,264	)	$	426,816
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
	Current portion of long-term liabilities		$	—		$	12,883	$	—		$	—		$	12,883
	Accounts payable			—			4,629		6,480			—			11,109
	Accrued liabilities			—			17,996		8,440			—			26,436
		Total current liabilities		—			35,508		14,920			—			50,428
LONG-TERM DEBT — Less current portion				—			388,481		—			—			388,481
DEFERRED INCOME TAXES				—			1,838		—			—			1,838
OTHER NON-CURRENT LIABILITIES				—			3,078		1,287			—			4,365
		Total liabilities		—			428,905		16,207			—			445,112
CUMULATIVE REDEEMABLE PREFERRED STOCK				18,583			—		—			—			18,583
REDEEMABLE COMMON STOCK				5,650			—		—			—			5,650
STOCKHOLDERS' EQUITY (DEFICIENCY)				(201,465	)		139,514		182,686			(163,264	)		(42,529	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)			$	(177,232	)	$	568,419	$	198,893		$	(163,264	)	$	426,816

F-46

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF SEPTEMBER 30, 2002
(In Thousands of Dollars)

			Holdings			TransDigm		Subsidiary Guarantors			Eliminations			Total Consolidated
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	—		$	50,866	$	(1,660	)	$	—		$	49,206
	Accounts receivable, net			—			13,636		23,705			—			37,341
	Inventories, net			—			20,131		31,298			—			51,429
	Deferred income taxes			—			9,959		—			—			9,959
	Prepaid expenses and other			—			299		416			—			715
		Total current assets		—			94,891		53,759			—			148,650
INVESTMENTS IN SUBSIDIARIES AND INTERCOMPANY BALANCES				(144,430	)		377,723		(123,047	)		(110,246	)		—
PROPERTY, PLANT AND EQUIPMENT—Net				—			9,568		29,624			—			39,192
GOODWILL—Net				—			11,085		147,368			—			158,453
OTHER INTANGIBLE ASSETS—Net				—			11,580		29,990			—			41,570
DEBT ISSUE COSTS—Net				209			11,413		—			—			11,622
DEFERRED INCOME TAXES AND OTHER				—			2,739		—			—			2,739
TOTAL ASSETS			$	(144,221	)	$	518,999	$	137,694		$	(110,246	)	$	402,226
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
	Current portion of long-term liabilities		$	—		$	7,084	$	—		$	—		$	7,084
	Accounts payable			—			5,551		6,284			—			11,835
	Accrued liabilities			—			17,413		13,283			—			30,696
		Total current liabilities		—			30,048		19,567			—			49,615
LONG-TERM DEBT—Less current portion				31,256			373,212		—			—			404,468
OTHER NON-CURRENT LIABILITIES				—			4,981		1,287			—			6,268
		Total liabilities		31,256			408,241		20,854			—			460,351
CUMULATIVE REDEEMABLE PREFERRED STOCK				16,124			—		—			—			16,124
REDEEMABLE COMMON STOCK				2,907			—		—			—			2,907
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)				(194,508	)		110,758		116,840			(110,246	)		(77,156	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)			$	(144,221	)	$	518,999	$	137,694		$	(110,246	)	$	402,226

F-47

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 28, 2003
(In Thousands of Dollars)

			Holdings			TransDigm		Subsidiary Guarantors		Eliminations		Total Consolidated
NET SALES			$	—		$	89,995	$	135,177	$	—	$	225,172
COST OF SALES				—			39,125		78,310		—		117,435
GROSS PROFIT				—			50,870		56,867		—		107,737
OPERATING EXPENSES:
	Selling and administrative			—			8,528		7,715		—		16,243
	Amortization of intangibles			—			454		405		—		859
	Research and development			—			1,117		1,076		—		2,193
		Total operating expenses		—			10,099		9,196		—		19,295
INCOME FROM OPERATIONS				—			40,771		47,671		—		88,442
INTEREST EXPENSE—Net				1,755			18,225		6,183		—		26,163
INCOME (LOSS) BEFORE INCOME TAXES				(1,755	)		22,546		41,488		—		62,279
INCOME TAX PROVISION (BENEFIT)				(651	)		8,136		14,935		—		22,420
NET INCOME (LOSS)			$	(1,104	)	$	14,410	$	26,553	$	—	$	39,859

F-48

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 29, 2002
(In Thousands of Dollars)

			Holdings			TransDigm		Subsidiary Guarantors		Eliminations		Total Consolidated
NET SALES			$	—		$	87,012	$	93,646	$	—	$	180,658
COST OF SALES				—			42,295		54,304		—		96,599
GROSS PROFIT				—			44,717		39,342		—		84,059
OPERATING EXPENSES:
	Selling and administrative			—			9,452		6,073		—		15,525
	Amortization of intangibles			—			904		4,021		—		4,925
	Research and development			—			1,206		823		—		2,029
		Total operating expenses		—			11,562		10,917		—		22,479
INCOME FROM OPERATIONS				—			33,155		28,425		—		61,580
INTEREST EXPENSE—Net				2,492			17,377		7,331		—		27,200
INCOME (LOSS) BEFORE INCOME TAXES				(2,492	)		15,778		21,094		—		34,380
INCOME TAX PROVISION (BENEFIT)				(980	)		6,203		8,293		—		13,516
NET INCOME (LOSS)			$	(1,512	)	$	9,575	$	12,801	$	—	$	20,864

F-49

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 29, 2003
(In Thousands of Dollars)

		Holdings			TransDigm			Subsidiary Guarantors			Eliminations		Total Consolidated
OPERATING ACTIVITIES:
	Net income (loss)	$	(1,104	)	$	14,410		$	26,553		$	—	$	39,859
	Adjustments to reconcile net income (loss) to net cash provided by operating activities		1,755			5,831			(4,758	)		—		2,828
	Net cash provided by operating activities		651			20,241			21,795			—		42,687
INVESTING ACTIVITIES:
	Acquisition of Norco, Inc. net assets		—			—			(53,025	)		—		(53,025	)
	Capital expenditures		—			(1,959	)		(1,971	)		—		(3,930	)
	Net cash used in investing activities		—			(1,959	)		(54,996	)		—		(56,955	)
FINANCING ACTIVITIES:
	Changes in intercompany activities		32,151			(66,236	)		34,085			—		—
	Borrowings under credit facility, net of fees of $200		—			24,800			—			—		24,800
	Repayment of Holdings PIK Notes		(32,802	)		—			—			—		(32,802	)
	Repayment of amounts borrowed under credit facility		—			(3,301	)		—			—		(3,301	)
	Payment of Honeywell license obligation		—			(2,600	)		—			—		(2,600	)
	Net cash provided by (used in) financing activities		(651	)		(47,337	)		34,085			—		(13,903	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			—			(29,055	)		884			—		(28,171	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			—			50,866			(1,660	)		—		49,206
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	—		$	21,811		$	(776	)	$	—	$	21,035

F-50

TRANSDIGM HOLDING COMPANY
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THIRTY-NINE WEEK PERIOD ENDED JUNE 29, 2002
(In Thousands of Dollars)

		Holdings			TransDigm			Subsidiary Guarantors			Eliminations		Total Consolidated
OPERATING ACTIVITIES:
	Net income (loss)	$	(1,512	)	$	9,575		$	12,801		$	—	$	20,864
	Adjustments to reconcile net income (loss) to net cash provided by operating activities		2,535			5,447			7,068			—		15,050
	Net cash provided by operating activities		1,023			15,022			19,869			—		35,914
INVESTING ACTIVITIES—Capital expenditures			—			(946	)		(1,194	)		—		(2,140	)
FINANCING ACTIVITIES:
	Changes in intercompany activities		(986	)		19,953			(18,967	)		—		—
	Proceeds from issuance of senior subordinated notes, net of fees of $3,068		—			73,938			—			—		73,938
	Repayment of amounts borrowed under credit facility		—			(84,079	)		—			—		(84,079	)
	Payment of Honeywell license obligation		—			(1,800	)		—			—		(1,800	)
	Purchase of redeemable common stock		(37	)		—			—			—		(37	)
	Net cash provided by (used in) financing activities		(1,023	)		8,012			(18,967	)		—		(11,978	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			—			22,088			(292	)		—		21,796
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			—			12,294			(1,073	)		—		11,221
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	—		$	34,382		$	(1,365	)	$	—	$	33,017

9.    SUBSEQUENT EVENT

        On July 22, 2003, Holdings consummated a merger with TD Acquisition Corporation ("TD Acquisition") pursuant to which TD Acquisition merged with and into Holdings, with Holdings continuing as the surviving corporation as a wholly-owned subsidiary of a newly formed corporation, TD Holding Corporation (the "Merger"). In connection with the Merger, TransDigm completed a

F-51

tender offer for its outstanding 10³/8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"). Of the $200 million aggregate principal amount of outstanding Senior Subordinated Notes, a total of approximately $197.8 million aggregate principal amount of Senior Subordinated Notes were validly tendered and the remaining $2.2 million aggregate principal amount of Senior Subordinated Notes were defeased pursuant to the terms of the indenture governing the Senior Subordinated Notes. In addition, as a result of the consummation of the Merger, the outstanding balance under TransDigm's existing Senior Credit Facility became due. The cash merger consideration of $759.7 million paid to Holdings' common and preferred stockholders, holders of in-the-money stock options and holder of warrants to purchase Holdings' common stock (including merger related expenses of approximately $29.1 million borne by the existing stockholders of Holdings and excluding the $35.7 million fair value of stock options rolled over in connection with the Merger), acquisition fees and expenses of approximately $34.8 million and the repayment of substantially all of the Company's existing debt in connection with the consummation of the Merger was financed through: (1) an investment of approximately $471.3 million in TD Holding Corporation by Warburg Pincus Private Equity VIII, L.P. and certain other institutional investors which was contributed as equity to TD Acquisition which merged with and into Holdings, (2) $295.0 million of borrowings under a new term loan facility, (3) $400.0 million of proceeds from the issuance of new 8³/8% Senior Subordinated Notes due 2011 (the "8³/8% Senior Subordinated Notes") and (4) the use of existing cash balances.

        The new 8³/8% Senior Subordinated Notes are guaranteed, on a senior subordinated basis, by Holdings and each domestic restricted subsidiary of TransDigm.

        Management anticipates that a one-time charge of approximately $176.0 million ($109.2 million after tax) will be recorded in the fourth quarter of fiscal 2003, consisting primarily of compensation costs for stock options which were cancelled in conjunction with the Merger, the write-off of deferred debt issue costs and professional, advisory and financing fees incurred by Holdings in connection with the Merger.

F-52

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of
TransDigm Holding Company

        We have audited the consolidated balance sheets of TransDigm Holding Company and subsidiaries (the "Company") as of September 30, 2002 and 2001, and the related consolidated statements of income, changes in stockholders' deficiency and cash flows for each of the three years in the period ended September 30, 2002 and have issued our report thereon dated December 2, 2002 (except for Note 20 as to which the date is August 11, 2003); such consolidated financial statements and report are included in this prospectus. Our audits also included the consolidated financial statement schedule of the Company, shown on page F-54. This consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
Cleveland, Ohio
December 2, 2002

F-53

TRANSDIGM HOLDING COMPANY

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
(in thousands)

Column A		Column B		Column C								Column D		Column E
				Additions
Description		Balance at Beginning of Period		Charged to Costs and Expenses		Christie Acquisition		Champions Aviation Acquisition		Honeywell Acquisition		Deductions from Reserve(1)		Balance at End of Period
Year Ended September 30, 2002:
	Allowance for doubtful accounts	$	1,156	$	953							$	804	$	1,305
	Reserve for excess and obsolete inventory		7,295		2,007								2,187		7,115
	Sales returns and repairs		3,363		3,442								2,556		4,249
Year Ended September 30, 2001:
	Allowance for doubtful accounts		371		839								54		1,156
	Reserve for excess and obsolete inventory		6,431		504			$	841	$	350		831		7,295
	Sales returns and repairs		1,870		1,096				1,676				1,279		3,363
Year Ended September 30, 2000:
	Allowance for doubtful accounts		441		60	$	20						150		371
	Reserve for excess and obsolete inventory		7,110		684		100						1,463		6,431
	Sales returns and repairs		2,163		14		100						407		1,870

(1)

For the allowance for doubtful accounts and reserve for excess and obsolete inventory, the amounts in this column represent charge-offs net of recoveries. For the sales returns and repairs accrued liabilities, the amounts primarily represent expenditures charged against liabilities.

F-54

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
Federal-Mogul Corporation:

        We have audited the accompanying balance sheets of Federal-Mogul Aviation, Inc. as of December 31, 2000 and 1999 and the related statements of operations and cash flows for the years then ended, the period from October 10, 1998 through December 31, 1998 and for the Aviation Division of the Cooper Automotive Division of Cooper Industries (the Predecessor) for the period from January 1, 1998 through October 9, 1998. These financial statements are the responsibility of the respective Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Federal-Mogul Aviation, Inc. at December 31, 2000 and 1999 and the results of its operations and its cash flows for the years then ended, the period from October 10, 1998 through December 31, 1998 and for the Predecessor for the period from January 1, 1998 through October 9, 1998, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Detroit, Michigan

March 1, 2001, except for Note 7, as to which the date is May 31, 2001

F-55

FEDERAL-MOGUL AVIATION, INC.

STATEMENTS OF OPERATIONS

(thousands of dollars)

								Predecessor
		Year Ended December 31,				October 10- December 31,		January 1- October 9,
		2000		1999		1998		1998
Net sales		$	68,616	$	64,584	$	13,628	$	47,034
Cost of products sold			41,392		38,977		8,641		30,298
Selling, general and administrative expenses			7,146		7,228		1,380		5,446
Amortization expense			2,219		2,092		289		309
Other expense, net			1,986		1,858		1,618		12
	Earnings before income taxes		15,873		14,429		1,700		10,969
Income taxes			6,875		6,278		776		4,314
	Net Earnings	$	8,998	$	8,151	$	924	$	6,655

See accompanying Notes to Financial Statements.

F-56

FEDERAL-MOGUL AVIATION, INC.

BALANCE SHEETS

(thousands of dollars)

		December 31,
		2000		1999
Assets
Cash		$	1	$	1
Other receivables			25		378
Inventories			10,805		11,454
Perishable tooling and supplies			1,942		1,710
	Total current assets		12,773		13,543
Property, plant and equipment, less accumulated depreciation			18,223		19,073
Goodwill, less accumulated amortization			81,938		84,097
Other intangibles, less accumulated amortization			759		818
Other assets			6		51
	Total Assets	$	113,699	$	117,582
Liabilities and Net Parent Investment
Accounts payable		$	1,743	$	4,598
Accrued compensation			90		125
Other accrued liabilities			751		1,517
Total current liabilities			2,584		6,240
Net parent investment			111,115		111,342
	Total Liabilities and Net Parent Investment	$	113,699	$	117,582

See accompanying Notes to Financial Statements.

F-57

FEDERAL-MOGUL AVIATION, INC.

STATEMENTS OF CASH FLOWS

(thousands of dollars)

													Predecessor
				Year Ended December 31,
										October 10, through December 31 1998			January 1, through October 9, 1998
				2000			1999
Cash flows from operating activities:
	Net Earnings			$	8,998		$	8,151		$	924		$	6,655
Adjustments to reconcile to net cash provided by operating activities:
		Depreciation expense			1,509			1,286			519			2,122
		Amortization expense			2,219			2,092			289			309
		Changes in assets and liabilities:
			Other receivables		353			(378	)		600			(1,618	)
			Inventories		649			5,120			300			(4,883	)
			Accounts payable and accrued liabilities		(3,621	)		660			(795	)		(1,624	)
			Other assets and liabilities, net		(3	)		523			—			23
			Net cash provided by operating activities		10,104			17,454			1,837			984
Cash flows from investing activities:
	Capital expenditures				(879	)		(799	)		(275	)		(420	)
Cash flows from financing activities:
		Net inter-company activity with parent			(9,225	)		(16,655	)		(1,562	)		(564	)
Change in cash					—			—			—			—
			Cash at beginning of period		1			1			1			1
			Cash at end of period	$	1		$	1		$	1		$	1

See accompanying Notes to Financial Statements.

F-58

FEDERAL-MOGUL AVIATION, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1: Basis of Presentation

        The accompanying financial statements reflect the assets, liabilities and operations of Federal-Mogul Aviation, Inc. ("Aviation"). Aviation is a wholly-owned subsidiary of Federal-Mogul Corporation ("Federal-Mogul"). Aviation was previously an operating unit included in the Cooper Automotive Division of Cooper Industries, Inc. ("Cooper"). Federal-Mogul purchased the automotive divisions of Cooper, including Aviation, on October 9, 1998.

        Aviation operates with complete financial and operations staff on a decentralized basis. Its parent provides certain centralized services for employee benefits administration, cash management, risk management, legal services, public relations, domestic tax reporting and internal and external audit. Its parent bills Aviation for all direct costs incurred on behalf of Aviation. General corporate, accounting, tax, legal and other administrative costs that are not directly attributable to the operations of Aviation have been allocated to Aviation in the accompanying financial statements.

        The accompanying financial statements are presented as if Aviation had existed as an entity separate from its parent during the period presented and include the assets, liabilities, revenues and expenses that are directly related to Aviation's operations. Since the date of Federal-Mogul's acquisition of Aviation, the financial statements include the push-down of fair value adjustments to assets and liabilities, including goodwill, other intangible assets and property, plant and equipment and their related amortization and depreciation adjustments.

        Because Aviation is fully integrated into its parent's worldwide cash management system, all of its cash requirements are provided by its parent and any excess cash generated by Aviation is transferred to its parent. Aviation participates in Federal-Mogul's accounts receivable securitization program. On an ongoing basis, Aviation sells certain accounts receivable to Federal-Mogul Funding Corporation ("FMFC"), a wholly-owned subsidiary of Federal-Mogul, which then sells such receivables, without recourse, to a financial conduit. The transfers of these receivables are charged to the net parent investment account. Aviation does not retain any interest in these receivables and the accounts receivable are sold at carrying value.

Note 2: Summary of Significant Accounting Policies

        Use of Estimates:    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        Inventories:    Inventories are carried at cost or, if lower, net realizable value. Prior to Federal-Mogul's acquisition of Aviation, cost was determined using the first-in, first-out ("FIFO") method. Subsequent to Federal-Mogul's acquisition of Aviation, cost was determined using the last-in, first-out ("LIFO") method, which approximated FIFO for all years presented.

F-59

        At December 31, inventories consisted of the following (in thousands):

	2000		1999
Raw materials	$	3,382	$	3,067
Work-in-process		6,136		6,795
Finished goods		1,287		1,592
Net inventories	$	10,805	$	11,454

        Revenue Recognition:    Aviation recognizes revenues and the related customer incentives when there is evidence of a sales agreement, the delivery of the goods has occurred, the sales price is fixed or determinable and the ability to collect the revenue is reasonably assured. Aviation generally records revenue upon shipment of product to the customer, which coincides with the transfer of title under standard commercial terms.

        Research and Development Costs:    Aviation expenses research and development costs when incurred. Research and development costs were $1.6 million and $1.9 million for the years ended December 31, 2000 and 1999 and $1.4 million and $0.4 million for the period from January 1, 1998 through October 9, 1998 and October 10, 1998 through December 31, 1998, respectively.

        Property, Plant and Equipment:    Property, plant and equipment are stated at Federal-Mogul's cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method, which in general are depreciated over the following lives: buildings—10 to 40 years and machinery and equipment—3 to 20 years.

        At December 31, property, plant and equipment consisted of the following (in thousands):

		2000			1999
Property, Plant and Equipment
	Land	$	110		$	110
	Buildings		9,288			8,656
	Machinery and equipment		11,270			11,390
	Construction-in-progress		869			722
			21,537			20,878
	Accumulated depreciation		(3,314	)		(1,805	)
		$	18,223		$	19,073

        Goodwill and Other Intangible Assets:    At December 31, goodwill and other intangible assets, which resulted from Federal-Mogul's acquisition of Aviation, consisted of the following (in thousands):

F-60

	Estimated Useful Life	2000			1999
Goodwill	40 years	$	86,406		$	86,406
Accumulated amortization			(4,468	)		(2,309	)
Net goodwill		$	81,938		$	84,097
Assembled workforce	15 years	$	891		$	891
Accumulated amortization			(132	)		(73	)
Net assembled workforce		$	759		$	818

        Intangible assets are periodically reviewed for impairment indicators. If impairment indicators exist, an assessment of undiscounted future cash flows related to assets held for use or fair value for assets held for sale are evaluated accordingly. Intangible assets are amortized on a straight-line basis over their estimated useful lives.

        Net Parent Investment:    The Net Parent Investment account includes Aviation's historical earnings, intercompany amounts, income taxes deferred and payable, postemployment benefit liabilities and other transactions between Aviation and its parent.

        Fair Value of Financial Instruments:    The carrying amounts of certain financial instruments such as other receivables and accounts payable approximate their fair value for all years presented.

Note 3: Net Parent Investment

        Changes in net parent investment during the three years ended December 31, were as follows (in thousands):

Balance at January 1, 1998		$	42,904
	Net inter-company transactions with parent		(1,927	)
	Net income for period from January 1, 1998 to October 9, 1998		6,655
Balance at October 9, 1998		$	47,632
Federal-Mogul's initial investment in Aviation		$	81,979
	Net inter-company transactions with parent		1,290
	Net income for period from October 10, 1998 to December 31, 1998		924
Balance at December 31, 1998			84,193
	Net inter-company transactions with parent		18,998
	Net income		8,151
Balance at December 31, 1999			111,342
	Net inter-company transactions with parent		(9,225	)
	Net income		8,998
Balance at December 31, 2000		$	111,115

        Intercompany transactions are principally cash transfers and non-cash charges between Aviation and its parent.

F-61

        Aviation has an inter-company loan with Federal-Mogul in the amount of $30.5 million, which is included in the net parent investment balance at December 31, 2000, 1999 and 1998. In 2000, 1999 and 1998 Federal-Mogul charged interest on this balance based on the stated rate of 6.9%.

        Federal-Mogul has pledged 100% of Aviation's capital stock and also provided collateral in the form of a pledge of inventories, property, plant and equipment, real property and intellectual properties to secure certain outstanding debt of Federal-Mogul. In addition, Aviation has guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest under Federal-Mogul's Senior Credit Agreements and its publicly traded registered debt. Such pledges and guarantees have also been made by certain other subsidiaries of Federal-Mogul.

Note 4: Income Taxes

        Aviation files a consolidated return with its parent for U.S. federal income tax purposes. Federal income tax expense is calculated on a separate-return basis for financial reporting purposes. A reconciliation between Aviation's statutory federal income tax rate and its effective tax rate is summarized below:

	Year ended December 31,
					Period from January 1, through October 9, 1998		Period from October 10, through December 31, 1998
	2000		1999
Effective tax rate reconciliation:
U.S. Federal statutory rate	35	%	35	%	35	%	35	%
Non-deductible goodwill	5		6		8		1
State and Local Taxes	3		3		3		3
Effective Tax Rate	43	%	44	%	46	%	39	%

        Deferred taxes and income taxes payable are a component of the net investment in parent.

Note 5: Pension Plans

        In 1998, prior to Federal-Mogul's acquisition of Aviation, the various pension plans of Aviation were merged into one plan of Cooper. As such, the related pension liabilities were recorded to net parent investment. This plan was assumed by Federal-Mogul in its acquisition of the automotive divisions of Cooper. This plan was required to be fully funded by Cooper prior to the acquisition by Federal-Mogul. In 2000, Federal-Mogul consolidated all domestic qualified defined benefit plans into one plan, the Federal Mogul Corporation Pension Plan.

        The expense charged to Aviation was $0.2 million and $0.2 million for the years ended December 31, 2000 and 1999 and $0.3 million for the period from January 1, 1998 through October 8, 1998. There was no expense recorded for the period from October 9, 1998 through December 31, 1998.

        At December 31, 2000 and 1999, the Federal-Mogul Corporation Pension Plan's projected benefit obligation was $721.8 million and $345.6 million based on discount rates of 8% and 7.75%, and the fair value of plan assets were $852.5 million and $327.0 million, respectively.

F-62

Note 6: Concentration of Credit Risk and Other

        Aviation grants credit to their customers, which are primarily in the aerospace industry. Credit risk with respect to trade receivables is generally diversified due to the large number of entities comprising Aviation's customer base. Aviation performs periodic credit evaluations of their customers and generally do not require collateral.

        Aviation operates in a single business segment, manufacturing primarily engine ignition systems and related parts for the aerospace industry. Aviation manufactures and distributes these products for use in the aerospace aftermarket and original equipment segments of the industry. Two distributors accounted for approximately 25% and 12%, 27% and 10%, and 31% and 11% of net sales for the years ended December 31, 2000, 1999 and 1998, respectively. No other customer accounted for 10% or more of revenues in 2000, 1999 or 1998. All of Aviation's operations are conducted in the United States. Net sales to customers outside the United States, principally to European customers, were 22%, 20%, and 22% of the total net sales for the years ended December 31, 2000, 1999 and 1998, respectively.

Note 7: Subsequent Event

        On May 31, 2001, a corporation formed by TransDigm Inc. acquired substantially all of the assets and assumed certain liabilities of Aviation for approximately $160.1 million in cash. The purchase price is subject to adjustment for changes in working capital as defined in the Asset Purchase Agreement.

F-63

FEDERAL-MOGUL AVIATION, INC.

BALANCE SHEETS
(in thousands)

			March 31, 2001 (Unaudited)		December 31, 2000
ASSETS
	Cash		$	1	$	1
	Other receivables			10		25
	Inventories (Note 3)			12,282		10,805
	Perishable tooling and supplies			2,021		1,942
		Total current assets		14,314		12,773
	Property, plant and equipment, less accumulated depreciation			17,881		18,223
	Goodwill, less accumulated amortization			81,362		81,938
	Other intangibles, less accumulated amortization			726		759
	Other assets					6
TOTAL ASSETS			$	114,283	$	113,699
LIABILITIES AND NET PARENT INVESTMENT
	Accounts payable		$	3,410	$	1,743
	Accrued compensation			93		90
	Other accrued liabilities			1,205		751
		Total current liabilities		4,708		2,584
	Net parent investment			109,575		111,115
TOTAL LIABILITIES AND NET PARENT INVESTMENT			$	114,283	$	113,699

See accompanying Notes to Financial Statements.

F-64

FEDERAL-MOGUL AVIATION, INC.

STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)

			Thirteen-Week Periods Ended March 31,
			2001		2000
NET SALES			$	18,458	$	17,473
COST OF SALES				11,325		9,875
GROSS PROFIT				7,133		7,598
OPERATING EXPENSES:
	Selling and administrative			1,574		1,369
	Amortization of intangibles			609		449
	Research and development			387		477
	Federal-Mogul corporate charge			318		318
		Total operating expenses		2,888		2,613
INCOME FROM OPERATIONS				4,245		4,985
INTEREST EXPENSE—NET				518		518
INCOME BEFORE INCOME TAXES				3,727		4,467
INCOME TAX PROVISION				1,691		1,917
NET INCOME			$	2,036	$	2,550

See accompanying Notes to Financial Statements.

F-65

FEDERAL-MOGUL AVIATION, INC.

STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

				Thirteen-Week Periods Ended March 31,
				2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income				$	2,036		$	2,550
Adjustments to reconcile to net cash provided by operating activities:
	Depreciation expense				407			435
	Amortization expense				609			449
	Changes in assets and liabilities:
		Other receivables			15			345
		Inventories			(1,477	)		305
		Accounts payable and accrued liabilities			2,124			(734	)
		Other assets and liabilities, net			(73	)		44
			Net cash provided by operating activities		3,641			3,394
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures				(65	)		(125	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Net inter-company activity with parent				(3,576	)		(3,269	)
CHANGE IN CASH					—			—
CASH, BEGINNING OF PERIOD					1			1
CASH, END OF PERIOD				$	1		$	1

See accompanying Notes to Financial Statements.

F-66

FEDERAL-MOGUL AVIATION, INC.

NOTES TO FINANCIAL STATEMENTS

AS OF MARCH 31, 2001 AND DECEMBER 31, 2000
AND FOR THE THIRTEEN-WEEK PERIODS ENDED MARCH 31, 2001 AND 2000

1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

        The accompanying financial statements reflect the assets, liabilities and operations of Federal-Mogul Aviation, Inc. ("Aviation"). Aviation is a wholly-owned subsidiary of Federal-Mogul Corporation ("Federal-Mogul"). Aviation was previously an operating unit included in the Cooper Automotive Division of Cooper Industries, Inc. ("Cooper"). Federal-Mogul purchased the automotive divisions of Cooper, including Aviation, on October 9, 1998.

        Prior to the transaction described in Note 4, Aviation operated with complete financial and operations staff on a decentralized basis. Its parent provided certain centralized services for employee benefits administration, cash management, risk management, legal services, public relations, domestic tax reporting and internal and external audit. Its parent billed Aviation for all direct costs incurred on behalf of Aviation. General corporate, accounting, tax, legal and other administrative costs that were not directly attributable to the operations of Aviation have been allocated to Aviation in the accompanying financial statements.

        The accompanying financial statements are presented as if Aviation had existed as an entity separate from its parent during the period presented and include the assets, liabilities, revenues and expenses that are directly related to Aviation's operations. The financial statements include the push-down of fair value adjustments resulting from Federal-Mogul's acquisition of Aviation to assets and liabilities, including goodwill, other intangible assets and property, plant and equipment and the related adjustments of amortization and depreciation.

2. UNAUDITED FINANCIAL INFORMATION

        The unaudited financial statements included herein reflect all adjustments (consisting solely of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of Aviation's financial position and results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all the information and footnotes required under accounting principles generally accepted in the United States of America for complete financial statements. The results of operations for the thirteen week period ended March 31, 2001 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes included in this document for the year ended December 31, 2000.

3. INVENTORIES

        Inventories are carried at cost, or if lower, net realizable value. Cost of inventories is determined by the first-in, first-out (FIFO) method. Inventories consist of the following (in thousands):

	March 31, 2001		December 31, 2000
Raw materials	$	4,171	$	3,382
Work-in-progress		6,398		6,136
Finished goods		1,713		1,287
Inventories—net	$	12,282	$	10,805

4. SUBSEQUENT EVENT

        On May 31, 2001, a corporation formed by TransDigm Inc. acquired substantially all of the assets and assumed certain liabilities of Aviation for approximately $160.1 million in cash. The purchase price is subject to adjustment for changes in working capital as defined in the Asset Purchase Agreement.

F-67

        All tendered original senior subordinated notes, executed letters of transmittal, and other related documents should be directed to the exchange agent. Requests for assistance and for additional copies of this prospectus, the letter of transmittal and other related documents should be directed to the exchange agent.

EXCHANGE AGENT:

THE BANK OF NEW YORK

By Facsimile:

(212) 298-1915

Confirm by telephone:

(212) 815-5920

By Mail, Hand or Courier:

The Bank of New York

Corporate Trust Department

Reorganization Unit

101 Barclay Street

Floor 7 East

New York, New York 10286

DEALER PROSPECTUS DELIVERY OBLIGATION

        Until                 , 2003, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

TRANSDIGM INC.

OFFER TO EXCHANGE

Up to $400,000,000 aggregate principal amount of its 8³/8%
Senior Subordinated Notes due 2011 registered under the Securities Act
of 1933 for any and all outstanding 8³/8% Senior Subordinated Notes due 2011

PROSPECTUS

                                , 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant's directors and officers pursuant to the following provisions or otherwise, the Registrant has been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

        We, Holdings, Marathon Power Technologies Company and Champion Aerospace Inc. are incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits and proceedings, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation—a "derivative action"), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

        ZMP, Inc., Adams Rite Aerospace, Inc. and Christie Electric Corp. are incorporated under the laws of the State of California. Section 317 of the California General Corporation Law provides that a California corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than in certain derivative actions as described below, by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation, or is or was serving at the corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation that was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation, against expenses, including attorneys' fees, judgments, fines, settlements and other amounts actually or reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the case of a derivative action, no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation in the performance of his or her duty to the corporation and its shareholders unless and only to the extent that the court in which action or suit is or was pending shall determine that, in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnify for these expenses which this court shall deem proper. Section 317 further provides that to the extent that the director, officer, employee or agent of a corporation has been successful on the merits in defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys' fees, actually or reasonably incurred by him or her in connection with such defense.

II-1

        Our Certificate of Incorporation and by-laws and the Certificates of Incorporation and by-laws of Holdings, Marathon Power Technologies Company, and Champion Aerospace Inc. generally provide for the indemnification of our and their respective officers and directors to the fullest extent permitted under Delaware law. Similarly, the Articles of Incorporation and by-laws of ZMP, Inc., Adams Rite Aerospace Inc. and Christie Electric Corp. generally provide for the indemnification of our and their respective officers and directors to the fullest extent permitted under California law.

        Holding maintains an insurance policy that pays on behalf of the co-registrants' respective directors and officers all losses for which directors and officers are not indemnified by the co-registrants and for which the directors and officers are legally liable on account of claims made as a result of any error, misstatement, misleading statement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted, in such person's capacity as a director or officer, or any matter claimed against such person solely by reason of such person's service as a director or officer (a "wrongful act"). The policy also pays on behalf of the co-registrants all losses for which the co-registrant grants indemnification as permitted or required by law for claims made and as a result of a wrongful act for which such co-registrants' directors and officers are legally liable.

        Holding has agreed (1) to indemnify its Chairman of the Board and its President and Chief Executive Officer to the fullest extent permitted under Delaware law; (2) to advance to such persons their reasonable attorneys' fees and expenses; and (3) to maintain Directors and Officers insurance protecting such persons during the term of their employment, in each case subject to certain exceptions.

II-2

Item 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June 6, 2003, by and between TD Acquisition Corporation and TransDigm Holding Company.*
2.2	Amendment No. 1, dated as of July 9, 2003, to the Agreement and Plan of Merger, by and between TD Acquisition Corporation and TransDigm Holding Company.*
2.3	Agreement and Plan of Merger, dated as of July 22, 2003, among TransDigm Inc. and TD Funding Corporation.
2.4	Asset Purchase Agreement, dated as of April 29, 2001, by and between Aviation Acquisition Corporation and Federal-Mogul Ignition Company.**
3.1	Restated Certificate of Incorporation, filed on July 22, 2003, of TransDigm Holding Company.
3.2	Certificate of Ownership and Merger, filed on December 3, 1998, merging Phase II Acquisition Corp. with and into TransDigm Holding Company.***
3.3	Bylaws of TD Acquisition Corporation (TransDigm Holding Company).
3.4	Certificate of Incorporation, filed on July 2, 1993, of NovaDigm Acquisition, Inc. (TransDigm Inc.).***
3.5	Certificate of Amendment, filed on July 22, 1993, of the Certificate of Incorporation of NovaDigm Acquisition, Inc. (TransDigm Inc.).***
3.6	Certificate of Ownership and Merger, filed on September 13, 1993, merging IMO Aerospace Company with and into TransDigm Inc.***
3.7	Bylaws of NovaDigm Acquisition, Inc. (TransDigm Inc.).***
3.8	Certificate of Incorporation, filed on March 28, 1994, of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.9	Certificate of Amendment, filed on May 18, 1994, of the Certificate of Incorporation of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.10	Certificate of Amendment, filed on May 24, 1994, of the Certificate of Incorporation of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.11	Bylaws of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.12	Amended and Restated Articles of Incorporation, filed on April 23, 1999, of ZMP, Inc.***
3.13	Amended and Restated Bylaws of ZMP, Inc.***
3.14	Articles of Incorporation, filed on July 30, 1986, of ARP Acquisition Corporation (Adams Rite Aerospace, Inc.).***
3.15	Certificate of Amendment, filed on September 12, 1986, of the Articles of Incorporation of ARP Acquisition Corporation (Adams Rite Aerospace, Inc.).***
3.16	Certificate of Amendment, filed on January 27, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (Adams Rite Aerospace, Inc.).***

II-3

3.17	Certificate of Amendment, filed on December 31, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (Adams Rite Aerospace, Inc.).***
3.18	Certificate of Amendment, filed on August 11, 1997, of the Articles of Incorporation of Adams Rite Sabre International, Inc. (Adams Rite Aerospace, Inc.).***
3.19	Amended and Restated Bylaws of Adams Rite Aerospace, Inc.***
3.20	Certificate of Incorporation, filed on April 16, 2001, of Aviation Acquisition Corporation (Champion Aerospace Inc.).****
3.21	Certificate of Amendment, filed on June 1, 2001, to the Certificate of Incorporation of Aviation Acquisition Corporation (Champion Aerospace Inc.).****
3.22	Bylaws of Aviation Acquisition Corporation (Champion Aerospace Inc.).****
3.23	Articles of Incorporation, filed on December 6, 1929, of McColpin—Christie Electric Corporation, LTD. (Christie Electric Corp.).****
3.24	Certificate of Amendment, filed on November 3, 1947, of the Articles of Incorporation of McColpin—Christie Corporation, LTD.****
3.25	Certificate of Amendment, file on May 26, 1952, of the Articles of Incorporation of McColpin—Christie Corporation, LTD.****
3.26	Certificate of Amendment, file on May 1, 1956, of the Articles of Incorporation of McColpin—Christie Corporation, LTD.****
3.27	Certificate of Amendment, filed on May 1, 1979, of the Articles of Incorporation of Christie Electric Corp.****
3.28	Certificate of Ownership, filed on April 16, 1985, of Christie Electric Corp.****
3.29	Certificate of Amendment, filed on September 29, 1993, of the Articles of Incorporation of Christie Electric Corp.****
3.30	Bylaws of Christie Electric Corp.****
4.1	Indenture, dated as of July 22, 2003, among TD Funding Corporation, TD Acquisition Corporation, the Guarantors named therein, and The Bank of New York, as trustee.
4.2	Form of 83/8% Senior Subordinated Notes due 2011.
4.3	Registration Rights Agreement, dated July 22, 2003, among TransDigm Inc., TransDigm Holding Company, the Guarantors named therein and Credit Suisse First Boston LLC, as representative of the initial purchasers named therein.
4.4	Exchange Agent Agreement, among TransDigm Inc., the Guarantors named therein, and the Bank of New York, as Exchange Agent.+
5.1	Opinion of Willkie Farr & Gallagher LLP.+
5.2	Opinion of Willkie Farr & Gallagher LLP with respect to certain tax matters.+
10.1	Stockholders' Agreement, dated as of July 22, 2003, by and among TD Holding Corporation, Warburg Pincus Private Equity VIII, L.P., the other institutional investors whose names and addresses are set forth on Schedule I thereto and the employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are set forth on Schedule II thereto.

II-4

10.2	Management Stockholders' Agreement, dated as of July 22, 2003, by and among TD Holding Corporation, Warburg Pincus Private Equity VIII, L.P. and the employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are set forth on Schedule I thereto.
10.3	Registration Rights Agreement, dated as of July 22, 2003, among the institutional investors whose names and addresses are set forth on Schedule I thereto, the employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are set forth on Schedule II thereto and TD Holding Corporation.
10.4	Employment Agreement, dated as of June 6, 2003, by and between W. Nicholas Howley and TransDigm Holding Company.
10.5	TD Holding Corporation 2003 Stock Option Plan.
10.6	Amendment No. 1 to TD Holding Corporation 2003 Stock Option Plan.
10.7	TD Holding Corporation 2003 Rollover Deferred Compensation and Phantom Stock Unit Plan.
10.8	TD Holding Corporation 2003 Management Deferred Compensation and Phantom Stock Unit Plan.
10.9	Form of Management Option Agreement, among TD Holding Corporation and certain executives regarding the rollover options granted to such executives.
10.10	Form of Management Option Agreement, among TD Holding Corporation and certain executives regarding the time vested options granted to such executives.
10.11	Form of Management Option Agreement, among TD Holding Corporation and certain executives regarding the performance vested options granted to such executives.
10.12	Demand Promissory Note, dated as of July 22, 2003, of TransDigm Holding Company issued to TransDigm Inc.
10.13	Credit Agreement, dated as of July 22, 2003, among TD Acquisition Corporation, TD Funding Corporation, the lenders as defined therein and Credit Suisse First Boston, as administrative agent and collateral agent.
10.14	Guarantee and Collateral Agreement, dated as of July 22, 2003, among TD Funding Corporation, TD Acquisition Corporation, the Subsidiaries Guarantors (as defined therein) and Credit Suisse First Boston, as collateral agent.
10.15	Tax Sharing Agreement, dated as of July 22, 2003, by and among TD Holding Corporation, TransDigm Holding Company, TransDigm Inc., and such direct and indirect subsidiaries of TD Holding Corporation that are listed on Exhibit A thereto.
12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Ratio.
21.1	Subsidiaries of TransDigm Inc.*****
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Ernst & Young.
24.1	Power of Attorney with respect to TransDigm Holding Company (included in the signature pages hereto).
24.2	Power of Attorney with respect to TransDigm Inc. (included in the signature pages hereto).

II-5

24.3	Power of Attorney with respect to Champion Aerospace Inc. (included in the signature pages hereto).
24.4	Power of Attorney with respect to Marathon Power Technologies Company (included in the signature pages hereto).
24.5	Power of Attorney with respect to ZMP, Inc. (included in the signature pages hereto).
24.6	Power of Attorney with respect to Adams Rite Aerospace, Inc. (included in the signature pages hereto).
24.7	Power of Attorney with respect to Christie Electric Corp. (included in the signature pages hereto).
25.1	Statement of Eligibility of Trustee.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Clients.
99.4	Form of Letter to Nominees.

*	Incorporated by reference to the Registrants' Form 8-K filed July 30, 2003 (File No. 333-71397).
**	Incorporated by reference to the Registrants' Form 10-Q filed May 11, 2001 (File No. 1631079).
***	Incorporated by reference to the Registrants' Form S-4 filed January 29, 1999 (File No. 333-71397), as amended by Amendment No. 1, filed February 5, 1999, Amendment No. 2, filed March 24, 1999, and Amendment No. 3, filed April 23, 1999.
****	Incorporated by reference the Registrants' Form S-4 filed June 28, 2002 (File No. 333-91574), as amended by Amendment No. 1, filed July 19, 2002.
*****	Incorporated by reference to the Registrants' Form 10-K filed December 20, 2002 (File No. 333-71397).
+	To be submitted with a subsequent filing.

II-6

Item 22. Undertakings

        Each of the undersigned registrants hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by any such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective



(2)

For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, TransDigm Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

TRANSDIGM INC.
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Vice President, Chief Financial Officer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of TransDigm Inc. hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	President, Chief Executive Officer and Director	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Vice President, Chief Financial Officer and Assistant Secretary	August 28, 2003
/s/  KEWSONG LEE Kewsong Lee	Director	August 28, 2003
/s/  DAVID BARR David Barr	Director	August 28, 2003
/s/  KEVIN KRUSE Kevin Kruse	Director	August 28, 2003
/s/  DOUGLAS PEACOCK Douglas Peacock	Director	August 28, 2003
/s/  MICHAEL GRAFF Michael Graff	Director	August 28, 2003

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, TransDigm Holding Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

TRANSDIGM HOLDING COMPANY
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Vice President, Chief Financial Officer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of TransDigm Holding Company hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	President, Chief Executive Officer	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Vice President, Chief Financial Officer and Assistant Secretary	August 28, 2003
/s/  KEWSONG LEE Kewsong Lee	Director	August 28, 2003
/s/  DAVID BARR David Barr	Director	August 28, 2003
/s/  KEVIN KRUSE Kevin Kruse	Director	August 28, 2003
/s/  DOUGLAS PEACOCK Douglas Peacock	Director	August 28, 2003
/s/  MICHAEL GRAFF Michael Graff	Director	August 28, 2003

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Champion Aerospace Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

CHAMPION AEROSPACE INC.
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Treasurer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of Champion Aerospace Inc. hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	Chairman of the Board of Directors, Chief Executive Officer	August 28, 2003
/s/  W. TODD LITTLETON W. Todd Littleton	President	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Treasurer, Assistant Secretary and Director	August 28, 2003

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Marathon Power Technologies Company has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

MARATHON POWER TECHNOLOGIES COMPANY
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Treasurer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of Marathon Power Technologies Company hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	Chairman of the Board of Directors, Chief Executive Officer	August 28, 2003
/s/  ALBERT J. RODRIGUEZ Albert J. Rodriguez	President	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Treasurer, Assistant Secretary and Director	August 28, 2003

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, ZMP, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

ZMP, INC.
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Treasurer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of ZMP, Inc. hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	Chairman of the Board of Directors, Chief Executive Officer	August 28, 2003
/s/  JOHN F. LEARY John F. Leary	President	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Treasurer, Assistant Secretary and Director	August 28, 2003

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Adams Rite Aerospace, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

ADAMS RITE AEROSPACE, INC.
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Treasurer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of Adams Rite Aerospace, Inc. hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	Chairman of the Board of Directors, Chief Executive Officer	August 28, 2003
/s/  JOHN F. LEARY John F. Leary	President	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Treasurer, Assistant Secretary and Director	August 28, 2003

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, Christie Electric Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond Heights, State of Ohio, on the 28th day of August, 2003.

CHRISTIE ELECTRIC CORP.
By:	/s/  GREGORY RUFUS
	Name:	Gregory Rufus
	Title:	Treasurer and Assistant Secretary

POWER OF ATTORNEY

        The undersigned directors and officers of Christie Electric Corp. hereby severally constitute and appoint W. Nicholas Howley and Gregory Rufus and each of them, attorneys-in-fact for the undersigned, in any and all capacities, with the power of substitution, to sign any amendments to this registration statement (including post-effective amendments) and any subsequent registration statement for the same offering which may be filed under rule 462(b) under the Securities Act of 1933, as amended, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. NICHOLAS HOWLEY W. Nicholas Howley	Chairman of the Board of Directors, Chief Executive Officer	August 28, 2003
/s/  ALBERT J. RODRIGUEZ Albert J. Rodriguez	President	August 28, 2003
/s/  GREGORY RUFUS Gregory Rufus	Treasurer, Assistant Secretary and Director	August 28, 2003

II-14

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June 6, 2003, by and between TD Acquisition Corporation and TransDigm Holding Company.*
2.2	Amendment No. 1, dated as of July 9, 2003, to the Agreement and Plan of Merger, by and between TD Acquisition Corporation and TransDigm Holding Company.*
2.3	Agreement and Plan of Merger, dated as of July 22, 2003, among TransDigm Inc. and TD Funding Corporation.
2.4	Asset Purchase Agreement, dated as of April 29, 2001, by and between Aviation Acquisition Corporation and Federal-Mogul Ignition Company.**
3.1	Restated Certificate of Incorporation, filed on July 22, 2003, of TransDigm Holding Company.
3.2	Certificate of Ownership and Merger, filed on December 3, 1998, merging Phase II Acquisition Corp. with and into TransDigm Holding Company.***
3.3	Bylaws of TD Acquisition Corporation (TransDigm Holding Company).
3.4	Certificate of Incorporation, filed on July 2, 1993, of NovaDigm Acquisition, Inc. (TransDigm Inc.).***
3.5	Certificate of Amendment, filed on July 22, 1993, of the Certificate of Incorporation of NovaDigm Acquisition, Inc. (TransDigm Inc.).***
3.6	Certificate of Ownership and Merger, filed on September 13, 1993, merging IMO Aerospace Company with and into TransDigm Inc.***
3.7	Bylaws of NovaDigm Acquisition, Inc. (TransDigm Inc.).***
3.8	Certificate of Incorporation, filed on March 28, 1994, of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.9	Certificate of Amendment, filed on May 18, 1994, of the Certificate of Incorporation of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.10	Certificate of Amendment, filed on May 24, 1994, of the Certificate of Incorporation of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.11	Bylaws of MPT Acquisition Corp. (Marathon Power Technologies Company).***
3.12	Amended and Restated Articles of Incorporation, filed on April 23, 1999, of ZMP, Inc.***
3.13	Amended and Restated Bylaws of ZMP, Inc.***
3.14	Articles of Incorporation, filed on July 30, 1986, of ARP Acquisition Corporation (Adams Rite Aerospace, Inc.).***
3.15	Certificate of Amendment, filed on September 12, 1986, of the Articles of Incorporation of ARP Acquisition Corporation (Adams Rite Aerospace, Inc.).***
3.16	Certificate of Amendment, filed on January 27, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (Adams Rite Aerospace, Inc.).***
3.17	Certificate of Amendment, filed on December 31, 1992, of the Articles of Incorporation of Adams Rite Products, Inc. (Adams Rite Aerospace, Inc.).***
3.18	Certificate of Amendment, filed on August 11, 1997, of the Articles of Incorporation of Adams Rite Sabre International, Inc. (Adams Rite Aerospace, Inc.).***

3.19	Amended and Restated Bylaws of Adams Rite Aerospace, Inc.***
3.20	Certificate of Incorporation, filed on April 16, 2001, of Aviation Acquisition Corporation (Champion Aerospace Inc.).****
3.21	Certificate of Amendment, filed on June 1, 2001, to the Certificate of Incorporation of Aviation Acquisition Corporation (Champion Aerospace Inc.).****
3.22	Bylaws of Aviation Acquisition Corporation (Champion Aerospace Inc.).****
3.23	Articles of Incorporation, filed on December 6, 1929, of McColpin—Christie Electric Corporation, LTD. (Christie Electric Corp.).****
3.24	Certificate of Amendment, filed on November 3, 1947, of the Articles of Incorporation of McColpin—Christie Corporation, LTD.****
3.25	Certificate of Amendment, file on May 26, 1952, of the Articles of Incorporation of McColpin—Christie Corporation, LTD.****
3.26	Certificate of Amendment, file on May 1, 1956, of the Articles of Incorporation of McColpin—Christie Corporation, LTD.****
3.27	Certificate of Amendment, filed on May 1, 1979, of the Articles of Incorporation of Christie Electric Corp.****
3.28	Certificate of Ownership, filed on April 16, 1985, of Christie Electric Corp.****
3.29	Certificate of Amendment, filed on September 29, 1993, of the Articles of Incorporation of Christie Electric Corp.****
3.30	Bylaws of Christie Electric Corp.****
4.1	Indenture, dated as of July 22, 2003, among TD Funding Corporation, TD Acquisition Corporation, the Guarantors named therein, and The Bank of New York, as trustee.
4.2	Form of 83/8% Senior Subordinated Notes due 2011.
4.3	Registration Rights Agreement, dated July 22, 2003, among TransDigm Inc., TransDigm Holding Company, the Guarantors named therein and Credit Suisse First Boston LLC, as representative of the initial purchasers named therein.
4.4	Exchange Agent Agreement, among TransDigm Inc., the Guarantors named therein, and the Bank of New York, as Exchange Agent.+
5.1	Opinion of Willkie Farr & Gallagher LLP.+
5.2	Opinion of Willkie Farr & Gallagher LLP with respect to certain tax matters.+
10.1	Stockholders' Agreement, dated as of July 22, 2003, by and among TD Holding Corporation, Warburg Pincus Private Equity VIII, L.P., the other institutional investors whose names and addresses are set forth on Schedule I thereto and the employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are set forth on Schedule II thereto.
10.2	Management Stockholders' Agreement, dated as of July 22, 2003, by and among TD Holding Corporation, Warburg Pincus Private Equity VIII, L.P. and the employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are set forth on Schedule I thereto.
10.3	Registration Rights Agreement, dated as of July 22, 2003, among the institutional investors whose names and addresses are set forth on Schedule I thereto, the employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are set forth on Schedule II thereto and TD Holding Corporation.

10.4	Employment Agreement, dated as of June 6, 2003, by and between W. Nicholas Howley and TransDigm Holding Company.
10.5	TD Holding Corporation 2003 Stock Option Plan.
10.6	Amendment No. 1 to TD Holding Corporation 2003 Stock Option Plan.
10.7	TD Holding Corporation 2003 Rollover Deferred Compensation and Phantom Stock Unit Plan.
10.8	TD Holding Corporation 2003 Management Deferred Compensation and Phantom Stock Unit Plan.
10.9	Form of Management Option Agreement, among TD Holding Corporation and certain executives regarding the rollover options granted to such executives.
10.10	Form of Management Option Agreement, among TD Holding Corporation and certain executives regarding the time vested options granted to such executives.
10.11	Form of Management Option Agreement, among TD Holding Corporation and certain executives regarding the performance vested options granted to such executives.
10.12	Demand Promissory Note, dated as of July 22, 2003, of TransDigm Holding Company issued to TransDigm Inc.
10.13	Credit Agreement, dated as of July 22, 2003, among TD Acquisition Corporation, TD Funding Corporation, the Lenders as defined therein and Credit Suisse First Boston, as administrative agent and collateral agent.
10.14	Guarantee and Collateral Agreement, dated as of July 22, 2003, among TD Funding Corporation, TD Acquisition Corporation, the Subsidiaries Guarantors (as defined therein) and Credit Suisse First Boston, as collateral agent.
10.15	Tax Sharing Agreement, dated as of July 22, 2003, by and among TD Holding Corporation, TransDigm Holding Company, TransDigm Inc., and such direct and indirect subsidiaries of TD Holding Corporation that are listed on Exhibit A thereto.
12.1	Statement Regarding Computation of Ratio of Earnings to Fixed Ratio.
21.1	Subsidiaries of TransDigm Inc.*****
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Ernst & Young.
24.1	Power of Attorney with respect to TransDigm Holding Company (included in the signature pages hereto).
24.2	Power of Attorney with respect to TransDigm Inc. (included in the signature pages hereto).
24.3	Power of Attorney with respect to Champion Aerospace Inc. (included in the signature pages hereto).
24.4	Power of Attorney with respect to Marathon Power Technologies Company (included in the signature pages hereto).
24.5	Power of Attorney with respect to ZMP, Inc. (included in the signature pages hereto).
24.6	Power of Attorney with respect to Adams Rite Aerospace, Inc. (included in the signature pages hereto).
24.7	Power of Attorney with respect to Christie Electric Corp. (included in the signature pages hereto).

25.1	Statement of Eligibility of Trustee.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Clients.
99.4	Form of Letter to Nominees.

*	Incorporated by reference to the Registrants' Form 8-K filed July 30, 2003 (File No. 333-71397).
**	Incorporated by reference to the Registrants' Form 10-Q filed May 11, 2001 (File No. 1631079).
***	Incorporated by reference to the Registrants' Form S-4 filed January 29, 1999 (File No. 333-71397), as amended by Amendment No. 1, filed February 5, 1999, Amendment No. 2, filed March 24, 1999, and Amendment No. 3, filed April 23, 1999.
****	Incorporated by reference the Registrants' Form S-4 filed June 28, 2002 (File No. 333-91574), as amended by Amendment No. 1, filed July 19, 2002.
*****	Incorporated by reference to the Registrants' Form 10-K filed December 20, 2002 (File No. 333-71397).
+	To be submitted with a subsequent filing.

QuickLinks

SCHEDULE A
TABLE OF CONTENTS
NOTICE TO INVESTORS
NOTICE TO NEW HAMPSHIRE RESIDENTS
INDUSTRY AND MARKET DATA
FORWARD-LOOKING STATEMENTS
PROSPECTUS SUMMARY
Overview
Our Products
Competitive Strengths
Business Strategy
Industry and Market Overview
Recent Developments
The Transactions
Warburg Pincus LLC
THE EXCHANGE OFFER
SUMMARY OF THE TERMS OF THE EXCHANGE NOTES
Regulatory Approvals
Risk Factors
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
RISK FACTORS
Risks Relating to the Notes
Risks Associated with the Exchange Offer
Risks Relating to Our Business
USE OF PROCEEDS
THE EXCHANGE OFFER
CAPITALIZATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
TransDigm Holding Company Unaudited Pro Forma Consolidated Statement of Operations Thirty-Nine Weeks Ended June 28, 2003 (in thousands)
TransDigm Holding Company Unaudited Pro Forma Consolidated Statement of Operations Twelve Months Ended September 30, 2002 (in thousands)
TransDigm Holding Company Unaudited Pro Forma Consolidated Statement of Operations Thirty-Nine Weeks Ended June 29, 2002 (in thousands)
TransDigm Holding Company Notes to Unaudited Pro Forma Consolidated Statements of Operations
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Fiscal year ended September 30, 2002 compared with fiscal year ended September 30, 2001.
Fiscal year ended September 30, 2001 compared with fiscal year ended September 30, 2000.
BUSINESS
MANAGEMENT
Executive Compensation
Summary Compensation Table
Option Grants in Fiscal Year Ended September 30, 2002
Aggregated Option/SAR Exercises In Last Fiscal Year And Fiscal Year-End Option/SAR Values
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
THE TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF THE NEW SENIOR SECURED CREDIT FACILITIES
DESCRIPTION OF THE EXCHANGE NOTES
BOOK-ENTRY, DELIVERY AND FORM
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
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WHERE YOU CAN FIND INFORMATION
INDEX TO FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
TRANSDIGM HOLDING COMPANY CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2002 AND 2001 (in thousands)
TRANSDIGM HOLDING COMPANY CONSOLIDATED STATEMENTS OF INCOME (in thousands)
TRANSDIGM HOLDING COMPANY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY (in thousands)
TRANSDIGM HOLDING COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
TRANSDIGM HOLDING COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2002 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2001 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED SEPTEMBER 30, 2002 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED SEPTEMBER 30, 2001 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED SEPTEMBER 30, 2000 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2002 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2001 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2000 (in thousands)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands of Dollars) (Unaudited)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In Thousands of Dollars) (Unaudited)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY (In Thousands of Dollars) (Unaudited)
TRANSDIGM HOLDING COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of Dollars) (Unaudited)
TRANSDIGM HOLDING COMPANY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS THIRTEEN AND THIRTY-NINE WEEKS ENDED JUNE 28, 2003 AND JUNE 29, 2002 (UNAUDITED)
INDEPENDENT AUDITORS' REPORT
TRANSDIGM HOLDING COMPANY VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000 (in thousands)
REPORT OF INDEPENDENT AUDITORS
FEDERAL-MOGUL AVIATION, INC. STATEMENTS OF OPERATIONS (thousands of dollars)
FEDERAL-MOGUL AVIATION, INC. BALANCE SHEETS (thousands of dollars)
FEDERAL-MOGUL AVIATION, INC. STATEMENTS OF CASH FLOWS (thousands of dollars)
FEDERAL-MOGUL AVIATION, INC. NOTES TO FINANCIAL STATEMENTS
FEDERAL-MOGUL AVIATION, INC. BALANCE SHEETS (in thousands)
FEDERAL-MOGUL AVIATION, INC. STATEMENTS OF OPERATIONS (in thousands) (unaudited)
FEDERAL-MOGUL AVIATION, INC. STATEMENTS OF CASH FLOWS (in thousands) (unaudited)
FEDERAL-MOGUL AVIATION, INC. NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2001 AND DECEMBER 31, 2000 AND FOR THE THIRTEEN-WEEK PERIODS ENDED MARCH 31, 2001 AND 2000
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-2.3

EXHIBIT 2.3

AGREEMENT AND PLAN OF MERGER

BETWEEN

TRANSDIGM INC.

AND

TD FUNDING CORPORATION

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2003 (this “Agreement”), by and between TransDigm Inc., a Delaware corporation (“TransDigm”), and TD Funding Corporation, a Delaware corporation (“TD Funding”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of TransDigm and TD Funding have each (i) determined that it is advisable and in the best interests of their respective stockholders that TD Funding merge with and into TransDigm upon the terms and subject to the conditions herein set forth and (ii) approved the Merger (as hereinafter defined) and adopted this Agreement;

WHEREAS, the Board of Directors of TransDigm and TD Funding have each recommended approval of the Merger and this Agreement by their respective stockholders; and

WHEREAS, TD Acquisition Corporation, a Delaware corporation and, as of the date hereof, the sole stockholder of TD Funding (“TD Acquisition”), and TransDigm Holding Company, a Delaware corporation and the sole stockholder of TransDigm (“TransDigm Holding”), have each duly adopted and approved this Agreement and the Merger and directed that this Agreement be executed by an officer of TD Funding or TransDigm, as the case may be;

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto agree as follows:

ARTICLE 1:     Merger.  Upon the time set forth in the Certificate of Merger that will be filed with the Secretary of State of the State of Delaware (the “Effective Time”), TD Funding shall be merged with and into TransDigm (the “Merger”), and TransDigm shall be the entity surviving the Merger (TransDigm as the surviving entity in the Merger is sometimes hereinafter referred to as the “Surviving Entity”); provided, however, that the Certificate of Merger shall not be filed, and the Merger shall not become effective, unless and until the merger of TD Acquisition with and into TransDigm Holding shall have occurred and become effective under the Delaware General Corporation Law (the “DGCL”).

ARTICLE 2:     Governing Document, Board of Directors and Officers.

(a)           Certificate of Incorporation; Bylaws.  The Certificate of Incorporation and Bylaws of TransDigm, as in effect immediately before the Effective Time, shall be the

Certificate of Incorporation and Bylaws of the Surviving Entity until thereafter amended as provided by law and such Certificate of Incorporation and Bylaws.

(b)           Board of Directors; Officers.  The Board of Directors of TransDigm immediately before the Effective Time shall be the Board of Directors of the Surviving Entity, and the officers of TransDigm immediately before the Effective Time shall be the officers of the Surviving Entity, in each case, until the earlier of their death, resignation or removal or until their respective successors are duly elected and qualified in the manner provided in the Certificate of Incorporation and Bylaws of the Surviving Entity and in accordance with applicable law.

ARTICLE 3:     Name.  The name of the Surviving Entity shall be:  “TransDigm Inc.”

ARTICLE 4:     Effect of Merger on Stock of TD Funding.  Each share of common stock, par value $0.01 per share, of TD Funding (the “TD Funding Common Stock”), issued and outstanding immediately before the Effective Time shall be canceled and extinguished and shall cease to exist, and no cash, stock of TransDigm or other consideration shall be delivered or deliverable in exchange therefor.  Each share of TD Funding Common Stock held in the treasury of TD Funding immediately before the Effective Time shall automatically be cancelled and extinguished and shall cease to exist, and no cash, stock of TransDigm or other consideration shall be delivered or deliverable in exchange therefor.

ARTICLE 5:     Effect of Merger on Stock of TransDigm.  The merger shall have no effect on the capital stock of TransDigm and each issued and outstanding share of capital stock of TransDigm outstanding immediately before the Effective Time shall thereafter remain outstanding and shall represent one duly and validly issued and fully paid and non-assessable share of capital stock of the Surviving Entity.

ARTICLE 6:     Effect of the Merger.  At the Effective Time, the effect of the Merger shall be as provided in Section 259 of the DGCL.  Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of TD Funding and TransDigm shall vest in the Surviving Entity, and all debts, liabilities and duties of TD Funding and TransDigm shall become the debts, liabilities and duties of the Surviving Entity.

ARTICLE 7.      Approval.  This Agreement has been duly submitted and approved by (i) TD Acquisition as the sole stockholder of TD Funding as of the date hereof and (ii) TransDigm Holding as the sole stockholder of TransDigm, in each case, in the manner prescribed by the provisions of the DGCL and the organizational documents of TD Funding or TransDigm, as the case may be.

ARTICLE 8.      Further Assurances; Authorization.  If, at any time after the Effective Time, the Surviving Entity shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity its right, title or interest in, to or under any of the rights, properties or assets of TD Funding and TransDigm acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Merger or otherwise to carry out

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this Agreement, the Board of Directors and officers of the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of TD Funding and TransDigm, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of TD Funding and TransDigm, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.

ARTICLE 9.      Miscellaneous.

(a)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State without regard to its conflicts of laws principles or rules.

(b)Section Headings.  The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

(c)           Severability.  If any term or provision hereof is found to be unlawful, invalid, or unenforceable for any reason whatsoever, and such illegality, invalidity, or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the invalid or unenforceable part had not been included.

(d)           Waivers/Amendment.The rights of each of the parties hereunder shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing.  Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.  Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right.  No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.  This Agreement may not be amended, modified, superseded, cancelled, renewed or extended, except by a written instrument signed by all parties hereto.

(e)           Counterparts. This Agreement may be executed in one or more counterparts, each of which will constitute an original document, and all of which will be taken together as one agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Merger Agreement as of the date first above written.

TRANSDIGM INC., a Delaware corporation
By:		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Chief Executive Officer
TD FUNDING CORPORATION, a Delaware corporation
By:	/s/ Gregory Rufus
	Name: Gregory Rufus
	Title: Vice President

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EX-3.1

EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

TRANSDIGM HOLDING COMPANY

* * * * * * * *

ARTICLE I

The name of the corporation (the “Corporation”) is:

TransDigm Holding Company

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.  The name of the registered agent of the Corporation at such address is Corporation Service Company, in the county of New Castle.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 900,000 shares of Common Stock, having a par value of $0.01 per share.  Each holder of Common Stock shall be entitled to one vote for each share held.

ARTICLE V

In furtherance and not in limitation of the powers conferred by statute, the by-laws of the Corporation may be made, altered, amended or repealed by the stockholders or by a majority of the entire board of directors of the Corporation (the “Board”).

ARTICLE VI

Elections of directors need not be by written ballot.

ARTICLE VII

(a)  The Corporation shall indemnify to the fullest extent permitted under and in accordance with the laws of the State of Delaware any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of

the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b)  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity by the Corporation for such expenses which the Court of Chancery or such other court shall deem proper.

(c)  Expenses incurred in defending a civil or criminal action, suit or proceeding shall (in the case of any action, suit or proceeding against a director of the Corporation) or may (in the case of any action, suit or proceeding against an officer, trustee, employee or agent of the Corporation) be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board upon receipt of an undertaking by or on behalf of a person so indemnified to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VII.

(d)  The indemnification and other rights set forth in this Article VII shall not be exclusive of any provisions with respect thereto in the by-laws of the Corporation or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation.

(e)  Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring before such amendment, repeal or adoption of an inconsistent provision or in respect of any cause of action,

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suit or claim relating to any such matter which would have given rise to a right of indemnification or right to the reimbursement of expenses pursuant to this Article VII if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.

(f)  No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director:

(i)  for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

(ii)  for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii)  under Section 174 of the General Corporation Law of the State of Delaware; or

(iv)  for any transaction from which the director derived an improper personal benefit.

If the General Corporation Law of the State of Delaware is amended after the date hereofto authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

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EX-3.3

EXHIBIT 3.3

BYLAWS

OF

TD ACQUISITION CORPORATION

ARTICLE I.
OFFICES.

The registered office of TD ACQUISITION CORPORATION (the “Corporation”) shall be located in the state of Delaware and shall be at such address as shall be set forth in the Certificate of Incorporation. The registered agent of the Corporation at such address shall be as set forth in the Certificate of Incorporation.  The Corporation may also have such other offices at such other places, within or without the State of Delaware, as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II.
STOCKHOLDERS.

Section 1.        Annual Meeting.  The annual meeting of stockholders for the election of directors and the transaction of any other business shall be held on such date and at such time and in such place, either within or without the State of Delaware, as shall from time to time be designated by the Board of Directors.  At the annual meeting any business may be transacted and any corporate action may be taken, whether stated in the notice of meeting or not, except as otherwise expressly provided by statute or the Certificate of Incorporation.

Section 2.        Special Meetings.  Special meetings of the stockholders for any purpose may be called at any time by the Board of Directors, or by the President, and shall be called by the President at the request of the holders of at least 20% of the outstanding shares of capital stock entitled to vote.  Special meetings shall be held at such place or places within or without the State of Delaware as shall from time to time be designated by the Board of Directors.  At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

Section 3.        Notice of Meetings.  Written notice of the time and place of any stockholder’s meeting, whether annual or special, shall be given to each stockholder entitled to vote thereat, by personal delivery or by mailing the same to him at his address as the same appears upon the records of the Corporation at least ten (10) days but not more than sixty (60) days before the day of the meeting.  Notice of any adjourned meeting need not be given except by announcement at the meeting so adjourned, unless otherwise ordered in connection with such adjournment.  Such further notice, if any, shall be given as may be required by law.

Section 4.        Quorum.  Any number of stockholders, together holding at least a majority of the capital stock of the Corporation issued and outstanding and entitled to vote, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of all business, except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws.

Section 5.        Adjournment of Meetings.  If less than a quorum shall attend at the time for which a meeting shall have been called, the meeting may adjourn from time to time by a majority vote of the stockholders present or represented by proxy and entitled to vote without notice other than by announcement at the meeting until a quorum shall attend.  Any meeting at which a quorum is present may also be adjourned in like manner and for such time or upon such call as may be determined by a majority vote of the stockholders present or represented by proxy and entitled to vote.  At any adjourned meeting at which a quorum shall be present, any business may be transacted and any corporate action may be taken which might have been transacted at the meeting as originally called.

Section 6.        Voting List.  The Secretary shall prepare and make, at least ten (10) days before every election of directors, a complete list of the stockholders entitled to vote, arranged in alphabetical order and showing the address of each stockholder and the number of shares of each stockholder.  Such list shall be open at the place where the election is to be held for said ten (10) days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder who may be present.

Section 7.        Voting.  Each stockholder entitled to vote at any meeting may vote either in person or by proxy, but no proxy shall be voted on or after three years from its date, unless said proxy provides for a longer period.  Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote shall at every meeting of the stockholders be entitled to one vote for each share of stock registered in his name on the record of stockholders.  At all meetings of stockholders all matters, except as otherwise provided by statute, shall be determined by the affirmative vote of the majority of shares present in person or by proxy and entitled to vote on the subject matter.  Voting at meetings of stockholders need not be by written ballot.

Section 8.        Record Date of Stockholders.  The Board of Directors is authorized to fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purposes, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after such record date fixed as aforesaid.

Section 9.        Action Without Meeting.  Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of

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votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 10.      Conduct of Meetings.  The Chairman of the Board of Directors, or if there be none, or in the Chairman’s absence, the President shall preside at all regular or special meetings of stockholders.  To the maximum extent permitted by law, such presiding person shall have the power to set procedural rules, including but not limited to rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of such meetings.

ARTICLE III.

DIRECTORS.

Section 1.        Number and Qualifications:  The board of directors shall consist initially of such number of directors as is set forth in the Statement of the Sole Incorporator, and thereafter shall consist of such number as may be fixed from time to time by resolution of the Board.  The directors need not be stockholders.

Section 2.        Election of Directors:  The directors shall be elected by the stockholders at the annual meeting of stockholders.

Section 3.        Duration of Office:  The directors chosen at any annual meeting shall, except as hereinafter provided, hold office until the next annual election and until their successors are elected and qualify.

Section 4.        Removal and Resignation of Directors:  Except as set forth in the Certificate of Incorporation of the Corporation, as such certificate may be amended by any Certificates of Designation filed by the Corporation, any director may be removed from the Board of Directors, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote, either by written consent or consents or at any special meeting of the stockholders called for that purpose, and the office of such director shall forthwith become vacant.

Any director may resign at any time.  Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein.

Section 5.        Filling of Vacancies:  Any vacancy among the directors, occurring from any cause whatsoever, may be filled by a majority of the remaining directors, though less than a quorum, provided, however, that the stockholders removing any director may at the same meeting fill the vacancy caused by such removal, and provided further, that if the directors fail to fill any such vacancy, the stockholders may at any special meeting called for that purpose fill

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such vacancy.  In case of any increase in the number of directors, the additional directors may be elected by the directors in office before such increase.

Any person elected to fill a vacancy shall hold office, subject to the right of removal as hereinbefore provided, until the next annual election and until his successor is elected and qualifies.

Section 6.        Regular Meetings:  The Board of Directors shall hold an annual meeting for the purpose of organization and the transaction of any business immediately after the annual meeting of the stockholders, provided a quorum of directors is present.  Other regular meetings may be held at such times as may be determined from time to time by resolution of the Board of Directors.

Section 7.        Special Meetings:  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, if any, or by the President or by any two directors.

Section 8.        Notice and Place of Meetings:  Meetings of the Board of Directors may be held at the principal office of the Corporation, or at such other place as shall be stated in the notice of such meeting.  Notice of any special meeting, and, except as the Board of Directors may otherwise determine by resolution, notice of any regular meeting also, shall be mailed to each director addressed to him at his residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or if sent to him at such place by facsimile, telegraph or cable, or delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.  No notice of the annual meeting of the Board of Directors shall be required if it is held immediately after the annual meeting of the stockholders and if a quorum is present.

Section 9.        Business Transacted at Meetings, etc.:  Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board of Directors at which a quorum shall be present, whether such business or proposed action be stated in the notice of such meeting or not, unless special notice of such business or proposed action shall be required by statute.

Section 10.      Quorum:  A majority of the Board of Directors at any time in office shall constitute a quorum.  At any meeting at which a quorum is present, the vote of a majority of the members present shall be the act of the Board of Directors unless the act of a greater number is specifically required by law or by the Certificate of Incorporation or these By-laws.  The members of the Board shall act only as the Board and the individual members thereof shall not have any powers as such.

Section 11.      Compensation:  The directors shall not receive any stated salary for their services as directors, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall preclude any director from serving the Corporation in any other capacity, as an officer, agent or otherwise, and receiving compensation therefor.

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Section 12.      Action Without a Meeting:  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee.

Section 13.      Meetings Through Use of Communications Equipment:  Members of the Board of Directors, or any committee designated by the Board of Directors, shall, except as otherwise provided by law, the Certificate of Incorporation or these By-laws, have the power to participate in a meeting of the Board of Directors, or any committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

ARTICLE IV.

COMMITTEES.

Section 1.        Executive Committee:  The Board of Directors may, by resolution passed by a majority of the whole Board, designate two or more of their number to constitute an Executive Committee to hold office at the pleasure of the Board, which Committee shall, during the intervals between meetings of the Board of Directors, have and exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, subject only to such restrictions or limitations as the Board of Directors may from time to time specify, or as limited by the Delaware Corporation Law, and shall have power to authorize the seal of the Corporation to be affixed to all papers which may require it.

Any member of the Executive Committee may be removed at any time, with or without cause, by a resolution of a majority of the whole Board of Directors.

Any person ceasing to be a director shall ipso facto cease to be a member of the Executive Committee.

Any vacancy in the Executive Committee occurring from any cause whatsoever may be filled from among the directors by a resolution of a majority of the whole Board of Directors.

Section 2.        Other Committees:  Other committees, whose members need not be directors, may be appointed by the Board of Directors or the Executive Committee, which committees shall hold office for such time and have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors or the Executive Committee.

Any member of such a committee may be removed at any time, with or without cause, by the Board of Directors or the Executive Committee.  Any vacancy in a committee occurring from any cause whatsoever may be filled by the Board of Directors or the Executive Committee.

Section 3.        Resignation:  Any member of a committee may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective unless so specified therein.

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Section 4.        Quorum:  A majority of the members of a committee shall constitute a quorum.  The act of a majority of the members of a committee present at any meeting at which a quorum is present shall be the act of such committee.  The members of a committee shall act only as a committee, and the individual members thereof shall not have any powers as such.

Section 5.        Record of Proceedings, etc.:  Each committee shall keep a record of its acts and proceedings, and shall report the same to the Board of Directors when and as required by the Board of Directors.

Section 6.        Organization, Meetings, Notices, etc.:  A committee may hold its meetings at the principal office of the Corporation, or at any other place which a majority of the committee may at any time agreed upon.  Each committee may make such rules as it may deem expedient for the regulation and carrying on of its meetings and proceedings.  Unless otherwise ordered by the Executive Committee, any notice of a meeting of such committee may be given by the Secretary of the Corporation or by the chairman of the committee and shall be sufficiently given if mailed to each member at his residence or usual place of business at least two (2) days before the day on which the meeting is to be held, or if sent to him at such place by facsimile, telegraph or cable, or delivered personally or by telephone not later than twenty-four (24) hours before the time at which the meeting is to be held.

Section 7.        Compensation:  The members of any committee shall be entitled to such compensation as may be allowed them by resolution of the Board of Directors.

ARTICLE V.

OFFICERS.

Section 1.        Number:  The officers of the Corporation shall be a President and a Secretary and such other officers as may be appointed in accordance with the provisions of this Article V.  The Board of Directors in its discretion may also elect a Chairman of the Board of Directors.

Section 2.        Election, Term of Office and Qualifications: The officers, except as provided in Section 3 of this Article V, shall be chosen annually by the Board of Directors.  Each such officer shall, except as herein otherwise provided, hold office until his successor shall have been chosen and shall qualify.  The Chairman of the Board of Directors, if any, and the President shall be directors of the Corporation, and should any one of them cease to be a director, he shall ipso facto cease to be such officer.  Except as otherwise provided by law, any number of offices may be held by the same person.

Section 3.        Other Officers:  Other officers, including one or more vice-presidents, assistant secretaries, treasurer or assistant treasurers, may from time to time be appointed by the Board of Directors, which other officers shall have such powers and perform such duties as may be assigned to them by the Board of Directors or the officer or committee appointing them.

Section 4.        Removal of Officers:  Any officer of the Corporation may be removed from office, with or without cause, by a vote of a majority of the Board of Directors.

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Section 5.        Resignation:  Any officer of the Corporation may resign at any time.  Such resignation shall be in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary in order to make it effective, unless so specified therein.

Section 6.        Filling of Vacancies:  A vacancy in any office shall be filled by the Board of Directors or by the authority appointing the predecessor in such office.

Section 7.        Compensation:  The compensation of the officers shall be fixed by the Board of Directors, or by any committee upon whom power in that regard may be conferred by the Board of Directors.

Section 8.        Chairman of the Board of Directors:  The Chairman of the Board of Directors, if any, shall be a director and shall preside at all meetings of the stockholders and the Board of Directors, and shall have such power and perform such duties as may from time to time be assigned to him by the Board of Directors.

Section 9.        President:  In the absence of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors.  He shall have power to call special meetings of the stockholders or of the Board of Directors or of the Executive Committee at any time.  He shall be the chief executive officer of the Corporation, and shall have the general direction of the business, affairs and property of the Corporation, and of its several officers, and shall have and exercise all such powers and discharge such duties as usually pertain to the office of President.

Section 10.      Vice-Presidents:  The vice-president, or vice-presidents if there is more than one, shall, subject to the direction of the Board of Directors, at the request of the President or in his absence, or in case of his inability to perform his duties from any cause, perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President.  The vice-presidents shall also perform such other duties as may be assigned to them by the Board of Directors, and the Board of Directors may determine the order of priority among them.

Section 11.      Secretary:  The Secretary shall perform such duties as are incident to the office of Secretary, or as may from time to time be assigned to him by the Board of Directors, or as are prescribed by these By-laws.

Section 12.      Treasurer:  The Treasurer shall perform such duties and have powers as are usually incident to the office of Treasurer or which may be assigned to him by the Board of Directors.

ARTICLE VI.

CAPITAL STOCK.

Section 1.        Issue of Certificates of Stock:  Certificates of capital stock shall be in such form as shall be approved by the Board of Directors.  They shall be numbered in the order of their issue and shall be signed by the Chairman of the Board of Directors, the President or one of the vice-presidents, and the Secretary or an assistant secretary or the treasurer or an assistant

7

treasurer, and the seal of the Corporation or a facsimile thereof shall be impressed or affixed or reproduced thereon, provided, however, that where such certificates are signed by a transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the Corporation and a registrar, the signature of any such Chairman of the Board of Directors, President, vice-president, Secretary, assistant secretary, treasurer or assistant treasurer may be facsimile.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon have not ceased to be such officer or officers of the Corporation.

Section 2.        Registration and Transfer of Shares:  The name of each person owning a share of the capital stock of the Corporation shall be entered on the books of the Corporation together with the number of shares held by him, the numbers of the certificates covering such shares and the dates of issue of such certificates.  The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holders thereof in person, or by their duly authorized attorneys or legal representatives, on surrender and cancellation of certificates for a like number of shares, accompanied by an assignment or power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require.  A record shall be made of each transfer.

The Board of Directors may make other and further rules and regulations concerning the transfer and registration of certificates for stock and may appoint a transfer agent or registrar or both and may require all certificates of stock to bear the signature of either or both.

Section 3.        Lost, Destroyed and Mutilated Certificates:  The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of the certificates therefor.  The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give the Corporation a bond, in such sum not exceeding double the value of the stock and with such surety or sureties as they may require, to indemnify it against any claim that may be made against it by reason of the issue of such new certificate and against all other liability in the premises, or may remit such owner to such remedy or remedies as he may have under the laws of the State of Delaware.

ARTICLE VII.

DIVIDENDS, SURPLUS, ETC.

Section 1.        General Discretion of Directors:  The Board of Directors shall have power to fix and vary the amount to be set aside or reserved as working capital of the Corporation, or as reserves, or for other proper purposes of the Corporation, and, subject to the requirements of the Certificate of Incorporation, to determine whether any, if any, part of the surplus or net profits of

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the Corporation shall be declared as dividends and paid to the stockholders, and to fix the date or dates for the payment of dividends.

ARTICLE VIII.

MISCELLANEOUS PROVISIONS.

Section 1.        Fiscal Year:  The fiscal year of the Corporation shall commence on the first day of October and end on the last day of September.

Section 2.        Corporate Seal:  The corporate seal shall be in such form as approved by the Board of Directors and may be altered at their pleasure.  The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 3.        Notices:  Except as otherwise expressly provided, any notice required by these By-laws to be given shall be sufficient if given by depositing the same in a post office or letter box in a sealed postpaid wrapper addressed to the person entitled thereto at his address, as the same appears upon the books of the Corporation, or by sending via facsimile, telegraphing or cabling the same to such person at such addresses; and such notice shall be deemed to be given at the time it is mailed, sent via facsimile, telegraphed or cabled.

Section 4.        Waiver of Notice:  Any stockholder or director may at any time, by writing or by telegraph or by cable, waive any notice required to be given under these By-laws, and if any stockholder or director shall be present at any meeting his presence shall constitute a waiver of such notice.

Section 5.        Checks, Drafts, etc.:  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be designated by resolution of the Board of Directors.

Section 6.        Deposits:  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank or banks, trust companies or other depositories as the Board of Directors may select, and, for the purpose of such deposit, checks, drafts, warrants and other orders for the payment of money which are payable to the order of the Corporation, may be endorsed for deposit, assigned and delivered by any officer of the Corporation, or by such agents of the Corporation as the Board of Directors or the President may authorize for that purpose.

Section 7.        Voting Stock of Other Corporations:  Except as otherwise ordered by the Board of Directors or the Executive Committee, the President or the treasurer shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation of which the Corporation is a stockholder and to execute a proxy to any other person to represent the Corporation at any such meeting, and at any such meeting the President or the treasurer or the holder of any such proxy, as the case may be, shall possess and may exercise any and all rights and powers incident to ownership of such stock and which, as owner thereof, the Corporation might have possessed and exercised if present.  The Board of Directors or the Executive Committee may from time to time confer like powers upon any other person or persons.

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Section 8.        Indemnification of Officers and Directors:  The Corporation shall indemnify any and all of its directors or officers, including former directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of this Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware.

ARTICLE IX.

AMENDMENTS.

The Board of Directors shall have the power to make, rescind, alter, amend and repeal these By-laws, provided, however, that the stockholders shall have power to rescind, alter, amend or repeal any by-laws made by the Board of Directors, and to enact by-laws which if so expressed shall not be rescinded, altered, amended or repealed by the Board of Directors.  No change of the time or place for the annual meeting of the stockholders for the election of directors shall be made except in accordance with the laws of the State of Delaware.

*              *              *              *              *

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EX-4.1

EXHIBIT 4.1

TD FUNDING CORPORATION
to be merged with and into TRANSDIGM INC.,

TD ACQUISITION CORPORATION
to be merged with and into TRANSDIGM HOLDING COMPANY,

THE GUARANTORS named herein

and

THE BANK OF NEW YORK, as Trustee

INDENTURE

Dated as of July 22, 2003

8³/₈% Senior Subordinated Notes due 2011

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(i)(b)	7.10
	(ii)(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(iii)(c)	N.A.
312	(a)	2.05
	(b)	13.03
	(iv)(c)	13.03
313	(a)	7.06
	(b)(2)	7.07
	(v)(c)	7.06; 13.02
	(vi)(d)	7.06
314	(a)	4.03; 13.02
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	N.A.
	(f)	NA
315	(a)	7.01
	(b)	7.05, 13.02
	(A)(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
317	(a)(1)	6.08
	(a)(2)	6.09
318	(a)	13.01
	(b)	N.A.
	(c)	13.01

N.A. means not applicable.

*              This Cross-Reference Table is not part of the Indenture.

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Table of Contents

ARTICLE 1
Definitions and Incorporation by Reference
SECTION 1.01.	Definitions	8
SECTION 1.02.	Other Definitions	31
SECTION 1.03.	Trust Indenture Act Definitions	31
SECTION 1.04.	Rules of Construction	32
ARTICLE 2
The Notes
SECTION 2.01.	Form and Dating	32
SECTION 2.02.	Execution and Authentication	33
SECTION 2.03.	Registrar and Paying Agent	33
SECTION 2.04.	Paying Agent to Hold Money in Trust	34
SECTION 2.05.	Holder Lists	34
SECTION 2.06.	Transfer and Exchange	34
SECTION 2.07.	Replacement Notes	36
SECTION 2.08.	Outstanding Notes	36
SECTION 2.09.	Treasury Notes	37
SECTION 2.10.	Temporary Notes	37
SECTION 2.11.	Cancellation	37
SECTION 2.12.	Defaulted Interest	37
SECTION 2.13.	CUSIP or ISIN Numbers	38
SECTION 2.14.	Issuance of Additional Notes	38
ARTICLE 3
Redemption and Prepayment
SECTION 3.01.	Notices to Trustee	38
SECTION 3.02.	Selection of Notes to Be Redeemed	39
SECTION 3.03.	Notice of Redemption	39
SECTION 3.04.	Effect of Notice of Redemption	40
SECTION 3.05.	Deposit of Redemption Price	40
SECTION 3.06.	Notes Redeemed in Part	40
SECTION 3.07.	Optional Redemption	40
SECTION 3.08.	Mandatory Redemption; Open Market Purchases	41
SECTION 3.09.	Offer to Purchase by Application of Net Proceeds Offer Amount	41

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ARTICLE 4
Covenants
SECTION 4.01.	Payment of Notes	43
SECTION 4.02.	Maintenance of Office or Agency	44
SECTION 4.03.	Reports	44
SECTION 4.04.	Compliance Certificate	45
SECTION 4.05.	[Intentionally Omitted]	46
SECTION 4.06.	Stay, Extension and Usury Laws	46
SECTION 4.07.	Restricted Payments	46
SECTION 4.08.	Dividend and Other Payment Restrictions Affecting Subsidiaries	51
SECTION 4.09.	Incurrence of Indebtedness	52
SECTION 4.10.	Asset Sales	52
SECTION 4.11.	Transactions with Affiliates	54
SECTION 4.12.	Liens	55
SECTION 4.13.	Conduct of Business	56
SECTION 4.14.	Corporate Existence	56
SECTION 4.15.	Offer to Repurchase upon Change of Control	56
SECTION 4.16.	No Senior Subordinated Debt	57
SECTION 4.17.	Additional Guarantees	58
SECTION 4.18.	Limitation on Preferred Stock of Restricted Subsidiaries	58
ARTICLE 5
Successors
SECTION 5.01.	Merger, Consolidation, or Sale of Assets	58
SECTION 5.02.	Successor Corporation Substituted	59
ARTICLE 6
Defaults and Remedies
SECTION 6.01.	Events of Default	60
SECTION 6.02.	Acceleration	61
SECTION 6.03.	Other Remedies	62
SECTION 6.04.	Waiver of Past Defaults	62
SECTION 6.05.	Control by Majority	62
SECTION 6.06.	Limitation on Suits	62
SECTION 6.07.	Rights of Holders of Notes to Receive Payment	63
SECTION 6.08.	Collection Suit by Trustee	63
SECTION 6.09.	Trustee May File Proofs of Claim	63
SECTION 6.10.	Priorities	64
SECTION 6.11.	Undertaking for Costs	64

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ARTICLE 7
Trustee
SECTION 7.01.	Duties of Trustee	65
SECTION 7.02.	Rights of Trustee	66
SECTION 7.03.	Individual Rights of Trustee	67
SECTION 7.04.	Trustee’s Disclaimer	67
SECTION 7.05.	Notice of Defaults	67
SECTION 7.06.	Reports by Trustee to Holders of the Notes	67
SECTION 7.07.	Compensation and Indemnity	68
SECTION 7.08.	Replacement of Trustee	69
SECTION 7.09.	Successor Trustee by Merger, etc	70
SECTION 7.10.	Eligibility; Disqualification	70
SECTION 7.11.	Preferential Collection of Claims Against Company	70
ARTICLE 8
Legal Defeasance and Covenant Defeasance Section
SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	70
SECTION 8.02.	Legal Defeasance and Discharge	70
SECTION 8.03.	Covenant Defeasance	71
SECTION 8.04.	Conditions to Legal or Covenant Defeasance	71
SECTION 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	73
SECTION 8.06.	Satisfaction and Discharge	74
SECTION 8.07.	Repayment to Company	74
SECTION 8.08.	Reinstatement	74
SECTION 8.09.	Survival	75
ARTICLE 9
Amendment, Supplement and Waiver
SECTION 9.01.	Without Consent of Holders of Notes	75
SECTION 9.02.	With Consent of Holders of Notes	76
SECTION 9.03.	Compliance with Trust Indenture Act	78
SECTION 9.04.	Revocation and Effect of Consents	78
SECTION 9.05.	Notation on or Exchange of Notes	78
SECTION 9.06.	Trustee to Sign Amendments, etc	78

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ARTICLE 10
Subordination
SECTION 10.01.	Agreement to Subordinate	78
SECTION 10.02.	Liquidation, Dissolution, Bankruptcy	79
SECTION 10.03.	Default on Senior Debt of the Company	79
SECTION 10.04.	Acceleration of Payment of Notes	80
SECTION 10.05.	When Distribution Must Be Paid Over	80
SECTION 10.06.	Subrogation	80
SECTION 10.07.	Relative Rights	81
SECTION 10.08.	Subordination May Not Be Impaired by Company	81
SECTION 10.09.	Rights of Trustee and Paying Agent	81
SECTION 10.10.	Distribution or Notice to Representative	81
SECTION 10.11.	Not To Prevent Events of Default or Limit Right To Accelerate	82
SECTION 10.12.	Trust Moneys Not Subordinated	82
SECTION 10.13.	Trustee Entitled To Rely	82
SECTION 10.14.	Trustee To Effectuate Subordination	82
SECTION 10.15.	Trustee Not Fiduciary for Holders  of Senior Debt of the Company	83
SECTION 10.16.	Reliance by Holders of Senior Debt of the Company on Subordination Provisions	83
ARTICLE 11
Guarantees
SECTION 11.01.	Guarantees	83
SECTION 11.02.	Limitation on Liability	85
SECTION 11.03.	Successors and Assigns	85
SECTION 11.04.	No Waiver	85
SECTION 11.05.	Modification	85
SECTION 11.06.	Guarantors May Consolidate, etc	86
SECTION 11.07.	Release of Guarantor	88
SECTION 11.08.	Contribution	88
ARTICLE 12
Subordination of GuarantEes
SECTION 12.01.	Agreement To Subordinate	88
SECTION 12.02.	Liquidation, Dissolution, Bankruptcy	89
SECTION 12.03.	Default on Senior Debt of Guarantor	89
SECTION 12.04.	Demand for Payment	90
SECTION 12.05.	When Distribution Must Be Paid Over	90
SECTION 12.06.	Subrogation	90
SECTION 12.07.	Relative Rights	90

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SECTION 12.08.		Subordination May Not Be Impaired by Company	91
SECTION 12.09.		Rights of Trustee and Paying Agent	91
SECTION 12.10.		Distribution or Notice to Representative	91
SECTION 12.11.		Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment	91
SECTION 12.12.		Trustee Entitled To Rely	92
SECTION 12.13.		Trustee To Effectuate Subordination	92
SECTION 12.14.		Trustee Not Fiduciary for Holders of Senior Debt of Guarantor	92
SECTION 12.15.		Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions	92
ARTICLE 13
Miscellaneous
SECTION 13.01.		Trust Indenture Act Controls	93
SECTION 13.02.		Notices	93
SECTION 13.03.		Communication by Holders of Notes with Other Holders of Notes	94
SECTION 13.04.		Certificate and Opinion as to Conditions Precedent	94
SECTION 13.05.		Statements Required in Certificate or Opinion	95
SECTION 13.06.		Rules by Trustee and Agents	95
SECTION 13.07.		No Personal Liability of Directors, Officers, Employees and Stockholders	95
SECTION 13.08.		Governing Law	95
SECTION 13.09.		No Adverse Interpretation of Other Agreements	96
SECTION 13.10.		Successors	96
SECTION 13.11.		Severability	96
SECTION 13.12.		Counterpart Originals	96
SECTION 13.13.		Table of Contents, Headings, etc	96
APPENDIX AND EXHIBITS
	RULE 144A/REGULATION S APPENDIX
	Exhibit A	FORM OF INITIAL NOTE
	Exhibit B	FORM OF EXCHANGE NOTE

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INDENTURE dated as of July 22, 2003 among TD Funding Corporation, a Delaware corporation which will be merged with and into TransDigm Inc., a Delaware corporation, with TransDigm Inc. continuing as the surviving corporation (the “Company”), TD Acquisition Corporation, a Delaware corporation, which will be merged with and into TransDigm Holding Company, a Delaware corporation, with TransDigm Holding Company continuing as the surviving corporation (the “Parent”), the Guarantors (as herein defined) and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”).

The Company, the Parent, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.Definitions.

“10 ³/₈%Notes”means the $200,000,000 aggregate principal amount of 10 ³/₈% Senior Subordinated Notes due 2008 issued by TransDigm Inc. under the indenture dated as of December 3, 1998, as supplemented on April 23, 1999 and June 26, 2001, among TransDigm Inc., as issuer, the guarantors thereunder and State Street Bank and Trust Company, as trustee.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with or into the Company or any of its Subsidiaries or that is assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

“Additional Interest” means all additional interest then owing pursuant to Section 6 of the Registration Rights Agreement.

“Additional Notes” means, subject to the Company’s compliance with Section 4.03, 8³/₈% Senior Subordinated Notes Due 2011 issued from time to time after the Issue Date under the terms of this Indenture (other than pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private Exchange Notes issued pursuant to an exchange offer for other Notes outstanding under this Indenture).

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting

8

securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing. Notwithstanding the foregoing, no Person (other than the Company or any Subsidiary of the Company) in whom a Securitization Entity makes an Investment in connection with a Qualified Securitization Transaction shall be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such investment.

“Asset Acquisition” means (a) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company, or shall be merged with or into the Company or any Restricted Subsidiary of the Company, or (b) the acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person (other than a Restricted Subsidiary of the Company) other than in the ordinary course of business.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (including, without limitation, any Sale and Leaseback Transaction) to any Person other than the Company or a Restricted Subsidiary of the Company of:  (a) any Capital Stock of any Restricted Subsidiary of the Company or (b) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that Asset Sales or other dispositions shall not include (i) a transaction or series of related transactions for which the Company or its Restricted Subsidiaries receive aggregate consideration of less than $1.0 million, (ii) the sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Company as permitted by Section 5.01 hereof or any disposition that constitutes a Change of Control, (iii) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof, (iv) disposals or replacements of obsolete equipment in the ordinary course of business, (v) the sale, lease, conveyance, disposition or other transfer by the Company or any Restricted Subsidiary of assets or property to one or more Restricted Subsidiaries in connection with Investments permitted by Section 4.07 hereof or pursuant to any Permitted Investment, (vi) sales of accounts receivable, equipment and related assets (including, without limitation, contract rights) of the type specified in the definition of “Qualified Securitization Transaction” to a Securitization Entity for the fair market value thereof, including cash in an amount at least equal to 75% of the fair market value thereof as determined in accordance with GAAP (for the purposes of this clause (vi), Purchase Money Notes shall be deemed to be cash), (vii) dispositions of cash or Cash Equivalents; and (viii) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien).

“Bank Indebtedness” means all Obligations pursuant to the Credit Agreement.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

9

“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Legal Holiday.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock, of such Person and (ii) with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person.

“Capitalized Lease Obligations” means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means: (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any State of the United States of America or any political subdivision of any such State or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the three highest ratings obtainable from either S&P or Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank or by a bank organized under the laws of any foreign country recognized by the United States of America, in each case having at the date of acquisition thereof combined capital and surplus of not less than $250.0 million (or the foreign currency equivalent thereof); (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above; and (vi) investments in money market funds which invest substantially all their assets in securities of the types described in clauses (i) through (v) above.

“Change of Control” means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or Parent to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”), other than to the Company (in the case of the assets of

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Parent), the Permitted Holders or their Related Parties or any Permitted Group; (ii) the approval by the holders of Capital Stock of the Company, of any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions of this Indenture); (iii) any Person or Group (other than the Permitted Holders or their Related Parties or any Permitted Group) shall become the beneficial owner, directly or indirectly, of shares representing more than 40% of the total ordinary voting power represented by the issued and outstanding Capital Stock of the Company, Parent or TD Holding at a time when the Permitted Holders and their Related Parties in the aggregate own a lesser percentage of the total ordinary voting power represented by such issued and outstanding Capital Stock; or (iv) the first day on which a majority of the members of the Board of Directors of the Company or Parent are not Continuing Directors.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.

“Consolidated EBITDA” means, with respect to any Person, for any period, the sum (without duplication) of such Person’s (i) Consolidated Net Income; and (ii) to the extent Consolidated Net Income has been reduced thereby:  (A) all income taxes and foreign withholding taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period; (B) Consolidated Interest Expense; (C) Consolidated Non-cash Charges less any non-cash items increasing Consolidated Net Income for such period (other than normal accruals in the ordinary course of business), all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP; (D) any cash charges resulting from the Transactions that are incurred prior to the six month anniversary of the Issue Date; and (E) restructuring costs and acquisition integration costs and fees, including, without limitation, cash severance payments made in connection with acquisitions.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of Consolidated EBITDA of such Person during the four full fiscal quarters (the “Four-Quarter Period”) ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio for which internal financial statements are available (the “Transaction Date”) to Consolidated Fixed Charges of such Person for the Four-Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, “Consolidated EBITDA” and “Consolidated Fixed Charges” shall be calculated after giving effect on a pro forma basis for the period of such calculation to (i) the incurrence or repayment of any Indebtedness or the issuance of any Designated Preferred Stock of such Person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness or the issuance

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or redemption of other Preferred Stock (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business for working capital purposes pursuant to revolving credit facilities, occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such incurrence or repayment or issuance or redemption, as the case may be (and the application of the proceeds thereof), had occurred on the first day of the Four-Quarter Period; and (ii) any Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Indebtedness and also including any Consolidated EBITDA attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition and without regard to clause (iv) of the definition of Consolidated Net Income) occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence or assumption of any such Acquired Indebtedness) occurred on the first day of the Four-Quarter Period.  If such Person or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed Indebtedness as if such Person or any Restricted Subsidiary of such Person had directly incurred or otherwise assumed such other Indebtedness that was so guaranteed.

Furthermore, in calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:  (i) interest on outstanding Indebtedness determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the Transaction Date; and (ii) notwithstanding clause (i) of this paragraph, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company.  In addition, any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company as set forth in an Officers’ Certificate, to reflect operating expense reductions reasonably expected to result from any acquisition or merger.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:  (i) Consolidated Interest Expense; plus (ii) the product of (x) the amount of all cash dividend payments on any series of Preferred Stock of such Person times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated Federal, state and local income

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tax rate of such Person, expressed as a decimal (as estimated in good faith by the chief financial officer of the Company, which estimate shall be conclusive); plus (iii) the product of (x) the amount of all dividend payments on any series of Permitted Subsidiary Preferred Stock times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated Federal, state and local income tax rate of such Person, expressed as a decimal (as estimated in good faith by the chief financial officer of the Company, which estimate shall be conclusive); provided that with respect to any series of Preferred Stock that did not pay cash dividends during such period but that is eligible to pay cash dividends during any period prior to the maturity date of the Notes, cash dividends shall be deemed to have been paid with respect to such series of Preferred Stock during such period for purposes of this clause (iii).

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum of, without duplication, (i) the aggregate of all cash and non-cash interest expense with respect to all outstanding Indebtedness of such Person and its Restricted Subsidiaries, including the net costs associated with Interest Swap Obligations, for such period determined on a consolidated basis in conformity with GAAP, but excluding amortization or write-off of debt issuance costs, (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; and (iii) the interest component of Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Leverage Ratio”with respect to any Person as of any date of determination means, the ratio of (x) consolidated Indebtedness of such Person as of the end of the most recent fiscal quarter for which internal financial statements are available to (y) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive quarters for which internal financial statements are available, in each case with such pro forma adjustments to consolidated Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Fixed Charge Coverage Ratio.

“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP and without any deduction in respect of Preferred Stock dividends; provided that there shall be excluded therefrom to the extent otherwise included, without duplication:  (i) gains and losses from Asset Sales (without regard to the $1.0 million limitation set forth in the definition thereof) and the related tax effects according to GAAP; (ii) gains and losses due solely to fluctuations in currency values and the related tax effects according to GAAP; (iii) all extraordinary, unusual or non-recurring charges, gains and losses (including, without limitation, all restructuring costs, acquisition integration costs and fees, including cash severance payments made in connection with acquisitions, and any expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock), and the related tax effects according to GAAP; (iv) the net income (or loss) of any Person acquired in a pooling of interests transaction accrued prior to the date it becomes a Restricted Subsidiary of the Company or is merged or consolidated with or into the Company or any Restricted Subsidiary of the Company; (v) the net income (but not loss) of any Restricted Subsidiary of the Company to the extent that the declaration of

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dividends or similar distributions by that Restricted Subsidiary of the Company of that income is prohibited by contract, operation of law or otherwise; (vi) the net loss of any Person, other than a Restricted Subsidiary of the Company; (vii) the net income of any Person, other than a Restricted Subsidiary of the Company, except to the extent of cash dividends or distributions paid to the Company or a Restricted Subsidiary of the Company by such Person; (viii) in the case of a successor to the referent Person by consolidation or merger or as a transferee of the referent Person’s assets, any earnings of the successor corporation prior to such consolidation, merger or transfer of assets; (ix) any non-cash compensation charges and deferred compensation charges, including any arising from existing stock options resulting from any merger or recapitalization transaction, including the Transactions; provided, however, that Consolidated Net Income for any period shall be reduced by any cash payments made during such period by such Person in connection with any such deferred compensation, whether or not such reduction is in accordance with GAAP; and (x) inventory purchase accounting  adjustments and amortization and impairment charges resulting from other purchase accounting adjustments with respect to the Transactions and other acquisition transactions. For purposes of clause (iii)(v) of the first paragraph of Section 4.07 hereof, Consolidated Net Income shall be reduced by any cash dividends paid with respect to any series of Designated Preferred Stock.

“Consolidated Non-cash Charges” means, with respect to any Person, for any period, the aggregate depreciation, amortization and other non-cash charges, impairment and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges that require an accrual of or a reserve for cash payments for any future period other than accruals or reserves associated with mandatory repurchases of equity securities). For clarification purposes, purchase accounting adjustments with respect to inventory will be included in Consolidated Non-cash Charges.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company or Parent who (i) was a member of such Board of Directors on the Issue Date; or (ii) was nominated for election or elected to such Board of Directors by any of the Permitted Holders or with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the Credit Agreement dated as of the Issue Date among the Company, Parent, the lenders party thereto in their capacities as lenders thereunder, Credit Suisse First Boston, as joint bookrunner, joint lead arranger, administrative agent and collateral agent, Bank of America Securities LLC, as joint bookrunner and joint lead arranger, Bank of America, N.A., as syndication agent and UBS AG, Cayman Islands branch and General Electric Capital Corporation, as documentation agents, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such

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agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders.

“Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) and/or letters of credit or banker’s acceptances.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency values.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means any noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is designated as Designated Noncash Consideration pursuant to an Officers’ Certificate executed by the principal executive officer and the principal financial officer of the Company or such Restricted Subsidiary at the time of such Asset Sale.  Any particular item of Designated Noncash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents. At the time of receipt of any Designated Noncash Consideration, the Company shall deliver an Officers’ Certificate to the Trustee which shall state the fair market value of such Designated Noncash Consideration and shall state the basis of such valuation, which shall be a report of a nationally recognized investment banking, appraisal or accounting firm with respect to the receipt in one or a series of related transactions of Designated Noncash Consideration with a fair market value in excess of $10.0 million.

“Designated Preferred Stock” means Preferred Stock that is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate executed by the principal executive officer and the principal financial officer of the Company, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (iii)(w) of the first paragraph of Section 4.07 hereof.

“Designated Senior Debt” means (i) the Bank Indebtedness and (ii) any other Indebtedness constituting Senior Debt which, at the time of determination, has an aggregate principal amount of at least $25.0 million and is specifically designated in the instrument evidencing such Senior Debt as “Designated Senior Debt” by the Company.

“Disqualified Capital Stock” means with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is

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convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event, (i) matures or is mandatorily redeemable, (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Capital Stock, or (iii) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part; in each case on or prior to the final maturity date of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the final maturity date of the Notes shall not constitute Disqualified Capital Stock if:  (A) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described in Sections 4.10 and 4.15 hereof, respectively; and (B) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto. The amount of any Disqualified Capital Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Capital Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Capital Stock as reflected in the most recent internal financial statements of such Person.

“Domestic Restricted Subsidiary” means any direct or indirect Restricted Subsidiary of the Company that is incorporated under the laws of the United States of America, any State thereof or the District of Columbia.

“Equity Offering” means any offering of Qualified Capital Stock of Parent or the Company; provided that (i) in the event of an offering by Parent, Parent contributes to the capital of the Company the portion of the net cash proceeds of such offering necessary to pay the aggregate redemption price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to Section 3.07(b) hereof; and (ii) in the event such equity offering is not in the form of a public offering registered under the Securities Act, the proceeds received by the Company directly or indirectly from such offering are not less than $10.0 million.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Exchange Notes” has the meaning set forth in the Appendix hereto.

“fair market value” means, with respect to any asset or property, the price which could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair market value shall be determined by the Board of Directors of the Company acting reasonably and in good faith and shall be

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evidenced by a Board Resolution of the Board of Directors of the Company delivered to the Trustee.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Restricted Subsidiary.

“Four-Quarter Period” has the meaning specified in the definition of Consolidated Fixed Charge Coverage Ratio.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States of America, as in effect as of the Issue Date.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and for the payment of which the United States pledges its full faith and credit.

“Group” has the meaning specified in the definition of Change of Control.

“Guarantee” means (i) the guarantee of the Notes by Parent and the Domestic Restricted Subsidiaries of the Company in accordance with the terms of this Indenture; and (ii) the guarantee of the Notes by any Restricted Subsidiary required under the terms of Section 4.17 hereof.

“Guarantor” means Parent and any Restricted Subsidiary that incurs a Guarantee; provided that upon the release and discharge of Parent or such Restricted Subsidiary, as the case may be, from its Guarantee in accordance with Section 11.07 hereof, Parent or such Restricted Subsidiary, as the case may be, shall cease to be a Guarantor.

“Hedging Agreement” means any agreement with respect to the hedging of price risk associated with the purchase of commodities used in the business of the Company and its Restricted Subsidiaries, so long as any such agreement has been entered into in the ordinary course of business and not for purposes of speculation.

“Holder” means a Person in whose name a Note is registered.

“Indebtedness” means with respect to any Person, without duplication, (i) all Obligations of such Person for borrowed money, (ii) all Obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business), (v) all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, (vi) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (i) through (v) above and clause (viii) below, (vii) all

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Obligations of any other Person of the type referred to in clauses (i) through (vi) which are secured by any Lien on any property or asset of such Person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset and the amount of the Obligation so secured, (viii) all Obligations under Currency Agreements and interest swap agreements of such Person, and (ix) all Disqualified Capital Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.  For clarification purposes, the liability of the Company or any Restricted Subsidiary to make periodic payments to licensors in consideration for the license of patents and technical information under license agreements in existence on the Issue Date and any amount payable in respect of a settlement of disputes with respect to such payments thereunder shall not constitute Indebtedness.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock. For the purposes of calculating the amount of Indebtedness of a Securitization Entity outstanding as of any date, the face or notional amount of any interest in receivables or equipment that is outstanding as of such date shall be deemed to be Indebtedness but any such interests held by Affiliates of such Securitization Entity shall be excluded for purposes of such calculation.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Initial Notes” has the meaning set forth in the Appendix hereto.

“Interest Swap Obligations” means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

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“Investment” means, with respect to any Person, any direct or indirect loan or other extension of credit (including, without limitation, a guarantee) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any Person. “Investment” shall exclude extensions of trade credit by the Company and its Restricted Subsidiaries in accordance with normal trade practices of the Company or such Restricted Subsidiary, as the case may be. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Common Stock of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Restricted Subsidiary is no longer a Restricted Subsidiary of the Company (or, in the case of a Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary of the Company, such Restricted Subsidiary has a minority interest that is held by an Affiliate of the Company that is not a Restricted Subsidiary of the Company), the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Common Stock of such Restricted Subsidiary not sold or disposed of. Except as otherwise provided herein, the amount of an Investment shall be its fair market value at the time the Investment is made and without giving effect to subsequent changes in its fair market value.

“Issue Date” means the date hereof.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the principal corporate trust office of the Trustee is located or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

“Marketable Securities” means publicly traded debt or equity securities that are listed for trading on a national securities exchange and that were issued by a corporation whose debt securities are rated in one of the three highest rating categories by either S&P or Moody’s.

“Merger Agreement” means the agreement and plan of merger dated as of June 6, 2003, between TD Acquisition and TransDigm Holdings Company, as such agreement may be further amended so long as such amendments are not adverse to the Holders of the Notes.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred

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payment obligations when received in the form of cash or Cash Equivalents (other than the portion of any such deferred payment constituting interest) received by the Company or any of its Restricted Subsidiaries from such Asset Sale net of:  (i) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions and title and recording tax expenses); (ii) all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale; (iii) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale (iv) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale; and (v) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale.

“Notes” means, collectively, the Initial Notes, the Exchange Notes and the Private Exchange Notes, treated as a single class of securities, as amended or supplemented from time to time in accordance with the terms hereof, that are issued pursuant to this Indenture.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person (other than the Trustee), the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Sections 13.04 and 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Permitted Acquisition Payments” means, without duplication, the following payments and distributions: (i) payments on the Issue Date to holders of Parent’s common stock, holders of Parent’s preferred stock, holders of in-the-money stock options to acquire Parents’ common stock and the holder of the warrant to acquire Parents’ common stock pursuant to the Merger Agreement, (ii) payments required to defease the 10³/₈% Notes in accordance with the terms of the indenture governing those

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notes and (iii) the payment of transaction fees and expenses relating to the Transactions not in excess of $30.0 million in the aggregate.

“Permitted Business” means any business (including stock or assets) that derives a majority of its revenues from the business engaged in by the Company and its Restricted Subsidiaries on the Issue Date and/or activities that are reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date.

“Permitted Group” means any group of investors that is deemed to be a “person” (as such term is used in Section 13(d)(3) of the Exchange Act) by virtue of the Stockholders’ Agreements, as the same may be amended, modified or supplemented from time to time, provided that no single Person (together with its Affiliates), other than the Permitted Holders and their Related Parties, is the “beneficial owner” (as such term is used in Section 13(d) of the Exchange Act), directly or indirectly, of more than 50% of the voting power of the issued and outstanding Capital Stock of the Company, Parent or TD Holding (as applicable) that is “beneficially owned” (as defined above) by such group of investors.

“Permitted Holders” means Warburg Pincus Private Equity VIII, L.P., its Affiliates and any general or limited partners of Warburg Pincus Private Equity VIII, L.P. and any other shareholder of TD Holding on the Issue Date.

“Permitted Indebtedness” means, without duplication, each of the following:

(i)  Indebtedness under the Notes (other than any Additional Notes);

(ii)  Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to one or more Credit Facilities in an aggregate principal amount at any time outstanding not to exceed $455.0 million, less:  (A) the aggregate amount of Indebtedness of Securitization Entities at the time outstanding, (B) the amount of all mandatory principal payments actually made by the Company or any such Restricted Subsidiary since the Issue Date with the Net Cash Proceeds of an Asset Sale in respect of term loans under a Credit Facility (excluding any such payments to the extent refinanced at the time of payment), and (C) further reduced by any repayments of revolving credit borrowings under a Credit Facility with the Net Cash Proceeds of an Asset Sale that are accompanied by a corresponding commitment reduction thereunder; provided that the amount of Indebtedness permitted to be incurred pursuant to the Credit Facilities in accordance with this clause (ii) shall be in addition to any Indebtedness permitted to be incurred pursuant to the Credit Facilities in reliance on, and in accordance with, clauses (vii), (xiii), (xiv) and (xv) below;

(iii)  other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions therein;

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(iv)  Interest Swap Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or any of its Restricted Subsidiaries; provided that any Indebtedness to which any such Interest Swap Obligations correspond is otherwise permitted to be incurred under this Indenture; provided, further, that such Interest Swap Obligations are entered into, in the judgment of the Company, to protect the Company or any of its Restricted Subsidiaries from fluctuation in interest rates on its outstanding Indebtedness;

(v)  Indebtedness of the Company or any Restricted Subsidiary under Hedging Agreements and Currency Agreements;

(vi)  the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any such Restricted Subsidiaries; provided, however, that: (a) if the Company is the obligor on such Indebtedness and the payee is a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes and (b) (1) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof (other than by way of granting a Lien permitted under this Indenture or in connection with the exercise of remedies by a secured creditor) shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi);

(vii)  Indebtedness (including Capitalized Lease Obligations) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any person owning such assets) in an aggregate principal amount outstanding not to exceed $10.0 million;

(viii)  Refinancing Indebtedness (other than Refinancing Indebtedness with respect to Indebtedness incurred pursuant to clause (ii) of this definition);

(ix)  guarantees by the Company and its Restricted Subsidiaries of each other’s Indebtedness; provided that such Indebtedness is permitted to be incurred under this Indenture; provided, further, that in the event such Indebtedness (other than Acquired Indebtedness) is incurred pursuant to the Consolidated Fixed Charge Coverage Ratio, such guarantees are by the Company or a Guarantor only;

(x)  Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of the Company, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross

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proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(xi)  obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business;

(xii)  the incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is non recourse to the Company or any Subsidiary of the Company (except for Standard Securitization Undertakings);

(xiii)  Indebtedness incurred by the Company or any of the Guarantors in connection with the acquisition of a Permitted Business; provided that on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof and the use of proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio of the Company would be greater than the Consolidated Fixed Charge Coverage Ratio of the Company immediately prior to the incurrence of such Indebtedness;

(xiv)  additional Indebtedness of the Company and the Guarantors in an aggregate principal amount which does not exceed $20.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under a Credit Facility);

(xv)  additional Indebtedness of the Foreign Restricted Subsidiaries in an aggregate principal amount which (when combined with the liquidation value of all series of outstanding Permitted Subsidiary Preferred Stock) does not exceed $15.0 million at any one time outstanding (which amount may, but need not, be incurred in whole or in part under a Credit Facility);

(xvi)  Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence; and

(xvii)  Indebtedness of the Company or any of its Restricted Subsidiaries represented by letters of credit for the account of the Company or such Restricted Subsidiary, as the case may be, issued in the ordinary course of business of the Company or such Restricted Subsidiary, including, without limitation, in order to provide security for workers’ compensation claims or payment obligations in connection with self-insurance or similar requirements in the ordinary course of business and other Indebtedness with respect to workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or any Restricted Subsidiary of the Company in the ordinary course of business.

For purposes of determining compliance with Section 4.09 hereof, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (i) through (xvii) above or is entitled to be

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incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of Section 4.09 hereof, the Company shall, in its sole discretion, divide and classify (or later redivide and reclassify) such item of Indebtedness in any manner that complies with Section 4.09 hereof. Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of Section 4.09 hereof.

“Permitted Investments” means: (i) Investments by the Company or any Restricted Subsidiary of the Company in any Restricted Subsidiary of the Company (other than a Restricted Subsidiary of the Company in which an Affiliate of the Company that is not a Restricted Subsidiary of the Company holds a minority interest) (whether existing on the Issue Date or created thereafter) or any other Person (including by means of any transfer of cash or other property) if as a result of such Investment such other Person shall become a Restricted Subsidiary of the Company (other than a Restricted Subsidiary of the Company in which an Affiliate of the Company that is not a Restricted Subsidiary of the Company holds a minority interest) or that will merge with or consolidate into the Company or a Restricted Subsidiary of the Company and Investments in the Company by the Company or any Restricted Subsidiary of the Company; (ii) investments in cash and Cash Equivalents; (iii) loans and advances (including payroll, travel and similar advances) to employees and officers of the Company and its Restricted Subsidiaries for bona fide business purposes (including to purchase Capital Stock of Parent or TD Holding) in an aggregate principal amount not to exceed $5.0 million at any one time outstanding; (iv) Currency Agreements, Hedging Agreements and Interest Swap Obligations entered into in the ordinary course of business and otherwise in compliance with this Indenture; (v) Investments in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade creditors or customers; (vi) Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.10 hereof; (vii) Investments existing on the Issue Date; (viii) accounts receivable created or acquired in the ordinary course of business; (ix) guarantees by the Company or a Restricted Subsidiary of the Company permitted to be incurred under this Indenture; (x) additional Investments having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause (x) that are at that time outstanding, not to exceed the greater of (A) $20.0 million and (B) 4% of the Company’s Total Assets; (xi) any Investment by the Company or a Subsidiary of the Company in a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the form of a Purchase Money Note or an equity interest; (xii) Investments the payment for which consists exclusively of Qualified Capital Stock of the Company; and (xiii) any Investment in any Person to the extent it consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business.

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“Permitted Subsidiary Preferred Stock” means any series of Preferred Stock of a Foreign Restricted Subsidiary that constitutes Qualified Capital Stock, the liquidation value of all series of which, when combined with the aggregate amount of outstanding Indebtedness of the Foreign Restricted Subsidiaries incurred pursuant to clause (xv) of the definition of Permitted Indebtedness, does not exceed $5.0 million.

“Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Private Exchange Notes” has the meaning set forth in the Appendix hereto.

“Productive Assets” means assets (including Capital Stock) that are used or usable by the Company and its Restricted Subsidiaries in Permitted Businesses.

“Purchase Money Note” means a promissory note of a Securitization Entity evidencing a line of credit, which may be irrevocable, from the Company or any Subsidiary of the Company in connection with a Qualified Securitization Transaction to a Securitization Entity, which note shall be repaid from cash available to the Securitization Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, and principal and amounts paid in connection with the purchase of newly generated receivables or newly acquired equipment.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to (i) a Securitization Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries); and (ii) any other Person (in the case of a transfer by a Securitization Entity), or may grant a security interest in any accounts receivable or equipment (whether now existing or arising or acquired in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable and equipment, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable and equipment, proceeds of such accounts receivable and equipment and other assets (including contract rights) which are customarily transferred or in respect of which security interests are customarily granted in connection with assets securitization transactions involving accounts receivable and equipment.

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue a

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security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means any Refinancing, modification, replacement, restatement, refunding, deferral, extension, substitution, supplement, reissuance or resale of existing or future Indebtedness (other than intercompany Indebtedness), including any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing or future Indebtedness as in effect at the time of issuance thereof (“Required Premiums”) and fees in connection therewith; provided that any such event shall not (i) directly or indirectly result in an increase in the aggregate principal amount of Permitted Indebtedness (except to the extent such increase is a result of a simultaneous incurrence of additional Indebtedness (A) to pay Required Premiums and related fees or (B) otherwise permitted to be incurred under this Indenture); and (ii) create Indebtedness with a Weighted Average Life to Maturity at the time such Indebtedness is incurred that is less than the Weighted Average Life to Maturity at such time of the Indebtedness being refinanced, modified, replaced, renewed, restated, refunded, deferred, extended, substituted, supplemented, reissued or resold.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue Date by and among the Company, the Guarantors and Credit Suisse First Boston LLC, as representative of the initial purchasers.

“Related Party” with respect to any Permitted Holder means (i)(A) any spouse, sibling, parent or child of such Permitted Holder; or (B) the estate of any Permitted Holder during any period in which such estate holds Capital Stock of the Company for the benefit of any Person referred to in clause (i)(A) or (ii) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially owning an interest of more than 50% of which consist of, or the sole managing partner or managing member of which is, one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (i).

“Representative” means the indenture trustee or other trustee, agent or representative in respect of any Designated Senior Debt; provided that if, and for so long as, any Designated Senior Debt lacks such a representative, then the Representative for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt in respect of any Designated Senior Debt.

“Required Premiums” has the meaning set forth in the definition of Refinancing Indebtedness.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) located at the Corporate Trust Office of the Trustee who has direct responsibility for the administration of this Indenture and for the purposes of Sections 7.01(c)(ii) and 7.05(b) also means, with respect to a particular corporate trust matter, any

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other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Group or any successor thereto.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at the Issue Date or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person from whom funds have been or are to be advanced by such Person on the security of such Property.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Debt” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Entity” means a Wholly Owned Subsidiary of the Company (or another Person in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable or equipment and related assets) which engages in no activities other than in connection with the financing of accounts receivable or equipment and which is designated by the Board of Directors of the Company (as provided below) as a Securitization Entity (i) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (A) is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings); (B) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings; or (C) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings; (ii) with which neither the Company nor any Restricted Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing receivables of such entity; and (iii) to which neither the Company nor any Restricted Subsidiary of the Company has any obligations to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

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“Senior Debt” means the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on any Indebtedness of the Company or any Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall be subordinate or pari passu in right of payment to the Notes or the Guarantees, as the case may be.  Without limiting the generality of the foregoing, “Senior Debt” shall also include the principal of, premium, if any, interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of:  (x) all monetary obligations of every nature of the Company or any Guarantor under the Credit Agreement, including, without limitation, obligations (including guarantees thereof) to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities, (y) all Interest Swap Obligations (and guarantees thereof), and (z) all obligations (and guarantees thereof) under Currency Agreements and Hedging Agreements, in each case whether outstanding on the Issue Date or thereafter incurred.

Notwithstanding the foregoing, “Senior Debt” shall not include (i) any Indebtedness of the Company or a Guarantor to the Company or to a Subsidiary of the Company, (ii) any Indebtedness of the Company or any Guarantor to, or guaranteed by the Company or any Guarantor on behalf of, any shareholder, director, officer or employee of the Company, Parent or any Subsidiary of the Company (including, without limitation, amounts owed for compensation) other than a shareholder who is also a lender (or an Affiliate of a lender) under the Credit Facilities (including the Credit Agreement), (iii) any amounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities but excluding secured purchase money obligations); (iv) Indebtedness represented by Disqualified Capital Stock, (v) any liability for Federal, state, local or other taxes owed or owing by the Company or any of the Guarantors, (vi) that portion of any Indebtedness incurred in violation of Section 4.09 hereof (but, as to any such obligation, no such violation shall be deemed to exist for purposes of this clause (vi) if the holder(s) of such obligation or their representative and the Trustee shall have received an Officers’ Certificate of the Company to the effect that the incurrence of such Indebtedness does not (or in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate such provisions of this Indenture), (vii) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to the Company or any of the Guarantors, as applicable, and (viii) any Indebtedness which is, by its express terms, subordinated in right of payment to any other Indebtedness of the Company or any of the Guarantors.

“Senior Subordinated Debt” means with respect to a Person, the Notes (in the case of the Company), a Guarantee (in the case of a Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the Notes or such Guarantee, as the case may be, in right of payment and

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is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Debt of such Person.

“Significant Subsidiary,” with respect to any Person, means any Restricted Subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Securities Act.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are reasonably customary, as determined in good faith by the Board of Directors of the Company, in an accounts receivable or equipment transaction.

“Stockholders’ Agreements” means those certain stockholders’ agreements entered into in connection with the Transactions.

“Subsidiary” with respect to any Person, means (i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person; or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

“TD Acquisition” means TD Acquisition Corporation, a Delaware corporation and the parent of TD Funding Corporation, the issuer of the Notes.

“TD Holding” means TD Holding Corporation, a Delaware corporation and the parent of TD Acquisition.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Total Assets” means, as of any date, the total consolidated assets of the Company and its Restricted Subsidiaries, as set forth on the Company’s most recently available internal consolidated balance sheet as of such date.

“Transaction Date” has the meaning set forth in the definition of Consolidated fixed Change Coverage ratio.

“Transactions” means the merger of TD Acquisition with and into Parent and the transactions related thereto occurring on the Issue Date, the offering of the Notes being issued on the Issue Date, the tender offer for the 10³/₈% Notes effected in connection with the merger of TD Acquisition with and into TransDigm Holding Company and the defeasance of any such notes not tendered for and purchased in such tender offer and borrowings made on the Issue Date pursuant to the Credit Agreement.

“Trustee” means the party named as such above until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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“Unrestricted Subsidiary” of any Person means (i ) any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and (ii) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated or another Unrestricted Subsidiary; provided that (i) the Company certifies to the Trustee that such designation complies with Section 4.07 hereof, and (ii) each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries. The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if (x) immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.09 hereof and (y) immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

Actions taken by an Unrestricted Subsidiary shall not be deemed to have been taken, directly or indirectly, by the Company or any Restricted Subsidiary.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the then outstanding aggregate principal amount of such Indebtedness into (ii) the sum of the total of the products obtained by multiplying:  (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (B) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

“Wholly Owned Restricted Subsidiary” of any Person means any Wholly Owned Subsidiary of such Person which at the time of determination is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person of which all the outstanding voting securities (other than in the case of a Restricted Subsidiary that is incorporated in a jurisdiction other than a State in the United States of America or the District of Columbia, directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) are owned by such Person or any Wholly Owned Subsidiary of such Person.

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SECTION 1.02.Other Definitions.

Term	Defined in Section
“Acceleration Notice”	6.02
“Affiliate Transaction”	4.11
“Appendix”	2.01
“Authentication Order”	2.02
“Blockage Notice”	10.03, 12.03
“Change of Control Offer”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“Event of Default”	6.01
“Guaranteed Obligations”	11.01
“incur”	4.09
“Initial Lien”	4.12
“Legal Defeasance”	8.02
“Net Proceeds Offer”	4.10
“Net Proceeds Offer Amount”	4.10
“Net Proceeds Offer Payment Date”	4.10
“Net Proceeds Offer Trigger Date”	4.10
“Offer Period”	3.09
“pay the Notes”	12.03
“pay its Guarantee”	10.03
“Paying Agent”	2.03
“Payment Blockage Period”	10.03, 12.03
“Payment Default”	10.03, 12.03
“Purchase Date”	3.09
“Reference Date”	4.07
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payment”	4.07
“Retired Capital Stock”	4.07
“Surviving Entity”	5.01

SECTION 1.03.Trust Indenture Act Definitions.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

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“obligor” on the Notes and the Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

SECTION 1.04.Rules of Construction.

Unless the context otherwise requires:

(1)a term has the meaning assigned to it;

(2)an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)“or” is not exclusive;

(4)words in the singular include the plural, and in the plural include the singular;

(5)provisions apply to successive events and transactions;

(6)references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time; and

(7)references in this Indenture, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest that is payable pursuant to the Registration Rights Agreement.

ARTICLE 2

THE NOTES

SECTION 2.01.Form and Dating.

Provisions relating to the Initial Notes, the Private Exchange Notes and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix attached hereto (the “Appendix”) which is hereby incorporated in and expressly made part of this Indenture.  The Initial Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit A to the Appendix, which is hereby incorporated in and expressly made a part of this Indenture.  The Exchange Notes, the Private Exchange Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form of Exhibit B to the Appendix, which is hereby incorporated in and expressly made a part of this Indenture.  The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).  Each Note shall be dated the

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date of its authentication.  The terms of the Notes set forth in the Appendix and Exhibits A and B to the Appendix are part of the terms of this Indenture.

SECTION 2.02.Execution and Authentication.

Two Officers shall sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

On the Issue Date, the Trustee shall authenticate and deliver $400 million of 8³/₈% Senior Subordinated Notes Due 2011 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and an Assistant Secretary of the Company (each an “Authentication Order”).  Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes or Private Exchange Notes, or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09.

The Notes shall be issued only in registered form, without coupons and only in denominations of $1,000 and any integral multiple thereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as the Registrar, or any Paying Agent or agent for service of notices and demands.

SECTION 2.03.Registrar and Paying Agent.

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the Notes and of their registration of transfer and exchange.  The Company may have one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.  The Company may change any Paying Agent or the Registrar without notice to any Holder.

The Company shall enter into an appropriate agency agreement with the Registrar or any Paying Agent not a party to this Indenture, which shall incorporate the

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terms of the TIA.  The agency agreement shall implement the provisions of this Indenture that relate to such agent.  The Company shall notify the Trustee in writing of the name and address of any such agent.  If the Company fails to appoint or maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Company or any Wholly Owned Subsidiary incorporated or organized within the United States of America may act as Paying Agent, Registrar or transfer agent.

The Company initially appoints the Depository (as defined in the Appendix) to act as depositary with respect to the Global Notes (as defined in the Appendix).

The Company initially appoints the Trustee as Registrar and Paying Agent in connection with the Notes.  The Registrar and Paying Agent shall be entitled to the rights and immunities of the Trustee hereunder.

SECTION 2.04.Paying Agent to Hold Money in Trust.

Prior to 10:00 a.m., New York time, on or prior to each due date of the principal, premium, if any, and interest on any Note, the Company shall deposit with the Paying Agent a sum sufficient to pay such principal, premium and interest when so becoming due.  The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, or interest on the Notes and shall notify the Trustee in writing of any default by the Company in making any such payment.  While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying with this Section, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money delivered to the Trustee.  Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and shall otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Company shall furnish to the Trustee, at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders and the Company shall otherwise comply with TIA §312(a).

SECTION 2.06.Transfer and Exchange.

(a)The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of

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transfer.  When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met.  When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met.  No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 or 9.05 hereof).

(b)The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(c)All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(d)The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption under Section 3.03 hereof and ending at the close of business on such day, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (c) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.

(e)Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry.

(f)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Company shall be affected by notice to the contrary.

(g)None of the Company, the Trustee, any agent of the Company or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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(h)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or beneficial owners of interest in any global security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.07.Replacement Notes.

If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee.  If required by the Trustee or the Company, such Holder shall furnish an indemnity or a security bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced.  The Company and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionally with all other Notes duly issued hereunder.

SECTION 2.08.Outstanding Notes.

Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions of this Indenture, those delivered to it for cancellation and those described in this Section as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal, premium, if any, and interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) shall cease to be outstanding and interest on them shall cease to accrue.

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SECTION 2.09.Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10.Temporary Notes.

Until Definitive Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order,  shall authenticate temporary Notes.  Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes.  Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

SECTION 2.11.Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else shall cancel (subject to the record retention requirements of the Exchange Act) all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation in accordance with its customary procedures and, if requested in writing, deliver a certificate of such destruction to the Company unless the Company directs the Trustee in writing to deliver canceled Notes to the Company.  The Company may not issue new Notes to replace Notes that it has redeemed, paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12.Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, the Company shall pay defaulted interest (plus interest on such defaulted interest at the applicable interest rate on the Notes to the extent lawful) in any lawful manner.  The Company may pay the defaulted interest to the Persons who are Holders on a subsequent special record date.  The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee (provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest) and shall promptly mail or cause to be mailed to each Holder a notice that states the special record date, the related payment date and the amount of defaulted interest to be paid.

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SECTION 2.13.CUSIP or ISIN Numbers.

The Company in issuing the Notes may use “CUSIP”, “ISIN” or other similar identification numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP”, “ISIN” or such other similar identification numbers in notices of redemption or repurchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or the omission of such numbers.  The Company shall promptly notify the Trustee of any change in the “CUSIP”, “ISIN” or such other similar identification numbers.

SECTION 2.14.Issuance of Additional Notes.

The Company shall be entitled, subject to its compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price.  The Initial Notes issued on the Issue Date, any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an Officers’ Certificate of the Company, a copy of each which shall be delivered to the Trustee, the following information:

(1)  the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(2)  the issue price, the issue date and the “CUSIP”, “ISIN” or other similar identification numbers of such Additional Notes; provided, however, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code; and

(3)  whether such Additional Notes shall be Transfer Restricted Notes and issued in the form of Initial Notes as set forth in the Appendix to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit B to the Appendix.

ARTICLE 3

REDEMPTION AND PREPAYMENT

SECTION 3.01.Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the redemption price and (iv) the “CUSIP”, “ISIN” or other similar identification numbers of the Notes to be redeemed.

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SECTION 3.02.Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee considers fair and appropriate.  In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000. The provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03.Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.

The notice shall identify the Notes to be redeemed, including “CUSIP”, “ISIN” or other similar identification numbers, if any, and shall state:

(a)the redemption date;

(b)the redemption price;

(c)if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(d)the name and address of the Paying Agent;

(e)that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g)the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

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(h)that no representation is made as to the correctness or accuracy of the “CUSIP”, “ISIN” or other similar identification number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04.Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

SECTION 3.05.Deposit of Redemption Price.

Prior to 10 a.m. New York Time on the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Notes to be redeemed on that date.  The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest on, all Notes to be redeemed.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the applicable interest rate on the Notes.

SECTION 3.06.Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company’s written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered.

SECTION 3.07.Optional Redemption.

(a)Except as provided in Section 3.07(b) hereof, the Notes shall not be redeemable at the Company’s option prior to July 15, 2006. Thereafter, the Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid

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interest to the applicable redemption date, if redeemed during the twelve month period commencing on July 15 of the year set forth below:

Year	Percentage of Principal Amount
2006	106.281	%
2007	104.188	%
2008	102.094	%
2009 and thereafter	100.000	%

(b)Notwithstanding the foregoing, prior to July 15, 2006, the Company may at its option on one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108.375%, plus accrued and unpaid interest to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 60 days after the date of the related Equity Offering.

(c)Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

SECTION 3.08.Mandatory Redemption; Open Market Purchases.

The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.  The Company may at any time and from time to time purchase Notes in the open market or otherwise.

SECTION 3.09.Offer to Purchase by Application of Net Proceeds Offer Amount.

In the event that, pursuant to Section 4.10 hereof, the Company shall be required to commence a Net Proceeds Offer (as defined in Section 4.10 hereof), it shall follow the procedures specified below.

The Net Proceeds Offer shall remain open for a period of 20 Business Days following its commencement or such longer period as may be required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the Net Proceeds Offer Amount or, if less than the Net Proceeds Offer Amount has been tendered, all Notes tendered in response to the Net Proceeds Offer.  Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the

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Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Net Proceeds Offer.

Upon the commencement of a Net Proceeds Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Proceeds Offer. The Net Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Net Proceeds Offer, shall state:

(a)that the Net Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Net Proceeds Offer shall remain open and, if the Net Proceeds Offer is also made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company pursuant to Section 4.10 hereof, the notice shall identify such Senior Subordinated Debt and state that the Net Proceeds Offer is also made to holders of such Senior Subordinated Debt;

(b)the Net Proceeds Offer Amount, the purchase price and the Purchase Date;

(c)that any Note not tendered or accepted for payment shall continue to accrue interest;

(d)that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Net Proceeds Offer shall cease to accrue interest after the Purchase Date;

(e)that Holders electing to have a portion of a Note purchased pursuant to a Net Proceeds Offer may only elect to have such Note purchased in integral multiples of $1,000;

(f)that Holders electing to have a Note purchased pursuant to any Net Proceeds Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(g)that Holders shall be entitled to withdraw their election if the Company, the depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(h)that, if the aggregate principal amount of Notes surrendered by Holders and other Senior Subordinated Debt surrendered by the holders thereof exceeds the Offer Amount, the Company shall select the Notes and other Senior

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Subordinated Debt of the Company or a Restricted Subsidiary of the Company to be purchased on a pro rata basis (based on the amounts of Notes and such other Senior Subordinated Debt tendered and with such adjustments as may be deemed appropriate by the Company so that only Notes or other Senior Subordinated Debt in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(i)that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Net Proceeds Offer Amount of Notes and other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company or portions thereof tendered pursuant to the Net Proceeds Offer, or if less than the Net Proceeds Offer Amount has been tendered, all Notes and other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company or portions thereof tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or such other Senior Subordinated Debt or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.  The Company, the Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Net Proceeds Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

To the extent that the provisions of any securities laws or regulations conflict with this Section 3.09 or Section 4.10 hereof, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.09 or Section 4.10 hereof.

ARTICLE 4

COVENANTS

SECTION 4.01.Payment of Notes.

The Company shall pay or cause to be paid the principal amount, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal amount, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as

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of 10:00 a.m. New York time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal amount, premium, if any, and interest then due. The Company shall pay all Additional Interest, if any, in the same manner on the same dates and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including postpetition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02.Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee or any Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

SECTION 4.03.Reports.

(a)Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted

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Subsidiaries of the Company) and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case, within the time periods specified in the SEC’s rules and regulations.  For so long as Parent is a Guarantor, the Company may satisfy its obligations under the first sentence of this Section 4.03(a) by furnishing financial information relating to Parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a stand-alone basis, on the other hand.  In addition, following the consummation of the Registered Exchange Offer (as defined in the Appendix), whether or not required by the rules and regulations of the SEC, the Company shall file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request.  The Company shall at all times comply with TIA § 314(a).

(b)For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(c)Should the Company deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports pursuant to TIA § 314(a), delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

SECTION 4.04.Compliance Certificate.

(a)The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has

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occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

(b)The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.05.[Intentionally Omitted].

SECTION 4.06.Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.07.Restricted Payments.

The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)  declare or pay any dividend or make any distribution on or in respect of shares of the Company or any Restated Subsidiary’s Capital Stock to holders of such Capital Stock (other than dividends or distributions payable in Qualified Capital Stock of the Company and dividends or distributions payable to the Company or a Restricted Subsidiary and other than pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2)  purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or of any direct or indirect parent of the Company or of a Restricted Subsidiary of the Company held by any Affiliate of the Company (other than a Restricted Subsidiary of the Company) or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock;

(3)  make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company, or of any Guarantor, that is subordinate or junior in right of payment to the Notes or any Guarantee, as applicable (other than the purchase, defeasance or other acquisition of such Indebtedness purchased in anticipation of satisfying a sinking fund

46

obligation, principal installment or final maturity, in each case due within one year of such purchase, defeasance or other acquisition); or

(4)  make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”); if at the time of such Restricted Payment or immediately after giving effect thereto:

(i)  a Default or an Event of Default shall have occurred and be continuing; or

(ii)  the Company is not able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.09 hereof; or

(iii)  the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (other than Restricted Payments made pursuant to clauses (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11) of the following paragraph) shall exceed the sum of, without duplication:

(v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company earned subsequent to June 30, 2003 and on or prior to the date the Restricted Payment occurs (the “Reference Date”) (treating such period as a single accounting period); provided, however, that if, at the time of a proposed Restricted Payment under this paragraph of this Section 4.07, the Consolidated Leverage Ratio of the Company is less than 4.5 to 1, for purposes of calculating the availability of amounts hereunder for such Restricted Payment only, the reference to 50% in this clause (v) shall be deemed to be 75%; plus

(w) 100% of the aggregate net cash proceeds (including the fair market value of property other than cash that would constitute Marketable Securities or a Permitted Business) received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date and on or prior to the Reference Date of Qualified Capital Stock of the Company; plus

(x) without duplication of any amounts included in clause (iii)(w) above, 100% of the aggregate net cash proceeds of any equity contribution received subsequent to the Issue Date by the Company from a holder of the Company’s Capital Stock (excluding, in the case of clauses (iii)(w) and (x), any net cash proceeds from an Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under Section 3.07(b) hereof); plus

(y) the amount by which Indebtedness of the Company is reduced on the Company’s balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company for Qualified Capital Stock of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the net cash proceeds received by the Company or any

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Restricted Subsidiary from the sale of such Indebtedness (excluding net cash proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(z) an amount equal to the sum of (I) 100% of the aggregate net proceeds (including the fair market value of property other than cash that would constitute Marketable Securities or a Permitted Business) received by the Company or any Restricted Subsidiary (A) from any sale or other disposition of any Investment (other than a Permitted Investment) in any Person (including an Unrestricted Subsidiary) made by the Company and its Restricted Subsidiaries and (B) representing the return of capital or principal (excluding dividends and distributions otherwise included in Consolidated Net Income) with respect to such Investment, and (II) the portion (proportionate to the Company’s equity interest in an Unrestricted Subsidiary) of the fair market value of the net assets of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that, in the case of item (II), the foregoing sum shall not exceed, in the case of any Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary.

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph shall not prohibit:

(1)  the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of such dividend or notice of such redemption if the dividend or payment of the redemption price, as the case may be, would have been permitted on the date of declaration or notice;

(2)  any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Capital Stock of the Company (other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees and other than Designated Preferred Stock) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that the net cash proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clauses (iii)(w) and (iii)(x) of the immediately preceding paragraph;

(3)  the acquisition of any Indebtedness of the Company or a Guarantor that is a Subsidiary of the Company that is subordinate or junior in right of payment to the Notes or the applicable Guarantee through the application of net proceeds of a substantially concurrent sale for cash (other than to a Subsidiary of the Company) of Refinancing Indebtedness that is subordinate or junior in right of payment to the Notes or the applicable Guarantee;

(4)  if no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, the declaration and payment of

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dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) issued after the Issue Date; provided that, at the time of such issuance, the Company, after giving effect to such issuance on a pro forma basis, would have had a Consolidated Fixed Charge Coverage Ratio of at least 2.0 to 1.0;

(5)  payments to Parent or TD Holding for the purpose of permitting, and in an amount equal to the amount required to permit, Parent or TD Holding to redeem or repurchase Parent’s or TD Holding’s common equity or options in respect thereof, in each case in connection with the repurchase provisions of employee stock option or stock purchase agreements or other agreements to compensate management employees or upon the death, disability, retirement, severance or termination of employment of management employees; provided that all such redemptions or repurchases pursuant to this clause (5) shall not exceed in any fiscal year the sum of (A) $5.0 million plus (B) any amounts not utilized in any preceding fiscal year following the Issue Date that were otherwise available under this clause for such purchases (which aggregate amount shall be increased by the amount of any net cash proceeds received from the sale since the Issue Date of Capital Stock (other than Disqualified Capital Stock) to members of the Company’s management team that have not otherwise been applied to the payment of Restricted Payments pursuant to the terms of clause (iii) of the immediately preceding paragraph or clause (2) of this paragraph and by the cash proceeds of any “key-man” life insurance policies which are used to make such redemptions or repurchases); provided, further, that the cancellation of Indebtedness owing to the Company from members of management of the Company or any of its Restricted Subsidiaries in connection with any repurchase of Capital Stock of Parent or TD Holding (or warrants or options or rights to acquire such Capital Stock) will not be deemed to constitute a Restricted Payment under this Indenture;

(6)  the making of distributions, loans or advances to TD Holding or Parent to be used by TD Holding or Parent solely (A) to pay its franchise taxes and other fees required to maintain its corporate existence and (B) to pay for operating expenses incurred by Parent or TD Holding in the ordinary course of its business; provided, however, that, in the case of clause (B), such distributions, loans or advances (other than to pay for operating expenses incurred by Parent or TD Holding on behalf of or for the benefit of the Company and its Subsidiaries) shall not, in the aggregate, exceed $500,000 per annum;

(7)  payments to Parent or TD Holding, without duplication, in respect of Federal, state and local taxes directly attributable to (or arising as a result of) the operations of the Company and its consolidated Subsidiaries and actually used by Parent or TD Holding to pay such taxes; provided, however, that the amount of such payments in any fiscal year do not exceed the amount that the Company and its consolidated Subsidiaries would be required to pay in respect of Federal, state and local taxes for such fiscal year were the Company to pay such taxes as a stand-alone taxpayer;

(8)  repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;

(9)  additional Restricted Payments in an aggregate amount not to exceed $25.0 million;

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(10)  Permitted Acquisition Payments;

(11)  payments of dividends on Disqualified Capital Stock issued in compliance with Section 4.09 hereof;

(12)  Restricted Payments made with Net Cash Proceeds from Asset Sales remaining after application thereof as required by Section 4.10 hereof (including after the making by the Company of any Net Proceeds Offer required to be made by the Company pursuant to such Section and the application of the Net Proceeds Offer Amount to purchase all Notes and other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company tendered therein); and

(13)  upon occurrence of a Change of Control and within 60 days after the completion of the Change of Control Offer pursuant to Section 4.15 hereof (including the purchase of all Notes tendered), any purchase or redemption of Obligations of the Company that are subordinate or junior in right of payment to the Notes required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom), (B) the Company would be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.09 hereof after giving pro forma effect to such Restricted Payment and (C) such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Company or any Subsidiary.

In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date in accordance with clause (iii) of the first paragraph of this Section 4.07, (a) amounts expended pursuant to clauses (1), (12) and (13) of the immediately preceding paragraph shall be included in such calculation, and (b) amounts expended pursuant to clauses (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11) of the immediately preceding paragraph shall be excluded from such calculation.

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary as specified in the definition of “Unrestricted Subsidiary”.  For purposes of making such determination, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid in cash) in the Subsidiary so designated shall be deemed to be Restricted Payments at the time of the designation and shall reduce the amount available for Restricted Payments under the first paragraph of this Section 4.07.  All of those outstanding Investments shall be deemed to constitute Investments in an amount equal to the fair market value of the Investments at the time of such designation.  Such designation shall only be permitted if the Restricted Payment would be permitted at the time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

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SECTION 4.08.Dividend and Other Payment Restrictions Affecting Subsidiaries.

The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary of the Company to: (a) pay dividends or make any other distributions on or in respect of its Capital Stock; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary of the Company that is a Guarantor; or (c) transfer any of its property or assets to the Company or any other Restricted Subsidiary of the Company that is a Guarantor, except, with respect to clauses (a), (b) and (c), for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) this Indenture; (3) non-assignment provisions of any contract or any lease of any Restricted Subsidiary of the Company entered into in the ordinary course of business; (4) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired; (5) the Credit Agreement as entered into on the Issue Date or any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that any restrictions imposed pursuant to any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing are ordinary and customary with respect to syndicated bank loans (under the relevant circumstances); (6) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date; (7) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; (8) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Indenture to any Person pending the closing of such sale; (9) any agreement or instrument governing Capital Stock of any Person that is acquired; (10) any Purchase Money Note or other Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity; (11) other Indebtedness or Permitted Subsidiary Preferred Stock outstanding on the Issue Date or permitted to be issued or incurred under this Indenture; provided that any such restrictions are ordinary and customary with respect to the type of Indebtedness being incurred or Preferred Stock being issued (under the relevant circumstances); (12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; and (13) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (4) and (6) through (12) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors (evidenced by a Board Resolution) whose judgment shall be conclusively binding, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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SECTION 4.09.Incurrence of Indebtedness.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of any such Indebtedness, the Company and the Restricted Subsidiaries of the Company that are Guarantors may incur Indebtedness (including, without limitation, Acquired Indebtedness) and Restricted Subsidiaries of the Company that are not Guarantors may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company would have been greater than 2.0 to 1.0.

SECTION 4.10.Asset Sales.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors); (ii) at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to prepay any Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)), (B) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary by the end of

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such 365-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into and, with respect to the amount of such investment, the reference to the 366^th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121^st day after the date on which such binding agreement is entered into (but only if such 121^st day occurs later than such 366^th day)), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B).  Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt); provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date).

Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without

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complying with such paragraph to the extent that: (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for fair market value; provided that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph.

Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof.  To the extent that the aggregate amount of Notes and other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

SECTION 4.11.Transactions with Affiliates.

(a)The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to occur any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (an “Affiliate Transaction”), other than Affiliate Transactions on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; provided, however, that for a transaction or series of related transactions with an aggregate value of $5.0 million or more, at the Company’s option, either: (i) a majority of the disinterested members of the Board of Directors of the Company shall determine in good faith that such Affiliate Transaction is on terms that are not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or (ii) the Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; and provided, further, that for an Affiliate Transaction with an aggregate value of $20.0 million or more the

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Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall have received an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is on terns not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company.

(b)The restrictions set forth in Section 4.11(a) hereof shall not apply to: (i) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date as determined in good faith by the Board of Directors of Company; (iv) Restricted Payments or Permitted Investments permitted by this Indenture; (v) transactions effected as part of a Qualified Securitization Transaction; (vi) the payment of customary annual management, consulting and advisory fees and related expenses to the Permitted Holders and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Directors of the Company or such Restricted Subsidiary in good faith; (vii) payments or loans to employees or consultants that are approved by the Board of Directors of the Company in good faith; (viii) sales of Qualified Capital Stock; (ix) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (ix) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of Notes in any material respect; (x) transactions permitted by, and complying with, the provisions of Article 5 and Section 11.06 hereof, and (xi) any issuance of securities or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company.

SECTION 4.12.Liens.

The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company that is a Guarantor to, incur any Secured Debt that is not Senior Debt of such Person, unless contemporaneously therewith such Person makes

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effective provision to secure the Notes or the relevant Guarantee, as applicable, equally and ratably with such Secured Debt for so long as such Secured Debt is secured by a Lien (the “Initial Lien”); provided, however, that the Company will be permitted to defease on the Issue Date the 10³/₈% Notes in accordance with the terms of the indenture governing those notes without having to comply with this Section 4.12 in connection therewith.  Any Lien created for the benefit of the Holders of the Notes pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien securing the other Secured Debt and that holders of such other Secured Debt may exclusively control the disposition of property subject to the Initial Lien.

SECTION 4.13.Conduct of Business.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any businesses a majority of whose revenues are not derived from businesses that are the same or reasonably similar, ancillary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the Issue Date (which shall include, without limitation, engineered components businesses not within the aerospace industry).  Parent shall not engage in any business other than managing its investment in the Company and any business incidental thereto (including issuing securities to finance such investment).

SECTION 4.14.Corporate Existence.

Subject to Article 5 and Section 11.06 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.15.Offer to Repurchase upon Change of Control.

(a)If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase.  Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of

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Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

(b)On the Change of Control Payment Date, the Company shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to the mailing of the notice referred to in Section 4.15(a) above, but in any event within 30 days following any Change of Control, the Company shall: (i) repay in full all Indebtedness under the Credit Agreement and all other Senior Debt the terms of which require repayment upon a Change of Control; or (ii) obtain the requisite consents under the Credit Agreement and all such other Senior Debt to permit the repurchase of the Notes as provided below. The Company’s failure to comply with the covenant described in the immediately preceding sentence shall constitute an Event of Default described in clause (c) and not in clause (b) under Section 6.01 hereof.

(c)The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Company complies with the provisions of any such securities laws or regulations, the Company shall not be deemed to have breached its obligations under this Section 4.15.

(d)Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

SECTION 4.16.No Senior Subordinated Debt.

The Company shall not, and shall not permit any Restricted Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that is senior in right of payment to the Notes or such Guarantor’s Guarantee, as the case may be, and subordinate

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in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be.

SECTION 4.17.Additional Guarantees.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary has total assets or Indebtedness of $10,000 or less.

SECTION 4.18.Limitation on Preferred Stock of Restricted Subsidiaries.

The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company, other than Permitted Subsidiary Preferred Stock. The provisions of this Section 4.18 will not apply to (w) any of the Restricted Subsidiaries of the Company that are Guarantors (x) any transaction as a result of which neither the Company nor any of its Restricted Subsidiaries will own any Capital Stock of the Restricted Subsidiary whose Preferred Stock is being issued or sold and (y) Preferred Stock that is Disqualified Capital Stock and is issued in compliance with Section 4.09 hereof.

ARTICLE 5

SUCCESSORS

SECTION 5.01.Merger, Consolidation, or Sale of Assets.

The Company shall not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Company’s Restricted Subsidiaries) to any Person unless (i) either: (a) the Company shall be the surviving or continuing corporation; or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): (x) shall be a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia; and (y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, this Indenture and the Registration Rights Agreement to be performed or observed on the

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part of the Company; (ii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.09 hereof, (iii) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company and except in the case of a merger entered into solely for the purpose of reincorporating the Company in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred or be continuing; and (iv) the Company or the Surviving Entity shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied.

For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. However, transfer of assets between or among the Company and its Restricted Subsidiaries will not be subject to this Section 5.01.

Notwithstanding anything in this Section 5.01 to the contrary, the merger of TD Funding Corporation with and into TransDigm Inc. on the Issue Date shall be permitted under this Indenture without complying with the requirements of this Section 5.01.

SECTION 5.02.Successor Corporation Substituted.

Upon any consolidation, combination or merger, or any transfer of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture and the Notes with the same effect as if such surviving entity had been named as such and that, in the event of a conveyance or transfer (but not a lease), the conveyor or transferor (but not a lessor) shall be released from the provisions of this Indenture.

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ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01.Events of Default.

“Event of Defaults” are:

(a)the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article 10 or Article 12 hereof);

(b)the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 hereof);

(c)a default in the observance or performance of any other covenant or agreement contained herein if the default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 or Section 11.06 hereof, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

(d)the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time;

(e)one or more judgments in an aggregate amount in excess of $10.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;

(f)the Company or any of its Significant Subsidiaries pursuant to or within the meaning of Bankruptcy Law:

(i)  commences a voluntary case,

(ii)  consents to the entry of an order for relief against it in an involuntary case,

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(iii)  consents to the appointment of a custodian of it or for all or substantially all of its property, or

(iv)  makes a general assignment for the benefit of its creditors, or

(g)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)  is for relief against the Company or any of its Significant Subsidiaries;

(ii)  appoints a custodian of the Company or any of its Significant Subsidiaries or for all or substantially all of the property of the Company or any of its Significant Subsidiaries; or

(iii)  orders the liquidation of the Company or any of its Significant Subsidiaries;

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 6.02.Acceleration.

If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice but only if such Event of Default is then continuing. If an Event of Default specified in clause (f) or (g) of Section 6.01 hereof with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

At any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences (i) if the rescission would not conflict with any judgment or decree, (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration, (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid, (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and (v) in the event of the cure or waiver

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of an Event of Default of the type described in clause (f) or (g) of Section 6.01 hereof, the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03.Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04.Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and interest on the Notes (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05.Control by Majority.

Holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

SECTION 6.06.Limitation on Suits.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

(a)the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

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(b)the Holders of at least 25% in principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(c)such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(d)the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(e)during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

SECTION 6.07.Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.Collection Suit by Trustee.

If an Event of Default specified in Section 6.01 (a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal amount of, premium and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee,

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its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.Priorities.

Any money collected by the Trustee pursuant to this Article and any other money or property distributable in respect of the Company’s obligations under this Indenture after an Event of Default shall be applied in the following order:

First: to the Trustee (including a predecessor Trustee), its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee (including a predecessor Trustee) and the costs and expenses of collection;

Second: to Holders of Notes for amounts due and unpaid on the Notes for principal amount, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal amount, premium and interest, respectively; and

Third: to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

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ARTICLE 7

TRUSTEE

SECTION 7.01.Duties of Trustee.

(a)If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(b)Except during the continuance of an Event of Default:

(i)  the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)  in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture.

(c)The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i)  this paragraph does not limit the effect of paragraphs (b) or (e) of this Section;

(ii)  the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section.

(e)No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability.  The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnify satisfactory to it against any loss, liability or expense.

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(f)The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02.Rights of Trustee.

(a)The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(f)The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evience of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(h)The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

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(i)The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty.

SECTION 7.03.Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign.  The Registrar or any Paying Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05.Notice of Defaults.

(a)The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(b)Within 90 days after the occurrence of a Default or an Event of Default, the Trustee shall mail to Holders of Notes, as their names and addresses appear in the security register for the Notes, a notice of the Default or Event of Default known to the Trustee, unless such Default or Event of Default shall have been cured or waived. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

SECTION 7.06.Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

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A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange.

SECTION 7.07.Compensation and Indemnity.

The Company and the Guarantors shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and the Guarantors shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Company and the Guarantors shall indemnify the Trustee against any and all losses, liabilities or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company and the Guarantors or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Company and the Guarantors promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company and the Guarantors need not pay for any settlement made without their consent, which consent shall not be unreasonably withheld.

The obligations of the Company and the Guarantors under this Section 7.07 shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture.

To secure the Company’s and the Guarantors’ payment obligations in this Section, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the resignation or removal of the Trustee, the satisfaction and discharge and the termination of this Indenture.

In addition, and without prejudice to the rights provided to the Trustee under any of the provisions of this Indenture, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

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“Trustee” for purposes of this Section shall include any predecessor Trustee and the Trustee in each of its capacities hereunder and each agent, custodian and other person employed to act hereunder; provided, however, that the negligence, wilful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

SECTION 7.08.Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of Notes of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(a)the Trustee fails to comply with Section 7.10 hereof,

(b)the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c)a custodian or public officer takes charge of the Trustee or its property; or

(d)the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a

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notice of its succession to Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

SECTION 7.09.Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10.Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any State thereof, that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

SECTION 7.11.Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311 (a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE SECTION

SECTION 8.01.Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02.Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance

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means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal amount of, premium, if any, and interest on such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) the provisions of this Article 8 with respect to Legal Defeasance. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03.Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(d) and 6.01(e) hereof shall not constitute Events of Default.

SECTION 8.04.Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance:

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(a)the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount at maturity of, premium and interest on the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(b)in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(c)in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(d)no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the incurrence of Indebtedness all or a portion of the proceeds of which will be used to defease the Notes pursuant to this Article 8 concurrently with such incurrence and the grant of a Lien to secure such Indebtedness) or insofar as Section 6.01 (f) or 6.01(g) hereof is concerned, at any time in the period ending on the 91st day after the date of deposit;

(e)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(f)the Company shall have delivered to the Trustee an Opinion of Counsel (which may be subject to customary exceptions) to the effect that (A) the trust funds will not be subject to any rights of holders of Senior Debt including, without limitation, those arising under this Indenture, and (B) after the 91^st day following the deposit, the trust funds will not be subject to the effect of the

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preference provisions of Section 547 of the United States Federal Bankruptcy Code;

(g)the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

(h)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(i)the Company shall have paid or duly provided for payment of all amounts then due to the Trustee pursuant to Section 7.07 hereof.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (b) above with respect to a Legal Defeasance need not be delivered if all Notes not therefor delivered to the Trustee for cancellation (A) have become due and payable, or (B) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

SECTION 8.05.Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal amount, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount

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thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06.Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in this Indenture) as to all outstanding Notes when (i) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable, pursuant to an optional redemption notice or otherwise, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; (ii) the Company has paid all other sums payable under this Indenture by the Company; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

SECTION 8.07.Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.08.Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or noncallable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated

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as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 8.09.Survival.

The Trustee’s rights under this Article 8 shall survive termination of this Indenture.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Guarantees or the Notes without the consent of any Holder of a Note:

(a)to cure any ambiguity, defect or inconsistency;

(b)to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 or the Appendix hereof relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect any Holder;

(c)to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes by a successor to the Company or a Guarantor pursuant to Article 5 or Article 11 hereof,

(d)to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes;

(e)to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(f)to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in this Indenture; or

(g)to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02

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hereof, the Trustee shall join with the Company and the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02.With Consent of Holders of Notes.

Except as provided below in this Section 9.02, this Indenture (including Sections 3.09, 4.10 and 4.15 hereof), the Guarantees and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).  Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

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(a)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(b)reduce the principal of or change or have the effect of changing the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes, other than provisions relating to Sections 3.09, 4.10 or 4.15 hereof (with respect to which it may not change without the consent of each Holder the date on which any Notes may be subject to redemption or reduce the redemption price therefor);

(c)reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Note;

(d)waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(e)make any Note payable in money other than that stated in the Notes;

(f)make any change in the provisions of this Indenture permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or interest on the Notes or to bring suit to enforce such payment;

(g)waive a redemption payment with respect to any Note, other than a payment required by Section 3.09 or 4.10 hereof,

(h)after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or modify any of the provisions or definitions with respect thereto after a Change of Control has occurred;

(i)modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes or the Guarantees in a manner which adversely affects the Holders; or

(j)make any change in the foregoing amendment and waiver provisions.

An amendment under this Section may not make any change that adversely affects the rights under Article 10 or 12 hereof or any supplemental indenture to this Indenture providing for a Guarantee of the Notes by a Restricted Subsidiary of the Company of any holder of Senior Debt of the Company or of a Guarantor then outstanding (including any such change of this paragraph of this Section 9.02) unless the holders of such Senior Debt (or their Representative) consent to such change.

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SECTION 9.03.Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect.

SECTION 9.04.Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

SECTION 9.05.Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10

SUBORDINATION

SECTION 10.01.Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment of all Senior Debt of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt.  The Notes shall in all respects rank pari passu with all

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other Senior Subordinated Debt of the Company and only Indebtedness of the Company which is Senior Debt of the Company shall rank senior to the Notes in accordance with the provisions set forth herein.  All provisions of this Article 10 shall be subject to Section 10.12.

SECTION 10.02.Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

(1) holders of Senior Debt of the Company shall be entitled to receive payment in full in cash of such Senior Debt before Holders shall be entitled to receive any payment; and

(2) until the Senior Debt of the Company is paid in full in cash, any payment or distribution to which Holders would be entitled but for this Article 10 shall be made to holders of such Senior Debt as their interests may appear, except that Holders may receive shares of stock and any debt securities that are subordinated to such Senior Debt to at least the same extent as the Notes.

SECTION 10.03.Default on Senior Debt of the Company.

The Company shall not pay the principal of, premium, if any, or interest on the Notes or make any deposit pursuant to Section 8.04 and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) if either of the following (a “Payment Default”) occurs (1) any Designated Senior Debt of the Company is not paid in full in cash when due; or (2) any other default on Designated Senior Debt of the Company occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Debt has been paid in full in cash; provided, however, that the Company shall be entitled to pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of any Designated Senior Debt with respect to which the Payment Default has occurred and is continuing.  During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Debt of the Company pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company shall not pay the Notes for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee of (with a copy to the Company) written notice (a “Blockage Notice”) of such default from the Representative of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter.  The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and the Company from the Person or Persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (3) because such Designated Senior Debt has been discharged or repaid in full in cash.  Notwithstanding the provisions described

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in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Designated Senior Debt or the Representative of such Designated Senior Debt shall have accelerated the maturity of such Designated Senior Debt, the Company shall be entitled to resume payments on the Notes after termination of such Payment Blockage Period.  The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Debt of the Company during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Debt of the Company (other than the Bank Indebtedness), the Representative of the Bank Indebtedness shall be entitled to give another Blockage Notice within such period; provided further, however, that in no event shall the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360-day consecutive period, and there must be 181 days during any 360-day consecutive period during which no Payment Blockage Period is in effect.  For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt of the Company initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

SECTION 10.04.Acceleration of Payment of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee shall promptly notify the holders of the Designated Senior Debt of the Company (or their Representatives) of the acceleration.

SECTION 10.05.When Distribution Must Be Paid Over.

If a distribution is made to Holders that because of this Article 10 should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt of the Company and pay it over to them as their interests may appear.  If any Designated Senior Debt of the Company is outstanding, the Company shall not pay the Notes until five Business Days after the Representatives of all the issues of Designated Senior Debt of the Company receive notice of such acceleration and, thereafter, shall be entitled to pay the Notes only if this Article 10 otherwise permits payment at that time.

SECTION 10.06.Subrogation.

After all Senior Debt of the Company is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Debt to receive distributions applicable to such Senior Debt.  A distribution made under this Article 10 to holders of such Senior Debt which otherwise would have been made to Holders is not, as between the Company and Holders, a payment by the Company on such Senior Debt.

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SECTION 10.07.Relative Rights.

This Article 10 defines the relative rights of Holders and holders of Senior Debt of the Company.  Nothing in this Indenture shall:

(1) impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; or

(2) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Debt of the Company to receive distributions otherwise payable to Holders.

SECTION 10.08.Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt of the Company to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

SECTION 10.09.Rights of Trustee and Paying Agent.

Notwithstanding Section 10.03, the Trustee or Paying Agent shall continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that under this Article 10 would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to it that such payments are prohibited by this Article 10.  The Company, a Representative or a holder of Senior Debt of the Company shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of the Company has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of the Company with the same rights it would have if it were not Trustee.  The Registrar and the Paying Agent shall be entitled to do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Debt of the Company which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder.  Notwithstanding anything in this Article 10 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of the Company or otherwise.

SECTION 10.10.Distribution or Notice to Representative.

Whenever any Person is to make a distribution or give a notice to holders of Senior Debt of the Company, such Person shall be entitled to make such distribution or give such notice to their Representative (if any).

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SECTION 10.11.Not To Prevent Events of Default or Limit Right To Accelerate.

The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default.  Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

SECTION 10.12.Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust under Article 8 hereof by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Debt of the Company or subject to the restrictions set forth in this Article 10 if the provisions of this Article 10 were not violated at the time funds were deposited in trust with the Trustee pursuant to Article 8 hereof, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt of the Company or any other creditor of the Company.

SECTION 10.13.Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (3) upon the Representatives of Senior Debt of the Company for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of the Company to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

SECTION 10.14.Trustee To Effectuate Subordination.

Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt of the Company as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

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SECTION 10.15.Trustee Not Fiduciary for Holders  of Senior Debt of the Company.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of the Company and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Debt of the Company shall be entitled by virtue of this Article 10 or otherwise.

SECTION 10.16.Reliance by Holders of Senior Debt of the Company on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt of the Company, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt.

ARTICLE 11

GUARANTEES

SECTION 11.01.Guarantees.

Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of and interest on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Notes and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 11 notwithstanding any extension or renewal of any Guaranteed Obligation.

Each Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.  The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any

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other guarantor of the Obligations; or (f) except as set forth in Section 11.07, any change in the ownership of such Guarantor.

Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

Each Guarantee is, to the extent and in the manner set forth in Article 12 hereof, subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Debt of the Guarantor giving such Guarantee and each Guarantee is made subject to such provisions of this Indenture.

Except as expressly set forth in Sections 11.02 and 11.07 hereof, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full of all Guaranteed Obligations and all obligations to which the Guaranteed Obligations are

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subordinated as provided in Article 12.  Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor’s Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section.

SECTION 11.02.Limitation on Liability.

Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Obligations guaranteed hereunder by any Guarantor that is a Restricted Subsidiary of the Company shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

SECTION 11.03.Successors and Assigns.

This Article 11 shall be binding upon each Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

SECTION 11.04.No Waiver.

Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article 11 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article 11 at law, in equity, by statute or otherwise.

SECTION 11.05.Modification.

No modification, amendment or waiver of any provision of this Article 11, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice to or demand on any Guarantor in any case shall entitle such

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Guarantor to any other or further notice or demand in the same, similar or other circumstances.

SECTION 11.06.Guarantors May Consolidate, etc., on Certain Terms.

(a)Each Guarantor that is a Restricted Subsidiary of the Company shall not, and the Company shall not permit any such Guarantor to, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:

(1)(except in the case of such Guarantor that has been disposed of in its entirety to another Person (other than to the Company or an Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or through the sale of all or substantially all of its assets (such sale constituting the disposition of such Guarantor in its entirety), if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition) the resulting, surviving or transferee Person (if not such Guarantor) shall be a Person organized and validly existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor, if any, under its Guarantee;

(2)except in the case of a merger of such Guarantor with or into the Company or another Restricted Subsidiary of the Company that is a Guarantor and except in the case of a merger entered into solely for the purpose of reincorporating such Guarantor in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (a)(1) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and

(3)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

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(b)Parent shall not consolidate or merge with or into, or sell, assign, transfer, lease or otherwise dispose of, in a single transaction or series of related transactions, all or substantially all of its assets to any Person unless:

(1)the resulting, surviving or transferee Person (if not Parent) shall be a Person organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, by a supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of Parent, if any, under its Guarantee;

(2)except in the case of a merger entered into solely for reincorporating Parent in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by the immediately preceding clause (b)(1) (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and

(3)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

Notwithstanding anything in this Section 11.06 (b) to the contrary, the merger of TD Acquisition with and into TransDigm Holding Company on the Issue Date as described in the Merger Agreement shall be permitted under this Indenture without complying with the requirements of this Section 11.06 (b).

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees had been issued at the date of the execution hereof.

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SECTION 11.07.Release of Guarantor.

Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Debt of the Company or of such Guarantor) or other disposition (including by way of consolidation or merger) of a Guarantor that is a Restricted Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than a sale or disposition to the Company or an Affiliate of the Company and if in connection therewith the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 hereof in respect of such disposition), or upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder.  If the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, each Guarantor shall be released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder.  At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.07.

SECTION 11.08.Contribution.

Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all Guaranteed Obligations to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP (for purposes hereof, Parent’s net assets shall be those of all its Consolidated Subsidiaries other than the Restricted Subsidiary of the Company that are Guarantors).

ARTICLE 12

SUBORDINATION OF GUARANTEES

SECTION 12.01.Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by such Guarantor’s Guarantee is subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment of all Senior Debt of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt.  The Guaranteed Obligations of a Guarantor shall in all respects rank pari passu with all other Senior Subordinated Debt of such Guarantor and only Senior Debt such Guarantor (including such Guarantor’s Guarantee of Senior Debt of the Company) shall rank senior to the Guaranteed Obligations of such Guarantor in accordance with the provisions set forth herein.

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SECTION 12.02.Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of any Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to such Guarantor or its property:

(1) holders of Senior Debt of such Guarantor shall be entitled to receive payment in full in cash of such Senior Debt before Holders shall be entitled to receive any payment pursuant to the Guarantee of such Guarantor; and

(2) until the Senior Debt of any Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for this Article 12 shall be made to holders of such Senior Debt as their interests may appear, except that Holders may receive shares of stock and any debt securities of such Guarantor that are subordinated to such Senior Debt to at least the same extent as its Guarantee.

SECTION 12.03.Default on Senior Debt of Guarantor.

No Guarantor shall make any payment on its Guarantee or purchase, redeem or otherwise retire or defease any Notes or other Guaranteed Obligations (collectively, “pay its Guarantee”) if either of the following (a “Payment Default”) occurs (1) any Designated Senior Debt of such Guarantor is not paid in full in cash when due; or (2) any other default on Designated Senior Debt of such Guarantor occurs and the maturity of such Designated Senior Debt is accelerated in accordance with its terms; unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Debt has been paid in full in cash; provided, however, that any Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representative of any Designated Senior Debt with respect to which the Payment Default has occurred and is continuing.  During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Debt of such Guarantor pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee of (with a copy to such Guarantor) written notice (a “Blockage Notice”) of such default from the Representative of such Designated Senior Debt specifying an election to effect a Payment Blockage Period and ending 179 days thereafter.  The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (1) by written notice to the Trustee and such Guarantor from the Person or Persons who gave such Blockage Notice; (2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (3) because such Designated Senior Debt has been discharged or repaid in full in cash. Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section), unless the holders of such Designated Senior Debt giving such Payment Notice or the Representative of such Designated Senior Debt shall have accelerated the maturity of such Designated Senior Debt, any Guarantor shall be entitled to resume payments

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pursuant to its Guarantee after termination of such Payment Blockage Period.  No Guarantor shall be subject to more than one Blockage Period in any consecutive 360-day  period, irrespective of the number of defaults with respect to Designated Senior Debt of such Guarantor during such period; provided, however, that if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Debt of such Guarantor (other than the Bank Indebtedness), the Representative of the Bank Indebtedness shall be entitled to give another Blockage Notice within such period; provided further, however, that in no event shall the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any 360-day consecutive period, and there must be 181 days during any 360-day consecutive period during which no Payment Blockage Period is in effect.  For purposes of this Section, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Debt of such Guarantor initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Debt, whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

SECTION 12.04.Demand for Payment.

If a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Trustee shall promptly notify the holders of the Designated Senior Debt of such Guarantor (or their Representatives) of such demand.

SECTION 12.05.When Distribution Must Be Paid Over.

If a distribution is made to Holders that because of this Article 12 should not have been made to them, the Holders who receive the distribution shall hold it in trust for holders of Senior Debt of the applicable Guarantor and pay it over to them or their Representatives as their interests may appear.  If any Designated Senior Debt of a Guarantor is outstanding, such Guarantor shall not make a payment on its Guarantee until five Business Days after the Representatives of all the issuers of Designated Senior Debt of such Guarantor receive notice of such acceleration and, thereafter, shall be entitled to pay the Notes only if this Article 12 otherwise permits payment at that time.

SECTION 12.06.Subrogation.

After all Senior Debt of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Debt to receive distributions applicable to Senior Debt of such Guarantor.  A distribution made under this Article 12 to holders of such Senior Debt which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Debt.

SECTION 12.07.Relative Rights.

This Article 12 defines the relative rights of Holders and holders of Senior Debt of a Guarantor.  Nothing in this Indenture shall:

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(1) impair, as between a Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to pay its Guarantee to the extent set forth in Article 11; or

(2) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its Guarantee, subject to the rights of holders of Senior Debt of such Guarantor to receive distributions otherwise payable to Holders.

SECTION 12.08.Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt of any Guarantor to enforce the subordination of the Guarantee of such Guarantor shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

SECTION 12.09.Rights of Trustee and Paying Agent.

Notwithstanding Section 12.03, the Trustee or Paying Agent shall continue to make payments on any Guarantee and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives written notice satisfactory to it that such payments are prohibited by this Article 12.  The Company, the relevant Guarantor, a Representative or a holder of Senior Debt of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Debt of any  Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Debt of any Guarantor with the same rights it would have if it were not the Trustee.  The Registrar and the Paying Agent may do the same with like rights.  The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Debt of any Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder.  Notwithstanding anything in this Article 12 to the contrary, all amounts owed to the Trustee (including amounts owed pursuant to Section 7.07 hereof) in each of its capacities hereunder shall not be subordinated to any Senior Debt of a Guarantor or otherwise.

SECTION 12.10.Distribution or Notice to Representative.

Whenever any Person is to make a distribution or give a notice to holders of Senior Debt of any Guarantor, such Person shall be entitled to make such distribution or give such notice to their Representative (if any).

SECTION 12.11.Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure to make a payment pursuant to a Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a

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Default.  Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on any Guarantor pursuant to its Guarantee.

SECTION 12.12.Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (1) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 are pending, (2) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (3) upon the Representatives for the holders of Senior Debt of any Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Debt and other indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12.  In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt of any Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt of such Guarantor held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.  The provisions of Sections 7.01 and 7.02 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

SECTION 12.13.Trustee To Effectuate Subordination.

Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders and the holders of Senior Debt of any Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

SECTION 12.14.Trustee Not Fiduciary for Holders of Senior Debt of Guarantor.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt of any Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article 12 or otherwise.

SECTION 12.15.Reliance by Holders of Senior Debt of Guarantors on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt of any Guarantor, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and

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continue to hold, or to continue to hold, such Senior Debt and such holder of Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt.

ARTICLE 13

MISCELLANEOUS

SECTION 13.01.Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

SECTION 13.02.Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

TransDigm Inc.
26380 Curtis Wright Parkway
Richmond Heights, Ohio 44143
Facsimile No.: (216) 289-4937

Attention:Gregory Rufus,
Vice President and Chief Financial Officer

With copies to:

Warburg Pincus LLC
466 Lexington Avenue
New York, NY 10017
Facsimile No.: (212) 878-9100

Attention:General Counsel

Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
Facsimile No.: (212) 728-8111

Attention:Steven J. Gartner, Esq.

If to the Trustee:

The Bank of New York
101 Barclay Street, 8W
New York, New York 10284
Facsimile No.: (212) 815-5707

Attention:Joseph A. Lloret

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With copies to:

Bryan Cave LLP
1290 Avenue of the Americas
New York, New York 10104
Facsimile No.: (212) 904-0500

Attention:Robert E. Pedersen, Esq.

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders or the Trustee) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.  All notices and communications sent to the Trustee shall be deemed to have been duly given when actually received.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee, each Paying Agent and the Registrar at the same time.

SECTION 13.03.Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 13.04.Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(a)an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

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(b)an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 13.05.Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

(a)a statement that the Person making such certificate or opinion has read such covenant or condition;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c)a statement that, in the opinion of such Person, he or she has or they have made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(d)a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

SECTION 13.06.Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 13.07.No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of Parent, the Company or any Subsidiary of the Company (other than the Company, Parent or any Subsidiary of the Company that is a Guarantor), as such, shall have any liability for any obligations of the Company, Parent or any Subsidiary of the Company under the Notes, the Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

SECTION 13.08.Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES

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OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 13.09.No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.10.Successors.

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

SECTION 13.11.Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 13.12.Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 13.13.Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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

TD FUNDING CORPORATION,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Vice President & Secretary
TD ACQUISITION CORPORATION,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Vice President & Secretary
ZMP, INC.,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chairman/Chief Executive Officer
ADAMS RITE AEROSPACE, INC.,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
Title: Chairman/Chief Executive Officer
CHRISTIE ELECTRIC CORP.,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
Title: Chairman/Chief Executive Officer
MARATHON POWER TECHNOLOGIES COMPANY,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
Title: Chairman/Chief Executive Officer

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CHAMPION AEROSPACE, INC.,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
Title: Chairman/Chief Executive Officer
THE BANK OF NEW YORK, as Trustee,
By	/s/ Cynthia J. Chaney
	Name: Cynthia J. Chaney
	Title: Vice President

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The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of TD Funding Corporation with and into TransDigm Inc. with TransDigm Inc. continuing as the surviving corporation, it will succeed by operation of law to all of the rights and obligations of TD Funding Corporation set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned.
TRANSDIGM INC.,
By		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: President & Chief Executive Officer
The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of TD Acquisition Corporation with and into TransDigm Holding Company with TransDigm Holding Company continuing as the surviving corporation, it will succeed by operation of law to all of the rights and obligations of TD Acquisition Corporation set forth herein and that all references herein to “Guarantors” shall thereupon be deemed to include the undersigned.
TRANSDIGM HOLDING COMPANY,
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President & Chief Executive Officer

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RULE 144A/REGULATION S APPENDIX

PROVISIONS RELATING TO INITIAL SECURITIES,
PRIVATE EXCHANGE SECURITIES
AND EXCHANGE SECURITIES

1. Definitions

1.1  Definitions

For the purposes of this Appendix the following terms shall have the meanings indicated below:

“Definitive Note” means a certificated Initial Note or Exchange Note or Private Exchange Note bearing, if required, the restricted securities legend set forth in Section 2.3(e).

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Distribution Compliance Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (i) the day on which such Notes are first offered to Persons other than distributors (as defined in Regulation S under the Securities Act) in reliance on Regulation S and (ii) the issue date with respect to such Notes.

“Exchange Notes” means (1) the 8³/₈% Senior Subordinated Notes Due 2011 issued pursuant to the Indenture in connection with the Registered Exchange Offer pursuant to a Registration Rights Agreement, and (2) Additional Notes, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

“Initial Purchasers” means (1) with respect to the Initial Notes issued on the Issue Date, Credit Suisse First Boston LLC, Banc of America Securities LLC and UBS Securities LLC, and (2) with respect to each issuance of Additional Notes, the Persons purchasing or underwriting such Additional Notes under the related Purchase Agreement.

“Initial Notes” means (1) $400,000,000 aggregate principal amount of 8³/₈% Senior Subordinated Notes due 2011 issued on the Issue Date, and (2) Additional Notes, if any, issued in a transaction exempt from the registration requirements of the Securities Act.

“Private Exchange” means the offer by the Company, pursuant to the Registration Rights Agreement, to the Initial Purchasers to issue and deliver to each Initial Purchaser, in exchange for the Initial Notes held by the Initial Purchaser as part of its initial distribution, a like aggregate principal amount of Private Exchange Notes.

“Private Exchange Notes” means any 8³/₈% Senior Subordinated Notes Due 2011 issued in connection with a Private Exchange.

“Purchase Agreement” means with (1) respect to the Initial Notes issued on the Issue Date, the Purchase Agreement dated July 15, 2003, among the Company, TD Acquisition and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes, the purchase agreement or underwriting agreement among the Company and the Persons purchasing or underwriting such Additional Notes.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for the Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

“Registration Rights Agreement” means (1) with respect to the Initial Notes issued on the Issue Date, the Registration Rights Agreement dated July 22, 2003, among the Company, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Notes issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company, the Guarantors and the Persons purchasing such Additional Notes under the related Purchase Agreement.

“Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Notes” means the Initial Notes, the Exchange Notes and the Private Exchange Notes, treated as a single class.

“Securities Custodian” means the custodian with respect to a Global Note (as appointed by the Depository), or any successor Person thereto and shall initially be the Trustee.

“Shelf Registration Statement” means the registration statement issued by the Company in connection with the offer and sale of Initial Notes or Private Exchange Notes pursuant to a Registration Rights Agreement.

“Transfer Restricted Notes” means Notes that bear or are required to bear the legend set forth in Section 2.3(e) hereof.

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1.2  Other Definitions

Term	Defined in Section:
“Agent Members”	2.1(b)
“Global Notes	2.1(a)
“Permanent Regulation S Global Note”	2.1(a)
“Regulation S”	2.1(a)
“Regulation S Global Notes	2.1(a)
“Rule 144A”	2.1(a)
“Rule 144A Global Note”	2.1(a)
“Temporary Regulation S Global Note”	2.1(a)

2.The Notes.

2.1  (a)  Form and Dating.  The Initial Notes will be offered and sold by the Company pursuant to a Purchase Agreement.  The Initial Notes will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”).  Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, in each case, subject to the restrictions on transfer set forth herein.  Initial Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form (collectively, the “Rule 144A Global Note”) and Initial Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global notes in fully registered form (collectively, the “Temporary Regulation S Global Note”), in each case without interest coupons and with the global notes legend and restricted notes legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in this Indenture.  Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Note (x) will not be exchangeable for interests in the Rule 144A Global Note, a permanent global note (the “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Notes, the “Regulation S Global Notes”), orany other Note prior to the expiration of the Distribution Compliance Period and (y) then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Note or the Permanent Regulation S Global Note only upon certification that beneficial ownership interests in such Temporary Regulation S Global Note are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.

Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A, and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the

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effect that the beneficial interest in the Temporary Regulation S Global Note is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

Beneficial interest in a Rule 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided n the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

The Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”.  The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository and the Notes Custodian as hereinafter provided.

(b)  Book-Entry Provisions.  This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depository.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depository for such Global Note or Global Notes or the nominee of such Depository and (b) shall be delivered by the Trustee to such Depository or pursuant to such Depository’s instructions or held by the Notes Custodian.

Members of, or participants in, the Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or by the Notes Custodian or under such Global Note, and the Company, the Trustee and any agent of the Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(c)  Certificated Notes.  Except as provided in this Section 2.1 or Sections 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.

2.2  Authentication.  The Trustee shall authenticate and deliver:  (1) on the Issue Date, an aggregate principal amount of $400.0 million 8³/₈% Senior Subordinated Notes Due 2011; and (2) any Additional Notes for an original issue in an aggregate principal amount specified in the written order of the Company pursuant to Section 2.02 of the Indenture and (3) Exchange Notes or Private Exchange Notes for issue only in a Registered Exchange Offer or a Private Exchange, respectively, pursuant to a Registration Rights Agreement, for a like principal amount of Initial Notes, in each case

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upon a written order of the Company signed by two Officers.  Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.14 of the Indenture, shall certify that such issuance is in compliance with Section 4.09 of the Indenture.

2.3  Transfer and Exchange.  (a)  Transfer and Exchange of Definitive Notes.  When Definitive Notes are presented to a Registrar with a request:

(x) to register the transfer of such Definitive Notes; or

(y) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered for transfer or exchange:

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

(ii) if such Definitive Notes are required to bear a restricted securities legend, they are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:

(A) if such Definitive Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect; or

(B) if such Definitive Notes are being transferred to the Company, a certification to that effect; or

(C) if such Definitive Notes are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: (x) a certification to that effect (in the form set forth on the reverse of the Note) and (y) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

(b)  Restrictions on Transfer of a Definitive Note for a Beneficial Interest in a Global Security.  A Definitive Note may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Note except upon satisfaction of the requirements set forth below.  Upon receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:

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(i) certification, in the form set forth on the reverse of the Note, that such Definitive Note is either (A) being transferred to a QIB in accordance with Rule 144A or (B) is being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Note in reliance on Regulation S to a buyer who elects to hold its interest in such Note in the form of a beneficial interest in the Permanent Regulation S Global Note; and

(ii) written instructions directing the Trustee to make, or to direct the Notes Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Note (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Note (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, such instructions to contain information regarding the Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the custodian for the Notes to cause, in accordance with the standing instructions and procedures existing between the Depository and the custodian for the Notes, the aggregate principal amount of Notes represented by the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, to be increased by the aggregate principal amount of the Definitive Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, equal to the principal amount of the Definitive Note so canceled.  If no Rule 144A Global Notes or Permanent Regulation S Global Notes, as applicable, are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers’ Certificate, a new Rule 144A Global Note or Permanent Regulation S Global Note, as applicable, in the appropriate principal amount.

(c)  Transfer and Exchange of Global Notes.  (i)  The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor.  A transferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Note.  The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred.

(ii)  If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest is being transferred.

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(iii)  Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Note may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.

(iv)  In the event that a Global Note is exchanged for Definitive Notes pursuant to Section 2.4 of this Appendix prior to the consummation of a Registered Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Notes, such Notes may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on the reverse of the Initial Notes intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

(d)  Restrictions on Transfer of Temporary Regulation S Global Notes.  During the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Notes may only be sold, pledged or transferred only (i) to the Company, (ii) in an offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for interest in a Permanent Regulation S Global Note), or (iii) pursuant to an effective registration statement under the Act, in each case in accordance with any applicable securities laws of any state of the United States.

(e)  Legend.

(i)  Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note certificate evidencing the Global Notes (and all Notes issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER

7

THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

Each Definitive Note will also bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

(ii)  Upon any sale or transfer of a Transfer Restricted Note (including any Transfer Restricted Note represented by a Global Note) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Note for a certificated Note that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Note, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth on the reverse of the Note).

(iii)  After a transfer of any Initial Notes or Private Exchange Notes pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes or Private Exchange Notes, as the case may be, all requirements pertaining to legends on such Initial Note or such Private Exchange Note will cease to apply, the requirements requiring any such Initial Note or such Private Exchange Note issued to certain Holders be issued in global form will cease to apply, and a certificated Initial Note or Private Exchange Note or an Initial Note or Private Exchange Note in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial Notes or Private Exchange Notes upon exchange of such transferring Holder’s certificated Initial Note or Private Exchange Note or appropriate directions to transfer such Holder’s interest in the Global Note, as applicable.

(iv)  Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial

8

Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Exchange Notes in certificated or global form, in each case without the restrictive securities legend set forth in Exhibit A hereto will be available to Holders that exchange such Initial Notes in such Registered Exchange Offer.

(v)  Upon the consummation of a Private Exchange with respect to the Initial Notes, all requirements pertaining to such Initial Notes that Initial Notes issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Notes that do not exchange their Initial Notes, and Private Exchange Notes in global form with the global securities legend and the Restricted Notes Legend set forth in Exhibit A hereto will be available to Holders that exchange such Initial Notes in such Private Exchange.

(f)  Cancellation or Adjustment of Global Note.  At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, redeemed, purchased or canceled, such Global Note shall be returned to the Depository for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for certificated Notes, redeemed, purchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian for the Notes, to reflect such reduction.

(g)  No Obligation of the Trustee.

(i)  The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes.  All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note).  The rights of beneficial owners in any Global Note shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository.  The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners.

(ii)  The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture,

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and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4  Certificated Notes.

(a)  A Global Note deposited with the Depository or with the Trustee as custodian for the Depository pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.3 hereof and (i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor Depository is not appointed by the Company within 90 days of such notice, (ii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under this Indenture or (iii) an Event of Default has occurred and is continuing.

(b)  Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depository to the Trustee located at its principal corporate trust office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.  Any portion of a Global Note transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of $1,000 principal amount and any integral multiple thereof and registered in such names as the Depository shall direct.  Any Definitive Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.3(e) hereof, bear the restricted securities legend and definitive note legend set forth in Exhibit A hereto.

(c)  Subject to the provisions of Section 2.4(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d)  In the event of the occurrence of one of the events specified in Section 2.4(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in definitive, fully registered form without interest coupons.

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EXHIBIT A
TO
RULE 144A/REGULATION S APPENDIX

[FORM OF FACE OF INITIAL NOTE]

[Global Notes Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH THE RULE 144A THEREUNDER.]

[Restricted Notes Legend]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED

STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[Temporary Regulation S Global Note Legend]

EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.  DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.  HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM

2

ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (B) PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

BENEFICIAL INTEREST IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE).

[Definitive Notes Legend]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

3

CUSIP:
ISIN:

TD FUNDING CORPORATION

No. $

8³/₈% SENIOR SUBORDINATED NOTES DUE 2011

TD FUNDING CORPORATION, a Delaware corporation promises to pay to “Cede & Co.”, or registered assigns, the principal sum of               Dollars on July 15, 2011.

Interest Payment Dates:  January 15 and July 15.

Record Dates:  January 1 and July 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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Dated:
			TD FUNDING CORPORATION,
				By:
					Name:
					Title:
				By:
					Name:
					Title:
The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of TD Funding Corporation with and into TransDigm Inc. with TransDigm Inc. continuing as the surviving corporation, it will succeed by operation of law to all of the rights and obligations of TD Funding Corporation set forth herein and that all references herein to the “Company” shall thereupon be deemed to be references to the undersigned.
TRANSDIGM INC.,
By
	Name:
	Title:
By
	Name:
	Title:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.
	By:
		Name:
		Title:

5

[FORM OF REVERSE SIDE OF INITIAL NOTE]

8³/₈% SENIOR SUBORDINATED NOTES DUE 2011

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.INTEREST. TD Funding Corporation, a Delaware corporation (such corporation, and its successors and assigns under the Indenture, including TransDigm Inc. following the merger of TD Funding Corporation with and into TransDigm Inc., being herein called the “Company”), promises to pay interest on the principal amount of this Note at 8³/₈% per annum from July 22, 2003 until maturity; provided that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest (the “Additional Interest”) of $0.05 per week per $1,000 principal amount of Notes will accrue on the Notes for the first 90-day period immediately following the occurrence of a Registration Default (increasing by an additional $0.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.00% per annum). The Company shall pay interest and Additional Interest semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is equal to the interest rate on the Note then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in

6

such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.INDENTURE. The Company issued the Notes under an Indenture dated as of July 22, 2003 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Company.

5.SUBORDINATION. The Notes are subordinated to Senior Debt of the Company, as defined in the Indenture.  To the extent provided in the Indenture, Senior Debt of the Company must be paid before the Notes may be paid.  The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

6.OPTIONAL REDEMPTION.

(a)Except as provided in Section 6(b) hereof, the Notes shall not be redeemable at the Company’s option prior to July 15, 2006. Thereafter, the Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest and Additional Interest thereon, if any, to the applicable redemption date, if redeemed during the twelve month period commencing on July 15 of the year set forth below:

Year	Percentage of Principal Amount
2006	106.281	%
2007	104.188	%
2008	102.094	%
2009 and thereafter	100.000	%

(b)Notwithstanding the foregoing prior to July 15, 2006, the Company may at its option on one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108.375%, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains

7

outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 60 days after the date of the related Equity Offering.

7.MANDATORY REDEMPTION. The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

8.REPURCHASE AT OPTION OF HOLDER.

(a)If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest and Additional Interest, if any, to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

(b)If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances the Company is required to commence an offer to all Holders of Notes (as “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture.  The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer.  Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount (as defined in the Indenture) at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt).  To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

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9.NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

10.DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption and ending at the close of business on such day or during the period between a record date and the next succeeding Interest Payment Date.

11.PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12.AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Guarantees or the Notes may be amended or supplemented, to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture or the Appendix to the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guarantee with respect to the Notes.

13.DEFAULTS AND REMEDIES.  Events of Default include: (i) the failure to pay interest or Additional Interest, if any, on any Notes when the same becomes due and payable if the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes

9

tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 or Section 11.06 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity) or the acceleration of the maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $10.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

14.GUARANTEE.The payment by the Company of the principal of, and premium and interest (including Additional Interest, if any) on, the Notes is fully and unconditionally guaranteed on a joint and several senior subordinated basis by each of the Guarantors.

15.TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

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16.NO RECOURSE AGAINST OTHERS. A past, present or future director, officer, employee, incorporator or stockholder of Parent, the Company or any Subsidiary of the Company (other than the Company, Parent or any Subsidiary of the Company that is a Guarantor), as such, shall not have any liability for any obligations of Parent, the Company or any Subsidiary of the Company under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

17.AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18.ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

19.ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of July 22, 2003, among the Company and the parties named on the signature pages thereof.  Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

20.CUSIP and ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

TransDigm Inc.
26380 Curtis Wright Parkway
Richmond Heights, Ohio  44143
Attention:  Corporate Secretary

11

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                              agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Company; or
(2)	o	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act; or
(3)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act; or
(4)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or
(5)	o	pursuant to another available exemption from registration under the Securities Act; or
(6)	o	pursuant to an effective registration statement under the Securities Act;

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Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3), (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes , such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE:  To be executed by an executive officer

14

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of
Exchange Amount of decrease in
Principal amount of this
Global Note Amount of increase in
Principal amount of this
Global Note Principal amount of this
Global Note following such
decrease or increase) Signature of authorized
officer of Trustee or
Custodian for the Notes

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10  or 4.15 of the Indenture, check the box:

o

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, state the amount in principal amount:  $•

Date:		Your Signature:
			(Sign exactly as your name appears on the other side of this Security.)
Signature Guarantee:
	(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

16

EXHIBIT B
TO
RULE 144A/REGULATION S APPENDIX

CUSIP:
ISIN:

[FORM OF FACE OF EXCHANGE NOTE
OR PRIVATE EXCHANGE NOTE] */**/

*/ If the Note is to be issued in global form add the Global Notes Legend from Exhibit A to Rule 144A/Regulation S Appendix and the attachment from such Exhibit A captioned - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.

**/ If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Notes Legend from Exhibit A to Rule 144A/Regulation S Appendix and replace the Assignment Form included in this Exhibit B with the Assignment Form included in such Exhibit A.

TRANSDIGM INC.

No. $

8³/₈% SENIOR SUBORDINATED NOTES DUE 2011

TRANSDIGM INC., a Delaware corporation promises to pay to “Cede & Co.”, or registered assigns, the principal sum of                  Dollars on July 15, 2011.

Interest Payment Dates:  January 15 and July 15.

Record Dates:  January 1 and July 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

2

Dated:
			TRANSDIGM, INC.,
				By:
					Name:
					Title:
				By:
					Name:
					Title:
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.
	By:
		Name:
		Title:

3

[FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE]

8³/₈% SENIOR SUBORDINATED NOTES DUE 2011

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.INTEREST.TransDigm Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the “Company”), promises to pay interest on the principal amount of this Note at 8³/₈% per annum from July 22, 2003 until maturity; [provided that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest (the “Additional Interest”) of $0.05 per week per $1,000 principal amount of Notes will accrue on the Notes for the first 90-day period immediately following the occurrence of a Registration Default (increasing by an additional $0.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.00% per annum)](1). The Company shall pay interest [and Additional Interest] semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is equal to the interest rate on the Note then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest [and Additional Interest] (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) [and Additional Interest, if any] to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest [and Additional Interest, if any,] at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest [and Additional Interest, if any,] may be made by check mailed to the Holders at their addresses set forth in the register of

(1)  Insert if at the date of issuance of the Exchange Note or Private Exchange Note (as the case may be) any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs.

4

Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.INDENTURE. The Company issued the Notes under an Indenture dated as of July 22, 2003 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Company.

5.SUBORDINATION. The Notes are subordinated to Senior Debt of the Company, as defined in the Indenture.  To the extent provided in the Indenture, Senior Debt of the Company must be paid before the Notes may be paid.  The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

6.OPTIONAL REDEMPTION.

(c)Except as provided in Section 6(b) hereof, the Notes shall not be redeemable at the Company’s option prior to July 15, 2006. Thereafter, the Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest [and Additional Interest] thereon, if any, to the applicable redemption date, if redeemed during the twelve month period commencing on July 15 of the year set forth below:

Year	Percentage of Principal Amount
2006	106.281	%
2007	104.188	%
2008	102.094	%
2009 and thereafter	100.000	%

(d)Notwithstanding the foregoing prior to July 15, 2006, the Company may at its option on one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price

5

(expressed as a percentage of principal amount) of 108.375%, plus accrued and unpaid interest [and Additional Interest, if any,] to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 60 days after the date of the related Equity Offering.

7.MANDATORY REDEMPTION.  The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

8.REPURCHASE AT OPTION OF HOLDER.

(e)If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest [and Additional Interest, if any,] to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

(f)If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances the Company is required to commence an offer to all Holders of Notes (as “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture.  The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer.  Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount (as defined in the Indenture) at a price equal to 100% of their  principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest [and Additional Interest] thereon, [if any,] to the purchase date, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt).  To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the

6

Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

9.NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

10.DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption and ending at the close of business on such day or during the period between a record date and the next succeeding Interest Payment Date.

11.PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12.AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Guarantees or the Notes may be amended or supplemented, to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture or the Appendix to the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder, to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guarantee with respect to the Notes.

13.DEFAULTS AND REMEDIES.  Events of Default include: (i) the failure to pay interest [or Additional Interest, if any,] on any Notes when the same becomes due

7

and payable if the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 or Section 11.06 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity) or the acceleration of the maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $10.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest [or Additional Interest]) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest [(including Additional Interest, if any)] on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

14.GUARANTEE.The payment by the Company of the principal of, and premium and interest [(including Additional Interest, if any)] on, the Notes is fully and unconditionally guaranteed on a joint and several senior subordinated basis by each of the Guarantors.

8

15.TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16.NO RECOURSE AGAINST OTHERS. A past, present or future director, officer, employee, incorporator or stockholder of Parent, the Company or any Subsidiary of the Company (other than the Company, Parent or any Subsidiary of the Company that is a Guarantor), as such, shall not have any liability for any obligations of Parent, the Company or any Subsidiary of the Company under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

17.AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18.ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

[19.ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Notes shall have all the rights set forth in the Registration Rights Agreement dated as of July 22, 2003, among the Company and the parties named on the signature pages thereof.  Each Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.](2)

20.CUSIP and ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(2)  Delete if this Note is not being issued in exchange for an Initial Note.

9

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

TransDigm Inc.
26380 Curtis Wright Parkway
Richmond Heights, Ohio  44143
Attention:  Corporate Secretary

10

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                               agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Note.

11

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box:

o

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, state the amount in principal amount:  $•

Date:		Your Signature:
			(Sign exactly as your name appears on the other side of this Security.)
Signature Guarantee:
	(Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended

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EX-4.2

Exhibit 4.2

[FORM OF NOTE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS tWRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

1

TRANSDIGM INC.

No.                                                                                                                                                  $

8 3/8% SENIOR SUBORDINATED NOTES DUE 2011

TRANSDIGM INC., a Delaware corporation promises to pay to “Cede & Co.”, or registered assigns, the principal sum of               Dollars on July 15, 2011.

Interest Payment Dates:  January 15 and July 15.

Record Dates:  January 1 and July 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

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Dated: 

TRANSDIGM, INC.,
By:
	Name:
	Title:
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

THE BANK OF NEW YORK, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned Indenture.
By:
	Name:
	Title:

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[FORM OF REVERSE SIDE OF NOTE]

8 3/8% SENIOR SUBORDINATED NOTES DUE 2011

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1.             Interest. TransDigm Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture, being herein called the “Company”), promises to pay interest on the principal amount of this Note at 8 3/8% per annum from July 22, 2003 until maturity; [provided that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional interest (the “Additional Interest”) of $0.05 per week per $1,000 principal amount of Notes will accrue on the Notes for the first 90-day period immediately following the occurrence of a Registration Default (increasing by an additional $0.05 per week per $1,000 principal amount of Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.00% per annum)](1). The Company shall pay interest [and Additional Interest] semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be January 15, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is equal to the interest rate on the Note then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest [and Additional Interest] (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2.             Method of Payment. The Company will pay interest on the Notes (except defaulted interest) [and Additional Interest, if any] to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest [and Additional Interest, if any,] at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest [and Additional Interest, if any,]

_________________________

(1.) Insert if at the date of issuance of the Exchange Note or Private Exchange Note (as the case may be) any Registration Default has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs.

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may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3.             Paying Agent and Registrar. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

4.             Indenture. The Company issued the Notes under an Indenture dated as of July 22, 2003 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Company.

5.             Subordination. The Notes are subordinated to Senior Debt of the Company, as defined in the Indenture.  To the extent provided in the Indenture, Senior Debt of the Company must be paid before the Notes may be paid.  The Company agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

6.             Optional Redemption.

Except as provided in Section 6(b) hereof, the Notes shall not be redeemable at the Company’s option prior to July 15, 2006. Thereafter, the Notes shall be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount thereof) set forth below plus accrued and unpaid interest [and Additional Interest] thereon, if any, to the applicable redemption date, if redeemed during the twelve month period commencing on July 15 of the year set forth below:

Year	Percentage of Principal    Amount
2006	106.281%
2007	104.188%
2008	102.094%
2009 and thereafter	100.000%

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(a)           Notwithstanding the foregoing prior to July 15, 2006, the Company may at its option on one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 108.375%, plus accrued and unpaid interest [and Additional Interest, if any,] to the redemption date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (2) each such redemption occurs within 60 days after the date of the related Equity Offering.

7.             Mandatory Redemption.  The Company shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

8.             Repurchase at Option of Holder.

If a Change of Control occurs, each Holder shall have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described in the Indenture (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest [and Additional Interest, if any,] to the date of purchase. Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment Date.

(b)           If the Company or a Restricted Subsidiary consummates any Asset Sales, under certain circumstances the Company is required to commence an offer to all Holders of Notes (as “Net Proceeds Offer”) pursuant to Section 3.09 of the Indenture.  The Net Proceeds Offer may also be made to holders of other Senior Subordinated Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer.  Pursuant to the Net Proceeds Offer, the Company shall offer to purchase, on a pro rata basis, the maximum amount of Notes and, if it so elects, such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount (as defined in the Indenture) at a price equal to 100% of their  principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof) plus accrued and unpaid interest [and Additional Interest] thereon, [if any,] to the purchase date, in accordance with the procedures set forth in the Indenture (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior

6

Subordinated Debt).  To the extent that the aggregate amount of Notes or such other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency for general corporate purposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes or such other Senior Subordinated Debt surrendered by holders thereof exceeds the amount of Net Proceeds Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive a Net Proceeds Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

9.             Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

10.           Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes during a period beginning at the opening of business 15 days before the day of the mailing of notice of redemption and ending at the close of business on such day or during the period between a record date and the next succeeding Interest Payment Date.

11.           Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

12.           Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Guarantees or the Notes may be amended or supplemented, to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture or the Appendix to the Indenture relating to the form of the Notes (including the related definitions) in a manner that does not adversely affect any Holder, to provide for the assumption of the

7

Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Notes issued after the Issue Date in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Guarantee with respect to the Notes.

13.           Defaults and Remedies.  Events of Default include: (i) the failure to pay interest [or Additional Interest, if any,] on any Notes when the same becomes due and payable if the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 or Section 11.06 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity) or the acceleration of the maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $10.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $10.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest [or Additional Interest]) if it determines that withholding notice is in their interest. The Holders of a majority in

8

aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest [(including Additional Interest, if any)] on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

14.           Guarantee.The payment by the Company of the principal of, and premium and interest [(including Additional Interest, if any)] on, the Notes is fully and unconditionally guaranteed on a joint and several senior subordinated basis by each of the Guarantors.

15.           Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

16.           No Recourse Against Others. A past, present or future director, officer, employee, incorporator or stockholder of Parent, the Company or any Subsidiary of the Company (other than the Company, Parent or any Subsidiary of the Company that is a Guarantor), as such, shall not have any liability for any obligations of Parent, the Company or any Subsidiary of the Company under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

17.           Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

18.           Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

19.           CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

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The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

TransDigm Inc.
26380 Curtis Wright Parkway
Richmond Heights, Ohio  44143
Attention:  Corporate Secretary

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___________________________________________________________________

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

                (Print or type assignee’s name, address and zip code)

                (Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                           agent to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

___________________________________________________________

Date: ________________ Your Signature:_____________________

___________________________________________________________

Sign exactly as your name appears on the other side of this Note.

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 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

                                   The following increases or decreases in this Global Note have been made:

Date of Exchange Amount of decrease in Principal  amount of this Global Note Amount of increase in Principal amount of this Global Note Principal amount of this Global Note following such decrease or increase) Signature of authorized officer of Trustee or Custodian for the Notes

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box:

o

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, state the amount in principal amount:  $·

Date: _______________                   Your Signature:                    __________________

(Sign exactly as your name
appears on the other side of
 this Security.)

Signature Guarantee: ___________________________________________________________________
                                                                                  (Signature must be guaranteed)

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended

13

EX-4.3

EXHIBIT 4.3

$400,000,000

TD Funding Corporation

8³/₈% Senior Subordinated Notes Due 2011

REGISTRATION RIGHTS AGREEMENT

July 22, 2003

CREDIT SUISSE FIRST BOSTON LLC

Banc of America Securities LLC

UBS Securities LLC

c/o Credit Suisse First Boston LLC

Eleven Madison Avenue,

New York, New York  10010-3629

Dear Sirs:

TD Funding Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Banc of America Securities LLC and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a Purchase Agreement dated as of July 15, 2003 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 8³/₈% Senior Subordinated Notes Due 2011 (the “Initial Securities”) to be guaranteed (the “Guaranties”) by TransDigm Holding Company and each of the subsidiaries of the Company listed in Schedule I hereto (collectively, the “Guarantors”).  The Initial Securities will be issued pursuant to an Indenture dated as of the date hereof (the “Indenture”), among the Company, the Guarantors and The Bank of New York, as trustee (the “Trustee”).  As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to enter into this Agreement.  Following the closing of the Company Merger (as defined in the Purchase Agreement), references in this Agreement to the Company will mean TransDigm, Inc., as the surviving company in the Merger.  Accordingly, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the “Holders”), as follows:

1.  Registered Exchange Offer.  Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90^th day being a “Filing Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Closing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture, identical in all material respects to the Initial Securities and

registered under the Securities Act (the “Exchange Securities”).  The Company shall (i) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 180 days after the Closing Date (such 180^th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”).

If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Statement is declared effective (such 40th day being the “Consummation Deadline”).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States.

The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided,

2

however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180-days after the consummation of the Registered Exchange Offer.

If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Initial Securities (the “Private Exchange Securities”).  The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities”.

In connection with the Registered Exchange Offer, the Company shall:

(a) mail, or cause to be mailed, to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b)  keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders;

(c) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(d) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(e) otherwise comply in all material respects with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:

(x) accept for exchange all the Initial Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer and the Private Exchange, if any;

(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and

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(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange.

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid or duly provided for in accordance with the Indenture on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial Securities; provided that if an Initial Security is surrendered for exchange on or after a record date for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid on the Initial Security, interest on the Exchange Security received in exchange for such Initial Security will accrue from the date of such interest payment date.

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company in writing, as a condition to its participation in the Registered Exchange Offer, that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Registered Exchange Offer such Holder will have no arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate”, as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Company will use its reasonable best efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company to consummate the Registered Exchange Offer.  The Company will pursue the issuance of such a decision to the Commission staff level.  In connection with the foregoing, the Company will take all such other reasonable actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

2.  Shelf Registration.  If, (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the 220^th day after the Closing Date, (iii) any Initial Purchaser so requests with respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged for Exchange Securities in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests, the Company shall take the following actions (the date on which any of the conditions described in the foregoing clauses (i) through (iv) occur, including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger Date”):

(a)  The Company shall promptly (but in no event more than 60 days after the Trigger Date (such 60th day being a “Filing Deadline”)) file with the Commission and thereafter use its reasonable best efforts to cause to be declared effective, in the case of Section 2(i) above, no later than 180 days after the Closing Date and, in the case of, Sections 2(ii), 2(iii) or 2(iv) above, no later than the 60^th day after the applicable Filing Deadline (such 180^th or 60^th day, as applicable, being an “Effectiveness Deadline”) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b)  The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of

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two years (or for such longer period if extended pursuant to Section 3(j) below) from the date hereof or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are no longer restricted securities (as defined in Rule 144 under the Securities Act, or any successor rule thereof).  The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite time period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

(c)  Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.  Registration Procedures.  In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a)  The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the

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reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include the names of the Holders who propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b)  The Company shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i) when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the happening of any event that requires the Company to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c)  The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement.

(d)  The Company shall furnish to each Holder of Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference).

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(e)  The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests in writing, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f)  The Company shall, during the Shelf Registration Period, deliver to each Holder of Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request in writing.  The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the Securities in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g)  The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request.  The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement.

(h)  Prior to any public offering of the Securities pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Securities reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i)  The Company shall cooperate with the Holders of the Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

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(j)  Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  If the Company notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j).

(k)  Not later than the effective date of the applicable Registration Statement, the Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the applicable trustee with printed certificates for the Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company.

(l)  The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) a consolidated earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m)  The Company shall cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and containing such changes, if any, as shall be necessary for such qualification.  In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(n)  The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time

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reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request.

(o)  The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.

(p)  In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

(q)  In the case of any Shelf Registration, the Company, if requested by any Holder of Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement, it being agreed that the matters to be covered by such opinion shall include, without limitation, the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of

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any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r)  In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker Dealer signed opinions in the form set forth in Sections 6(d) and 6(e) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker Dealer comfort letters, in customary form, meeting the requirements as to the substance thereof as set forth in Sections 6(a), 6(c) and 6(i) of the Purchase Agreement, with appropriate date changes.

(s)  If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Initial Securities by Holders to the Company (or to such other Person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or caused to be marked, on the Initial Securities so exchanged that such Initial Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Initial Securities be marked as paid or otherwise satisfied.

(t)  The Company will use its reasonable best efforts to (a) if the Initial Securities have been rated prior to the initial sale of such Initial Securities, confirm that such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Securities were not previously rated cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u)  In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the National Association of Securities Dealers, Inc. (“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company will assist such broker-

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dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 2720) to participate in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v)  The Company shall use its reasonable best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4.  Registration Expenses.

(a)  All expenses incident to the Company’s performance of and compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement is ever filed or becomes effective, including without limitation;

(i) all registration and filing fees and expenses;

(ii) all fees and expenses of compliance with federal securities and state “blue sky” or securities laws;

(iii) all expenses of printing (including printing certificates for the Securities to be issued in the Registered Exchange Offer and the Private Exchange and printing of Prospectuses), messenger and delivery services and telephone;

(iv) all fees and disbursements of counsel for the Company;

(v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof; and

(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.

(b)  In connection with any Registration Statement required by this Agreement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted

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Securities who are tendering Initial Securities in the Registered Exchange Offer or selling or reselling Securities pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cravath, Swaine & Moore LLP unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

5.  Indemnification.

(a)  The Company agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified

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Party.  The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b)  Each Holder of the Securities, severally and not jointly, will indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.

(c)  Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above.  In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any

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pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)  If the indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d).  Notwithstanding any other provision of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.

(e)  The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

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6.  Additional Interest Under Certain Circumstances.

(a)  Additional interest (the “Additional Interest”) with respect to the Securities shall be assessed, as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):

(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;

(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;

(iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or

(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.

Additional Interest shall accrue on the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of $0.05 per week per $1,000 principal amount of Initial Securities (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default.  The Additional Interest Rate shall increase by an additional $0.05 per week per $1,000 principal amount of Initial Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum.

(b)  A Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit

16

Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c)  Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in cash on the regular interest payment dates with respect to the Securities.  The amount of Additional Interest will be determined by multiplying the applicable Additional Interest Rate by the principal amount of the Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d)  “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.

7.  Rules 144 and 144A.  The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A.  The Company covenants that it will take such further action as any Holder of Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).  The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon written request.  Upon the written request of any Holder of Initial Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

8.  Underwritten Registrations.  If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing

17

Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9.  Miscellaneous.

(a)  Remedies.  The Company acknowledges and agrees that any failure by the Company to comply with its obligations under Section 1 and 2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Sections 1 and 2 hereof.  The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)  No Inconsistent Agreements.  The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

(c)  Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of the Securities affected by such amendment, modification, supplement, waiver or consents.  Without the consent of the Holder of each Security, however, no modification may change the provisions relating to the payment of Additional Interest.

(d)  Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air courier which guarantees overnight delivery:

(1)  if to a Holder of the Securities, at the most current address given by such Holder to the Company.

(2)  if to the Initial Purchasers:

18

Credit Suisse First Boston LLC

Eleven Madison Avenue

New York, NY 10010-3629

Fax No.:  (212) 325-8278

Attention:  Transactions Advisory Group

with a copy to:

Cravath, Swaine & Moore

825 Eighth Avenue

Worldwide Plaza

New York, NY 10019-7475

Fax No.:  (212) 474-3700

Attention:  Stephen L. Burns, Esq.

(3) if to the Company:

TransDigm Inc.

26380 Curtis Wright Parkway

Richmond Heights, Ohio  44193

Fax No.:  (216) 289-4937

Attention:Gregory Rufus,
Vice President and
Chief Financial Officer

with copies to:

Warburg Pincus LLC

466 Lexington Avenue

New York, NY 10017

Fax No.:  (212) 878-9100

Attention:  General Counsel

and

Willkie Farr & Gallagher

787 Seventh Avenue

New York, NY 10019

Fax No.:  (212) 728-8111

Attention:  Steven J. Gartner, Esq.

All such notices and communications shall be deemed to have been duly given:  at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

19

(e) Third Party Beneficiaries.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.

(f)  Successors and Assigns.  This Agreement shall be binding upon the Company and its successors and assigns.

(g)  Counterparts.  This Agreement may be executed in any number of counterparts (including by facsimile) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)  Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(j)  Severability.  If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)  Securities Held by the Company.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(l) Submission to Jurisdiction; Waiver of Immunities.  Each of the parties hereto hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  To the extent that any such party may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of this Agreement, to the fullest extent permitted by law.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Company and the Guarantors in accordance with its terms.

Very truly yours,
TD FUNDING CORPORATION
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Vice President and Secretary
TD ACQUISITION CORPORATION
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Vice President and Secretary
ZMP, INC.
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chairman and Chief Executive Officer
ADAMS RITE AEROSPACE, INC.
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chairman and Chief Executive Officer
CHRISTIE ELECTRIC CORP.
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chairman and Chief Executive Officer

21

MARATHON POWER TECHNOLOGIES COMPANY
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chairman and Chief Executive Officer
CHAMPION AEROSPACE, INC.
By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chairman and Chief Executive Officer

22

The undersigned hereby acknowledges and agrees
that, upon the effectiveness of the Company Merger
it will succeed by operation of law to all of the rights and
obligations of the Company set forth herein and
that all references herein to the “Company” shall
thereupon be deemed to be references to the
undersigned.

TRANSDIGM INC.

By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President and Chief Executive Officer

The undersigned hereby acknowledges and agrees
that, upon the effectiveness of the Holding Merger
(as defined in the Purchase Agreement), it will
succeed by operation of law to all of the rights and
obligations of TD Acquisition set forth herein and that
all references herein to “Guarantors” shall thereupon
be deemed to include the undersigned.

TRANSDIGM HOLDING COMPANY

By	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President and Chief Executive Officer

23

The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the
date first above written.

CREDIT SUISSE FIRST BOSTON LLC,
as representative for the Initial Purchasers

By	/s/ Edward M. Yorke
	Name: Edward M. Yorke
	Title: Managing Director

24

ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities.  The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale.  See “Plan of Distribution.”

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  See “Plan of Distribution.”

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.  This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities.  The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.  In addition, until                     , 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1)

The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers.  Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices.  Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities.  Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.  The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal.  The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

(1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents.

ANNEX D

o            CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities.  If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SCHEDULE I

Subsidiary Guarantors

ZMP, Inc.

Adams Rite Aerospace, Inc.

Christie Electric Corp.

Marathon Power Technologies Company

Champion Aerospace, Inc.

EX-10.1

EXHIBIT 10.1

STOCKHOLDERS’ AGREEMENT

Dated as of July 22, 2003

TABLE OF CONTENTS

1.	Restrictions on Transfer of Common Stock.		2
	1.1.	General Restrictions on Transfer.	2
	1.2.	Permitted Transferees.	4
2.	Tag-Along and Drag-Along Rights.		5
	2.1.	Tag-Along Rights.	5
	2.2.	Drag-Along Rights.	6
	2.3.	Per Share Purchase Price	8
3.	Additional Offerings.		8
	3.1.	Additional Offerings; Generally	8
	3.2.	Exercise of Purchase Rights	9
	3.3.	Sale of Unpurchased Securities	9
	3.4.	Future Additional Offerings	9
4.	Sales to Third Parties.		9
	4.1.	General	9
	4.2.	Right of First Refusal.	10
5.	Election of Directors.		12
	5.1.	Board Make-up	12
	5.2.	Post Initial Public Offering Board Seats	13
	5.3.	Replacement Directors	13
	5.4.	Committees; Subsidiaries.	14
	5.5.	Irrevocable Proxy	14
6.	Termination of Rights and Obligations Under Certain Sections		14
7.	Legends		15
8.	Covenants, Representation and Warranties.		16
	8.1.	New Management Stockholders	16
	8.2.	Information Rights	16
	8.3.	No Other Arrangements or Agreements	17
9.	Amendment, Modification, Supplement and Waiver		17
10.	Parties.		18
	10.1.	Assignment Generally	18
	10.2.	Termination	18
	10.3.	Agreements to Be Bound.	18
11.	Recapitalizations, Exchanges, etc. Affecting the Shares		19

12.	Transfer of Common Stock		19
13.	Further Assurances		19
14.	Governing Law		19
15.	Invalidity, of Provision		19
16.	Notices		19
17.	Headings; Execution in Counterpart		21
18.	Entire Agreement		21
19.	Injunctive Relief		21
20.	Defined Terms		21
	20.1.	Affiliate	21
	20.2.	Closing Date	21
	20.3.	Exchange Act	21
	20.4.	Indenture	22
	20.5.	Majority Management Stockholders	22
	20.6.	Options	22
	20.7.	Permitted Assignee	22
	20.8.	Person	22
	20.9.	Roll-Over Shares	22
	20.10.	Transfer	22
21.	Irrevocable Proxy.		22
	21.1.	Grant of Proxy	22
	21.2.	Effective Time of Proxy	23

ii

STOCKHOLDERS’ AGREEMENT

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of July 22, 2003, by and among TD Holding Corporation, a Delaware corporation (“Holdings”), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“Warburg Pincus”), the other institutional investors whose names and addresses are set forth from time to time on Schedule I hereto (such institutional investors, together with any Persons who become parties to this Agreement pursuant to the terms of Section 10.3(b) hereof, are hereinafter collectively referred to as the “Other Investors”; the Other Investors and Warburg Pincus are hereinafter collectively referred to as the “Institutional Investors”), and those employees of TransDigm Inc. and certain of its subsidiaries (collectively, “TransDigm”) whose names and addresses are set forth from time to time on Schedule II hereto (such employees, together with any Persons who become parties to this Agreement pursuant to Section 8.1 hereof and each of their respective Permitted Transferees, are hereinafter collectively referred to as the “Management Stockholders”).  Schedule I and Schedule II hereto shall be updated from time to time to include each Management Stockholder or Other Investor, as the case may be, who becomes a party to this Agreement after the date hereof pursuant to the terms hereof.  The Institutional Investors and the Management Stockholders are hereinafter collectively referred to as the “Stockholders.”  Capitalized terms used herein without definition elsewhere in this Agreement are defined in Section 20 hereof.

RECITALS

WHEREAS, on June 6, 2003, TD Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdings (“TD Acquisition”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TransDigm Holding Company, a Delaware corporation (“TransDigm Holding”), pursuant to which TD Acquisition shall be merged with and into TransDigm Holding, with TransDigm Holding as the surviving corporation (the “Merger”);

WHEREAS, immediately prior to the consummation of the transactions contemplated by the Merger Agreement, certain Management Stockholders held certain options to purchase shares of common stock, par value $0.01 per share, of TransDigm Holding (the “Pre-Merger Options”);

WHEREAS, prior to or contemporaneously with the execution of this Agreement, each Management Stockholder who held Pre-Merger Options entered into a letter agreement with Warburg Pincus (each, a “Roll-Over Agreement”) pursuant to which each such Management Stockholder agreed that certain Pre-Merger Options having an aggregate Net Value (as such term is defined in the Merger Agreement) specified in such Management Stockholder’s Roll-Over Agreement shall not be cancelled in connection with the Merger (the “Roll-Over Equity”), but rather, at the Effective Time (as such term is defined in the Merger Agreement), such Management Stockholder’s Roll-Over Equity shall be converted (a) partially into a fully vested option (collectively, the “Roll-Over Options”) to purchase shares of common stock, par value $0.01 per share, of Holdings (the “Common Stock” and together with any shares of Common Stock acquired by any party hereto after the date hereof, whether upon exercise of Options or otherwise, the “Shares”) and (b) partially into a proportionate interest in certain Deferred Compensation Plans of Holdings (as the same may be amended from time to time, the “Deferred Compensation Plans”);

WHEREAS, in addition to being subject to the terms and conditions set forth in this Agreement, the Roll-Over Options and the Roll-Over Shares shall be subject to the terms and conditions of the Roll-Over Agreement to which such Management Stockholder is a party and, in the case of the Roll-Over Options, the terms and conditions of the TD Holding Corporation 2003 Stock Incentive Plan and agreements delivered thereunder (as the same may be amended from time to time, the “Plan”);

WHEREAS, at the Effective Time, and from time to time thereafter, and subject to the terms of Section 8.1 hereof, Holdings has granted or shall grant, as the case may be, to certain Management Stockholders, additional options to purchase shares of Common Stock pursuant to the terms of the Plan and Stock Option Agreement to be entered into between Holdings and such Management Stockholder;

WHEREAS, the Management Stockholders, Warburg Pincus and Holdings are parties to that certain Management Stockholders’ Agreement, dated as of the date hereof, providing for certain put, call and other rights relating to the securities of Holdings held by the Management Stockholders (the “Management Stockholders’ Agreement”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Institutional Investors have entered into a Subscription and Note Purchase Agreement with Holdings (the “Subscription Agreement”), pursuant to which Holdings has issued and sold to each Institutional Investor and each Institutional Investor has purchased from Holdings that number of shares of Common Stock and the aggregate principal amount of Senior Unsecured Promissory Notes of Holdings (collectively, the “Debt Securities”; the Debt Securities and the shares of Common Stock purchased by the Institutional Investors pursuant to the terms of the Subscription Agreement are hereinafter collectively referred to as the “Units”), in each case, as set forth opposite the name of such Institutional Investor on Schedule I thereto; and

WHEREAS, the Institutional Investors, the Management Stockholders and Holdings desire to promote their mutual interests by agreeing to certain matters relating to the operations of Holdings, the disposition and voting of the shares of Common Stock and certain other matters set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, and to implement the foregoing, the parties hereto agree as follows:

1.Restrictions on Transfer of Common Stock.

1.1.General Restrictions on Transfer.

(a)Prior to the fifth anniversary of the date of this Agreement, no Shares owned by any Management Stockholder nor any interest therein nor any rights relating thereto may be Transferred by such Management Stockholder, except for Transfers of Shares (i) to a Permitted Transferee or as otherwise expressly permitted pursuant to Section 1.2, (ii) to Holdings (or a permitted assignee thereof) pursuant to Section 1or Section 2 of the Management Stockholders’ Agreement, (iii) pursuant to Section 2.1 or Section 2.2 hereof or (iv) authorized in writing by a majority of the members of the Board of Directors of Holdings (the “Board”).  From

2

and after the fifth anniversary of the date of this Agreement, in addition to the Transfers of Shares permitted by the immediately preceding sentence hereof, a Management Stockholder shall be permitted to Transfer Shares to a bonafide third party purchaser, Holdings or Warburg Pincus, as the case may be, pursuant to Section 4 hereof.

(b)Prior the fifth anniversary of the date of this Agreement, no Units owned by any Instititutional Investor nor any interest therein nor any rights relating thereto may be Transferred by such Institutional Investor, except for Transfers of Units (i) to a Permitted Assignee, subject to compliance with Section 10.3(b) hereof, (ii) pursuant to tag-along rights granted to such Institutional Investor pursuant to Section 2.1 hereof, it being understood that this clause (ii) shall not permit an Institutional Investor, absent the prior written authorization of the Board, to sell Units pursuant to Section 2.1 as a Selling Stockholder, (iii) pursuant to Section 2.2 hereof, (iv) authorized in writing by a majority of the members of the Board or (v) by Warburg Pincus pursuant to Section 1.1(c) below.  From and after the fifth anniversary of the date of this Agreement, and subject to the immediately following sentence hereof, in addition to the Transfers of Units permitted by the immediately preceding sentence hereof, an Institutional Investor shall be permitted to Transfer Units to a bonafide third party purchaser, Holdings or Warburg Pincus, as the case may be, pursuant to Section 4 hereof.  Without limiting the foregoing, each Institutional Investor hereby acknowledges and agrees that it may not Transfer all or any portion of the shares of Common Stock owned by it unless such Institutional Investor is then Transferring a corresponding aggregate principal amount of Debt Securities which, together with the portion of the shares of Common Stock then being Transferred, comprises a Unit.

(c)Notwithstanding anything to the contrary contained in this Agreement, the provisions of Section 1.1(b), Section 2.1 and Section 4 shall not apply to any Transfer of Units by Warburg Pincus (i) made to an institutional investor, provided (x) such Transfer is made within ninety (90) calendar days of the date of this Agreement, (y) the price paid for any Units so Transferred shall be equal to the price paid for a Unit by the Institutional Investors (other than Warburg Pincus) pursuant to the terms of the Subscription Agreement plus an amount equal to any accrued but unpaid interest in respect of the Units being Transferred and (z) the transferree thereof agrees to be bound by the terms and provisions of this Agreement pursuant to Section 10.3(b) hereof or (ii) pursuant to Section 2.2; provided, however, with respect to clause (i) immediately above, immediately after giving effect to any sale or sales of Units during such ninety (90) calendar day period, Warburg Pincus shall own, either directly or indirectly, at least fifty (50%) of the Units then outstanding.

(d)From and after the date hereof until the fifth (5^th) anniversary of the date of this Agreement, Warburg Pincus, in its capacity as a member, shall not Transfer any Percentage Interests (as such term is defined in the LLC Agreement (as hereinafter defined)) of TD Co-Investors, LLC, a Delaware limted liability company (the “LLC”); provided, however, nothing contained in this Section 1.1(d) shall prevent Warburg Pincus from Transferring such Percentage Interests to (i) a Permitted Assignee thereof or (ii) in accordance with the terms of Section 12 of that certain Amended and Restated Limited Liability Company Agreement of the LLC, dated as of July 15, 2003 (the “LLC Agreement”), it being understood and agreed that that portion of Section 12 of the LLC Agreement which permits Warburg Pincus, for a period of ninety (90) calendar days’ following the effective date thereof, to sell a portion of the Percentage

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Interests owned by it, shall not be amended, waived or otherwise modified without the prior written consent of the Institutional Investors holding a majority of the Units held by all Institutional Investors as of the date of such determination (the “Majority Institutional Investors”).

1.2.Permitted Transferees.

(a)Trust, Corporation, Partnership, etc.  Subject to Section 10.3(a), a Management Stockholder may Transfer any shares of Common Stock owned by him or her or any interest therein (i) for estate-planning purposes of such Management Stockholder and with the prior written consent of the Compensation Committee of the Board (the “Committee”), which consent shall not be unreasonably withheld, to (x) a trust under which the distribution of the shares of Common Stock Transferred thereto may be made only to beneficiaries who are such Management Stockholder, his or her spouse, his or her parents, members of his or her immediate family or his or her lineal descendants (collectively, “Permitted Family Members”), (y) a corporation the stockholders of which are only such Management Stockholder or Permitted Family Members or (z) a partnership the partners of which are only such Management Stockholder or Permitted Family Members or (ii) in case of the death of a Management Stockholder, by will or by the laws of intestate succession, to his or her executors, administrators, testamentary trustees, legatees or beneficiaries (each such Person to which a Transfer is permitted pursuant to clauses (i) and (ii) immediately above is hereinafter referred to as a “Permitted Transferee” and collectively, as the “Permitted Transferees”); provided, however, that in each such case, the shares of Common Stock so Transferred shall be subject to all provisions of this Agreement as though the transferring Management Stockholder were still the holder of such shares.

(b)Security Agreements.  Subject to Section 10.3(a), a Management Stockholder may pledge any or all of the shares of Common Stock owned by him or her or grant a security interest therein to secure indebtedness of such Management Stockholder owing to a bank or other financial institution so long as such indebtedness and the related pledge and/or securitiy interest were (i) previously approved in writing by the Committee and (ii) incurred or granted, as the case may be, for the purpose of paying all or part of the purchase or exercise price with respect to such shares of Common Stock or for the purpose of refinancing indebtedness incurred for such purpose; provided, however, that it shall be a condition to the effectiveness of any Transfer pursuant to this Section 1.2(b) that the transferee shall have acknowledged and agreed in writing that any interest in any shares of Common Stock Transferred to such transferee pursuant to this Section 1.2(b) shall only entitle such transferee to the proceeds from any sale of such shares of Common Stock made in compliance with the terms of this Agreement and any proceeds of any distribution to stockholders on account of the shares of Common Stock so Transferred in any liquidation as a result of any bankruptcy proceeding or the winding up of the affairs of Holdings, but in no event shall any such Transfer entitle such transferee to title to such shares of Common Stock or any other rights, including voting rights, incident thereto.  Prior to the execution thereof, the Management Stockholder shall provide Holdings with a copy of any pledge or security agreements or other related financing agreements relating to such Transfer and any such agreements shall be subject to, and acknowledge the rights of, Holdings and the other

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Stockholders set forth herein and the rights of Holdings and Warburg Pincus set forth in the Management Stockholders’ Agreement.

2.Tag-Along and Drag-Along Rights.

2.1.Tag-Along Rights.

(a)Subject to the other terms of this Section 2.1 and the terms of Sections 1.1(b) and 1.1(c), no Institutional Investor shall be permitted to sell any Shares to one or more third parties if such Shares, together with all other Shares previously sold by such Institutional Investor to one or more third parties, would represent more than five percent (5%) of the aggregate number of Shares held by such Institutional Investor immediately after the Closing Date or, in the case of Warburg Pincus, more than five (5%) of the aggregate number of Shares held by it on the date that is ninety (90) calendar days after the Closing Date (in each case, as adjusted to reflect any stock dividend, split, reverse split, combination, recapitalization, reclassification of shares, capital contributions or like event), unless each other Stockholder is offered a right to participate in such sale for a purchase price per Share (computed in accordance with Section 2.3 below and, in the case of options, warrants or other convertible securities, less the exercise or purchase price thereof) equal to the purchase price to be received by the Institutional Investor then proposing to sell such Shares (the “Selling Stockholder”) and on other terms and conditions not less favorable to such other Stockholder than those applicable to the Selling Stockholder.  Any Stockholder who, in accordance with the terms of Section 2.1(c) below, notifies the Selling Stockholder that it desires to participate in any such sale shall have the right to include in such sale an amount of Shares equal to the amount of Shares the third party actually proposes to purchase multiplied by a fraction, the numerator of which shall be the number of Shares owned by such participating Stockholder (calculated by reference to the aggregate number of Shares owned by such Stockholder, including, in the case of a Management Stockholder, the aggregate number of Shares underlying vested Options held by such Management Stockholder, in each case, at the time of such sale), and the denominator of which shall be the aggregate number of Shares owned by the Selling Stockholder and each other Stockholder (including in the case of the Management Stockholders, the aggregate number of Shares underlying vested Options held by the Management Stockholders participating therein) exercising its rights under this Section 2.1(a) (the percentage resulting from the foregoing fraction is hereinafter referred to, with respect to each Institutional Investor, as the “Tag-Along Percentage”).  For the purposes of this Section 2.1, a sale to a “third party” shall not include a sale to any Permitted Assignee or a sale pursuant to an effective registration statement (a “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).

(b)No Institutional Investor may sell all or any portion of the Shares owned by it unless such Institutional Investor is then selling a corresponding aggregate principal amount of Debt Securities which, together with the portion of the Shares then being sold, comprises a Unit.  In furtherance of the foregoing, in the event any Institutional Investor is entitled to tag-along rights with respect to its Shares pursuant to Section 2.1(a) above, such Institutional Investors shall have the additional tag-along rights with respect to the Debt Securities held by it as set forth in Section 2.1(d) below.

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(c)In the event a Selling Stockholder is proposing to sell any Shares and, pursuant to Section 2.1(a), the other Stockholders are entitled to participate in such sale, such Selling Stockholder shall notify each other Stockholder entitled to participate therein in writing of such proposed sale and its terms and conditions.  Within fifteen (15) business days of the date of such notice, each other Stockholder entitled to participate therein shall notify such Selling Stockholder if it elects to participate in such sale.  Any Stockholder that fails to notify the Selling Stockholder within such fifteen (15) business day period shall be deemed to have waived its rights hereunder with respect to such sale.  Notwithstanding anything contained in this Section 2.1 to the contrary, in the event that all or a portion of the purchase price for the Shares being purchased consists of securities and the sale of such securities to a Stockholder entitled to participate therein would, by virtue of the fact that such Stockholder is not an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the option of the Selling Stockholder, any one or more of such Stockholders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Committee.

(d)With respect to each Institutional Investor that elects to participate in a sale of Shares pursuant to Section 2.1(a), such Institutional Investor shall be entitled to include in such sale an aggregate principal amount of such Institutional Investor’s Debt Securities equal to the product obtained by multiplying (i) the aggregate principal amount of Debt Securities that the third party is then proposing to purchase by (ii) such Institutional Investor’s Tag-Along Percentage.

(e)Notwithstanding anything contained in this Section 2.1 to the contrary, and subject to the terms of Section 1.1(c) hereof, each Insititutional Investor hereby acknowledges and agrees that prior to initiating any sale of Units as a Selling Stockholder pursuant to this Section 2.1, such Institutional Investor shall be required to comply with the right of first refusal provisions set forth in Section 4.2 hereof.

2.2.Drag-Along Rights.

(a)If Warburg Pincus is proposing to sell to one or more third parties in excess of fifty percent (50%) of the number of Shares owned by it on the date that is ninety (90) calendar days after the Closing Date, Warburg Pincus shall have the right to require each other Stockholder to sell, in accordance with the immediately following sentence hereof, all or a portion of such other Stockholder’s Shares (including, for these purposes, any warrants, options or other convertible securities to acquire Shares) in such sale.  In the event Warburg Pincus requires the other Stockholders to sell all or a portion of their Shares (including, for these purposes, any warrants, options or other convertible securities to acquire Shares) pursuant to this Section 2.2(a) such other Stockholders shall be required to include in such sale an amount of Shares (including, for these purposes, any warrants, options or other convertible securities to acquire Shares) equal to the aggregate number of Shares owned by such other Stockholder as of the date of the proposed sale (including, for these purposes, any warrants, options or other convertible securities to acquire Shares) multiplied by a fraction, the numerator of which shall be the number of Shares that Warburg Pincus is proposing to sell in such sale, and the denominator

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of which is the aggregate number of Shares owned by Warburg Pincus (including, for these purposes, any warrants, options or other convertible securities to acquire Shares owned by Warburg Pincus), in each case, as of the date of the proposed sale (the percentage resulting from the foregoing fraction is hereinafter referred to as the “Drag-Along Percentage”).  A Stockholder required to sell any Shares (including, for these purposes, any warrants, options or other convertible securities to acquire Shares) pursuant to this Section 2.2(a), shall be entitled to receive in exchange therefor the purchase price per Share received by Warburg Pincus with respect to its Shares in such transaction (computed in accordance with Section 2.3 below and, in the case of options, warrants or other convertible securities, less the exercise or purchase price thereof), and shall otherwise participate in such transaction on other terms and conditions not less favorable to such other Stockholder than those applicable to Warburg Pincus and, subject to Section 2.2(c) below, shall receive the same type of consideration received by Warburg Pincus in such transaction.  In the event that any such transaction involves the merger of Holdings with or into a third party or, in the event that in lieu of the sale of Shares, the transaction involves the sale by Holdings of all or substantially all of Holdings’ assets to any third party, or if such transaction otherwise requires the vote of Holdings’ stockholders, each Stockholder hereby agrees to vote all Shares then owned by such Stockholder in favor of such transaction and to otherwise to take all steps necessary to enable him, her or it to comply with the provisions of this Section 2.2(a) to facilitate any such transaction.  For the purposes of this Section 2.2, a sale to a “third party” shall not include a sale to any Permitted Assignee or a sale pursuant to a Registration Statement.

(b)To exercise the rights granted under Section 2.2(a), Warburg Pincus shall give each other Stockholder a written notice containing (i) the name and address of the proposed transferee(s) and (ii) the proposed purchase price with respect to the Shares, terms of payment and other material terms and conditions of the offer of the proposed transferee(s).  Each Stockholder shall thereafter be obligated to sell its Shares (including, for these purposes, any warrants, options or other convertible securities to acquire Shares) to the proposed transferee(s) or vote its Shares in favor of the proposed transaction, as the case may be, in accordance with Section 2.2(a).

(c)Notwithstanding anything contained in this Section 2.2 to the contrary, in the event that all or a portion of the purchase price for the Shares being purchased consists of securities and the sale of such securities to a Stockholder entitled to participate therein would, by virtue of the fact that such Stockholder is not an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), require either a registration under the Securities Act or the preparation of a disclosure document pursuant to Regulation D under the Securities Act (or any successor regulation) or a similar provision of any state securities law, then, at the option of Warburg Pincus, any one or more of such Stockholders may receive, in lieu of such securities, the fair market value of such securities in cash, as determined in good faith by the Committee.

(d)With respect to each Institutional Investor that is required to participate in any sale of Shares pursuant to this Section 2.2, such Institutional Investor shall be required to include in such sale an aggregate principal amount of such Institutional Investor’s Debt Securities equal to the product obtained by multiplying (i) the aggregate principal amount of Debt Securities owned by such Institutional Investor by (ii) the Drag-Along Percentage.

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2.3.Per Share Purchase Price.  In the event that (a) a Stockholder exercises its tag-along rights pursuant to Section 2.1 above or (b) Warburg Pincus requires the other Stockholders to sell all or a portion of their Shares pursuant to Section 2.2 above, the per Share purchase price for purposes of Section 2.1 and Section 2.2 shall be the per Share price received by the Selling Stockholder or Warburg Pincus, as the case may be, for the Shares that such Stockholder is selling in such transaction.  Notwithstanding the foregoing, if, in connection with any such transaction, in addition to selling Shares, the Selling Stockholder or Warburg Pincus, as the case may be, is also selling all or a portion of such Stockholder’s Debt Securities, then, for purposes of determining the per Share price, any such Debt Securities shall be valued at the principal amount thereof plus all accrued and unpaid interest thereon through the date of the closing of such transaction, and any additional amounts being paid to such Stockholder in connection with any such transaction shall be attributed to such Stockholder’s Shares and the per Share purchase price shall be calculated accordingly.

3.Additional Offerings.

3.1.Additional Offerings; Generally.  If at any time after the date hereof, Holdings proposes to issue equity securities of any kind (the term “equity securities” shall include for these purposes any warrants, options or other rights to acquire equity securities and debt securities convertible into equity securities, but shall not include the issuance of any securities (i) to the public in a firm commitment underwriting pursuant to a Registration Statement, (ii) pursuant to the acquisition of another Person by Holdings or any subsidiary thereof (as consideration for the acquisition and not for the purpose of financing an acquisition), whether by purchase of stock, merger, consolidation, purchase of all or substantially all of the assets of such Person or otherwise, (iii) pursuant to the Plan or another employee stock option plan, stock bonus plan, stock purchase plan or other management equity program approved by a majority of the members of the Board, (iv) pursuant to the terms of the Deferred Compensation Plans or (v) in the form of warrants issued to lessors of property and/or equipment or to financial institutions or related entities in connection with commercial credit or financing or other similar arrangements which are approved by a majority of the members of the Board), then, as to (x) each Institutional Investor (other than Warburg Pincus) who owns at least fifty percent (50%) of the aggregate number of shares of Common Stock owned by such Institutional Investor on the Closing Date or, in the case of Warburg Pincus, at least fifity percent (50%) of the aggregate number of shares of Common Stock owned by Warburg Pincus on the date that is ninety (90) calendar days after the Closing Date, and (y) each Management Stockholder who owns more than one percent (1%) of the shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding Options then held by such Management Stockholder), in each case, measured as of the date of the proposed issuance (each such Person who is referred to in clauses (x) and (y) immediately above is hereinafter referred to, for purposes of this Section 3, as a “Participating Stockholder” and collectively, such Persons are referred to in this Section 3 as the “Participating Stockholders”), Holdings shall:

(a)give written notice (the “Subscription Right Notice”) setting forth in reasonable detail (i) the designation and all of the terms and provisions of the securities proposed to be issued (the “Proposed Securities”), including, where applicable, the voting powers, preferences and relative participating, optional or other special rights, and the qualification, limitations or restrictions thereof and interest rate and maturity; (ii) the

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price and other terms of the proposed sale of such securities; and (iii) the amount of such securities proposed to be issued; and

(b)offer to issue to each Participating Stockholder a portion of the Proposed Securities equal to a percentage determined by dividing (x) the number of shares of Common Stock owned by such Participating Stockholder plus the number of shares of Common Stock issuable to such Participating Stockholder, assuming conversion in full of any convertible securities, including Options, then held by such Participating Stockholder, by (y) the total number of shares of Common Stock then outstanding, including for purposes of this calculation, all shares of Common Stock issuable upon conversion in full of any then outstanding convertible securities, including Options.

3.2.Exercise of Purchase Rights.  Each Participating Stockholder must exercise its purchase rights hereunder within twenty (20) business days after receipt of the Subscription Right Notice.  If all of the Proposed Securities offered to the Participating Stockholders are not fully subscribed by such Participating Stockholders, the remaining Proposed Securities will be reoffered to the Participating Stockholders purchasing their full allotment upon the terms set forth in this Section 3, until all such Proposed Securities are fully subscribed for or until all such Participating Stockholders have subscribed for all such Proposed Securities which they desire to purchase, except that such Participating Stockholders must exercise their purchase rights within ten (10) business days after receipt of all such reoffers.  To the extent that Holdings offers two or more securities in units, the Participating Stockholders must purchase such units as a whole and will not be given the opportunity to purchase only one of the securities making up such unit.

3.3.Sale of Unpurchased Securities.  Upon the expiration of the offering periods described above, Holdings will be free to sell such Proposed Securities that the Participating Stockholders have not elected to purchase during the ninety (90) calendar day period immediately following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Participating Stockholders.  Any Proposed Securities offered or sold by Holdings after such ninety (90) calendar day period must be reoffered to the Participating Stockholders pursuant to this Section 3.

3.4.Future Additional Offerings.  The election by a Participating Stockholder not to exercise its subscription rights under this Section 3 in any one instance shall not affect its right (other than in respect of a reduction in its percentage holdings) as to any subsequent proposed issuance.  Any sale of such securities by Holdings without first giving the Participating Stockholders the rights described in this Section 3 shall be void and of no force and effect.

4.Sales to Third Parties.

4.1.General.  Except as otherwise expressly provided in Section 1.1 hereof, prior the fifth anniversary of the date of this Agreement, no Shares or Units owned by any Stockholder nor any interest therein nor any rights relating thereto may be sold by such Stockholder.  At any time after the fifth anniversary of the Closing Date, a Stockholder may sell his, her or its Shares or Units, as the case may be, to a third party, provided that such sale is made in compliance with the provisions of Section 4.2, Section 10.3 and, if applicable, Section 2.1 hereof.

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4.2.Right of First Refusal.

(a)Procedure.  If a Stockholder who is entitled to sell Shares or Units, as the case may be, to third parties pursuant to Section 4.1 (the “Offering Stockholder”) desires to accept a bona fide offer or offers from a third party or parties to purchase any Shares or Units, or if such Stockholder otherwise desires to sell any Shares or Units, then prior to selling any such Shares or Units to such third party or parties such Offering Stockholder shall deliver to Holdings and Warburg Pincus a letter signed by such Offering Stockholder setting forth:

(i)the name of the third party or parties;

(ii)the prospective purchase price per Share or per Unit, as the case may be;

(iii)all material terms and conditions contained in the offer of the third party or parties; and

(iv)the Offering Stockholder’s offer to sell to Holdings or, in the event Holdings determines not to purchase such Shares or Units, to Warburg Pincus, all (but not less than all) of the Shares or Units that such Offering Stockholder is then proposing to sell (the Shares or Units that such Offering Stockholder is then proposing to sell are referred to in this Section 4.2 as the “Subject Shares”), for a purchase price per Share or Unit, as the case may be, and on other terms and conditions not less favorable to Holdings or Warburg Pincus, as the case may be, than those contained in the offer of the third party or parties (any such offer made by an Offering Stockholder is hereinafter referred to as an “Offer”).

(b)Acceptance of the Offer.

(i)Within twenty (20) business days after the receipt of the Offer described in Section 4.2(a) (the “Holdings Option Period”), Holdings may, at its option, elect to purchase all, but not less than all, of the Subject Shares.  Holdings shall give notice of its intention to exercise, or that it does not intend to exercise, its right of first refusal hereunder, to the Offering Stockholder within the Holdings Option Period.  Failure by Holdings to give notice of its intention to exercise its right of first refusal hereunder within the Holdings Option Period shall be deemed an election not to exercise such right of first refusal.

(ii)In the event that Holdings does not exercise (or is deemed to have not exercised) its right of first refusal to purchase the Subject Shares within the Holdings Option Period or Holdings revokes its election to purchase the Subject Shares in accordance with Section 4.2(d) below, the Offering Stockholder shall deliver to Warburg Pincus a written notice to the effect that Holdings did not exercise its right of first refusal to purchase the Subject Shares or that Holdings revoked its election to purchase the Subject Shares, as the case may be.  In such event, Warburg Pincus shall have the right to purchase all, but not less than all, of the Subject Shares by giving written notice thereof to the Offering Stockholder and to Holdings within ten (10) business days after receipt of written notice from the Offering Stockholder described in the immediately preceding

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sentence (the “Warburg Pincus Option Period”).  Failure by Warburg Pincus to give notice of its intention to exercise its right of first refusal hereunder within the Warburg Pincus Option Period shall be deemed an election by Warburg Pincus not to exercise its right of first refusal.

(c)Purchase Price.  The aggregate purchase price for the Subject Shares shall be the aggregate purchase price offered to be paid by the prospective third party purchaser in respect of such Shares or Units, as the case may be, as described in the Offer, which price shall be paid in cash or, if so provided in the Offer, cash plus deferred payments of cash in the same proportions and with the same terms of deferred payment as therein set forth.

(d)Consideration Other Than Cash.  If the Offer is for consideration other than cash or cash plus deferred payments of cash, Holdings or Warburg Pincus, as the case may be (such purchasing party is hereinafter referred to as the “Purchaser”) shall pay the cash equivalent of such other consideration.  If the Offering Stockholder and the Purchaser cannot agree on the amount of such cash equivalent within ten (10) business days after the beginning of the Holdings Option Period or the Warburg Pincus Option Period, as the case may be, any of such parties may, by three (3) business days’ written notice to the other, initiate appraisal proceedings under Section 4.2(e) for determination of the cash equivalent.  The Holdings Option Period and the Warburg Pincus Option Period, as applicable, shall automatically be extended during the period in which an appraisal is conducted pursuant to Section 4.2(e) below.  A Purchaser may give written notice to the Offering Stockholder revoking an election to purchase the Subject Shares within ten (10) calendar days after determination of the appraised value, if it chooses not to purchase the Subject Shares.

(e)Appraisal Procedure.  If any party shall initiate an appraisal procedure to determine the amount of the cash equivalent of any consideration for Subject Shares under Section 4.2(d), then the Offering Stockholder, on the one hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a member of a nationally-recognized investment banking firm.  Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the value of the consideration for the Subject Shares as of the proposed transfer date and shall submit a notice of an appraisal of that value to the Offering Stockholder and the Purchaser.  Each appraiser shall be instructed to determine such value without regard to income tax consequences to the Offering Stockholder as a result of receiving cash rather than other consideration.  If the appraised values of such consideration (the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent.  If the appraised values vary by ten percent (10%) or more, measured from the lower appraisal, the appraisers shall, within ten (10) business days of the submission of the last appraisal, appoint a third appraiser who shall be a member of a nationally recognized investment banking firm.  The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the value of the consideration for the Subject Shares (without regard to the income tax consequences to the Offering Stockholder as a result of receiving cash rather than other consideration) as of the proposed transfer date and submit notice of his appraisal to the Offering Stockholder and the Purchaser.  The value determined by the third appraiser shall be controlling as to the amount of the cash equivalent unless the value is greater than the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the

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value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control.  If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling.  The Offering Stockholder and the Purchaser shall each bear the cost of its respective appointed appraiser.  The cost of the third appraisal shall be shared one-half by the Offering Stockholder and one-half by the Purchaser.

(f)Effecting Sales.  If the Offer to sell is neither fully accepted by Holdings or Warburg Pincus in accordance with the terms of this Section 4.2, the Offering Stockholder may, subject to compliance with Section 2.1 hereof, sell to such third party or parties all (but not less than all) of the Subject Shares, for the purchase price and on the other terms and conditions contained in the Offer; provided, however, that if the Offering Stockholder shall fail to consummate such sale within sixty (60) calendar days following the expiration of the Holdings Option Period or the Warburg Pincus Option Period, as applicable, or, in the event Warburg Pincus or Holdings revokes its election to purchase the Subject Shares pursuant to Section 4.2(d), within sixty (60) calendar calendar days of the date of such notice of revocation, such Subject Shares shall again become subject to all the restrictions of this Section 4; provided, further however, if the Offer to sell is neither fully accepted by Holdings or Warburg Pincus, the effectiveness of the sale of the Subject Shares to a third party shall be subject to the transferee thereof agreeing in writing, pursuant to Section 10.3 hereof, to be bound by the terms and provisions of this Agreement in the same manner and with same rights and obligations as the Offering Stockholder, except as provided in said Section 10.3 hereof.  If Holdings or Warburg Pincus, as the case may be, shall have accepted such Offer, the closing of the purchase and sale pursuant to such acceptance shall take place at such location as shall be mutually agreeable between the parties and the purchase price, to the extent comprised of cash, shall be paid at the closing, and cash equivalents and documents evidencing any deferred payments of cash permitted pursuant to Section 4.2(d) above shall be delivered at the closing.  At the closing, the Offering Stockholder shall deliver to the Purchaser the certificates or other instruments evidencing the Subject Shares to be conveyed, duly endorsed and in negotiable form with all the requisite documentary stamps affixed thereto.

(g)Limitations.  The provisions of this Section 4 shall not apply to sales of Shares by (i) any Management Stockholder pursuant to Sections 1 or 2 of the Management Stockholders’ Agreement, (ii) any Stockholder exercising its tag-along rights pursuant to Section 2.1 hereof, (iii) any Stockholder pursuant to 2.2 hereof or (iv) sales by Warburg Pincus pursuant to Section 1.1(c) hereof.

5.Election of Directors.

5.1.Board Make-up.  As of the date hereof (after giving effect to the transactions contemplated by the Merger Agreement), the Board shall consist of Kewsong Lee, David Barr, Kevin Kruse, W. Nicholas Howley, Douglas Peacock and Michael Graff.  From and after the date hereof, and until the time that Holdings completes its Initial Public Offering (as defined below), the Stockholders and Holdings shall take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them, required to cause the Board to consist of (a) so long as the LLC, owns at least fifty (50%) of the aggregate number of Units owned by it on the Closing Date, at least one (1) representative designated by

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the LLC (the “LLC Director”) and (b) that number of representatives designated by Warburg Pincus such that the number of representatives designated by Warburg Pincus and the LLC would constitute a majority of the members of the Board (the directors appointed to the Board by Warburg Pincus pursuant to this clause (b) are hereinafter collectively referred to as the “Warburg Directors”).

5.2.Post Initial Public Offering Board Seats.  From the date on which Holdings completes an underwritten public offering for shares of Common Stock pursuant to a registration under the Securities Act (an “Initial Public Offering”), and for as long as Warburg Pincus together with any Affiliate thereof beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) at least twenty-five (25%) of the outstanding shares of Common Stock, Holdings will nominate and use its best efforts to have elected to the Board that number of individuals designated by Warburg Pincus that is equal to the greater of (i) the product obtained by multiplying (x) the number of members of the then existing Board by (y) the percentage of the outstanding shares of Common Stock that is beneficially owned by Warburg Pincus and its Affiliates (computed in accordance with Rule 13d-3 under the Exchange Act) as of the date of the nomination of directors to the Board (the “Warburg Pincus Ownership Percentage”) and (ii) three (3); provided, in the case of clause (i) immediately above, the product of (x) and (y) therein shall be rounded up to the next whole number.  From the date on which Holdings completes such Initial Public Offering and for as long as Warburg Pincus together with any Affiliate thereof beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) at least ten percent (10%) but less than twenty-five percent (25%) of the outstanding Shares, Holdings will nominate and use its best efforts to have elected to the Board that number of individuals designated by Warburg Pincus that is equal to the greater of (i) the product obtained by multiplying (x) the number of members of the then existing Board by (y) the Warburg Pincus Ownership Percentage and (ii) two (2); provided, in the case of clause (i) immediately above, the product of (x) and (y) therein shall be rounded up to the next whole number.  From the date on which Holdings completes such Initial Public Offering and for as long as Warburg Pincus together with any Affiliate thereof beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) at least five percent (5%) but less than ten percent (10%) of the outstanding Shares, Holdings will nominate and use its best efforts to have elected to the Board that number of individuals designated by Warburg Pincus that is equal to the greater of (i) the product obtained by multiplying (x) the number of members of the then existing Board by (y) the Warburg Pincus Ownership Percentage and (ii) one (1); provided, in the case of clause (i) immediately above, the product of (x) and (y) therein shall be rounded up to the next whole number.

5.3.Replacement Directors.  Prior to the Initial Public Offering, in the event that the LLC Director or any Warburg Director (each, a “Withdrawing Director”) designated in the manner set forth in Section 5.1 hereof is unable to serve, or once having commenced to serve, is removed or withdraws from the Board, such Withdrawing Director’s replacement (the “Substitute Director”) will be designated by the stockholder of Holdings that has the right to designate such director in accordance with Section 5.1 above.  The Stockholders and Holdings agree to take all action within their respective power, including, but not limited to, the voting of all shares of Common Stock owned by them (i) to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 5.3 or (ii) upon the written request of the stockholder of Holdings that has the right to designate such director to the Board

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in accordance with Section 5.1 above, to remove, with or without cause, the LLC Director or any Warburg Director, as the case may be.

5.4.Committees; Subsidiaries.

(a)Prior to the Initial Public Offering, in the event the Board shall at any time create a committee of the Board, including, without limitation, the Committee, the Stockholders and Holdings shall take all action within their respective power to cause Warburg Pincus to have proportional representation on any such committee so created, measured by reference to the number of members of the Board that Warburg Pincus is entitled to designate thereto pursuant to Section 5.1 hereof.

(b)From and after the date hereof until the date of the closing of the Initial Public Offering, the Stockholders and Holdings shall take all action within their respective power to cause Warburg Pincus to have proportional representation on the board of directors of each subsidiary of Holdings, measured by reference to the number of members of the Board that Warburg Pincus is entitled to designate thereto pursuant to Section 5.1 hereof.

5.5.Irrevocable Proxy.  In order to effectuate the terms of this Section 5.1 and, in addition to and not in lieu of Section 5.1, each Management Stockholder hereby grants to Warburg Pincus an irrevocable proxy solely for the purpose of voting all of the shares of Common Stock owned by such Management Stockholder for the election of directors nominated in accordance with Section 5.1.

6.Termination of Rights and Obligations Under Certain Sections.  All rights and obligations pursuant to Sections 1, 2, 3, 4, 5.1, 5.3, 5.4, 5.5, 7, 8, 10, 11, 12 and 21 of this Agreement shall terminate upon the closing of a public offering pursuant to a Registration Statement (a “Registration”) that covers (together with prior Registrations) (a) not less than 50% of the outstanding shares of Common Stock on a fully-diluted basis or (b) shares of Common Stock that, after the closing of such public offering, will be traded on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, Inc.  Without limiting the foregoing, this Agreement or any portion thereof shall terminate upon the written consent of Holdings, the Majority Institutional Investors and the Majority Management Stockholders; provided, however, that if the termination of any provision of this Agreement would materially and adversely affect the rights or duties of one or more Institutional Investors (the “Adversely Affected Institutional Investors”), in a way that is materially different from its effect on such rights or duties of the other Institutional Investors, the termination of such provision shall not be effective as to any Adversely Affected Institutional Investor unless consented to in writing by those Adversely Affected Institutional Investors who hold a majority of the Units held by all such Adversely Affected Instititutional Investors as of the date of such determination (the “Majority Adversely Affected Institutional Investors”); provided, further however, that except as contemplated by the first sentence of this Section 6, the written consent of Holdings, each Institutional Investor and the Majority Management Stockholders shall be required to terminate or otherwise eliminate (a) any of the terms of Section 2.1 hereof and (b) this final proviso of Section 6.

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7.Legends.  A copy of this Agreement shall be filed with the Secretary of Holdings and kept with the records of Holdings.  Each certificate or other instrument representing shares of Common Stock or Debt Securities owned by any Stockholder shall bear upon its face the following legends, as appropriate:

(i)THE SECURITIES EVIDENCED BY THIS CERTIFICATE OR OTHER INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS UNLESS, IN THE OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO TD HOLDING CORPORATION (“HOLDINGS”), SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT, SUCH LAWS AND THE STOCKHOLDERS’ AGREEMENT DATED AS OF JULY 22, 2003, BY AND AMONG HOLDINGS, WARBURG PINCUS PRIVATE EQUITY VIII, L.P., THOSE EMPLOYEES OF TRANSDIGM INC. AND ITS SUBSIDIARIES LISTED ON SCHEDULE II ATTACHED THERETO AND THOSE OTHER PARTIES NAMED THEREIN (THE “STOCKHOLDERS’ AGREEMENT”).

(ii)THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR OTHER INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE OFFICE OF HOLDINGS AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SECURITIES UPON WRITTEN REQUEST.

(iii)HOLDINGS WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS OF EACH CLASS OR SERIES OF SHARES AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND OR RIGHTS.

In addition, certificates representing shares of Common Stock or Debt Securities shall bear any legends required by the applicable laws of any states.

All Stockholders shall be bound by the requirements of such legends.  Upon a Registration that covers any shares of Common Stock, and provided that the terms of this Section 7 terminate in connection with such Registration pursuant to the terms of Section 6 hereof, the certificates or other instruments representing such Shares or Debt Securities shall be replaced, at the expense of Holdings, with certificates not bearing the legends required by Sections 7(i) and 7(ii).

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8.Covenants, Representation and Warranties.

8.1.New Management Stockholders.  Holdings and each of the Stockholders hereby agrees that any employee of Holdings or any subsidiary thereof who after the date of this Agreement is offered shares of any class of capital stock of Holdings or holds stock options to purchase shares of capital stock of Holdings shall, as a condition precedent to the acquisition of such shares or the grant of such options, (a) become a party to this Agreement by executing a joinder agreement, a form of which is attached as Exhibit A hereto, and (b) if such employee is a resident of a state with a community property system, cause his or her spouse to execute a Spousal Waiver in form and substance satisfactory to the Committee and deliver such joinder agreement and Spousal Waiver, if applicable, to Holdings at its address specified in Section 16 hereof.  Upon such execution and delivery, such employee shall be a Management Stockholder for all purposes of this Agreement and any shares of capital stock of Holdings owned by such Management Stockholder or issuable to such Management Stockholder upon exercise of any options and any Options owned by such Management Stockholder, shall be considered Shares or Options, as the case may be, for all purposes of this Agreement, except as otherwise set forth in the joinder agreement.

8.2.Information Rights.  From and after the date that TransDigm Inc. is not required to file periodic reports pursuant to the Exchange Act or the Indenture, or if TransDigm Inc. fails to file such required periodic reports with the Securities and Exchange Commission (the “SEC”), in each case, for any reason whatsoever, Holdings shall provide to each Stockholder, by electronic means or otherwise, essentially the same information that would be contained in an Annual Reports on Form 10-K and in Quarterly Reports on Form 10-Q, if TransDigm Inc. were required to file, or did not fail to file, such periodic reports, it being understood and agreed that such information shall (a) be provided to the Stockholders no later than the date on which TransDigm Inc. would have been required to file such report with the SEC and (b) include, without limitation, annual audited financial statements and unaudited quarterly financial statements, each prepared in accordance with generally accepted accounting principles.  Without limiting the foregoing, from and after the date hereof, on reasonable prior written notice, Holdings shall make its representatives reasonably available to the Institutional Investors to discuss the business, results of operations and other matters pertaining to TransDigm, it being understood and agreed that no Institutional Investor shall be permitted to exercise the rights granted pursuant to this sentence more than two (2) times in any fiscal year.  Any and all information provided to any Stockholder pursuant to the terms of this Agreement (other than any information that is generally available to the public through no breach of the terms of this Agreement) shall be treated as confidential information by such Stockholder and such Stockholder shall use its reasonable best efforts to ensure that such information is not disclosed or otherwise divulged to any third party (other than such Stockholder’s counsel, accountants and other professional advisors in connection with services being performed by any such professional for such Stockholder.  Notwithstanding any statement to the contrary in this Agreement, or any other document furnished to any party hereto concerning the Company and its Affiliates, the Company, its Affiliates and its advisors authorize each of the parties hereto and each of the employees, representatives or other agents of such parties, from and after the commencement of any discussions with any such party, to disclose, without limitation of any kind, to any and all Persons, the tax treatment and tax structure of the the transactions contemplated by this Agreement and all matters relating hereto and all materials of any kind (including opinions or

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other tax analyses) relating to such tax treatment or tax structure that are provided to such party, except for any information identifying the Company or its Affiliates. For purposes hereof, the terms “tax treatment” and “tax structure” shall have the meaning provided by Treasury Regulation Section 1.6011-4.

8.3.No Other Arrangements or Agreements.  Each Management Stockholder hereby represents and warrants to Holdings and each other Stockholder that, except as set forth in this Agreement and except for (a) the Management Stockholders’ Agreement, (b) if applicable, that certain Registration Rights Agreement, dated as of the date hereof, among Holdings and the other parties named therein, (c) any written employment agreement between such Management Stockholder and Holdings or a subsidiary thereof, (d) any Option Agreement between such Management Stockholder and Holdings, and (e) if applicable, the Roll-Over Agreement to which such Management Stockholder is a party, each as amended from time to time, he or she has not entered into or agreed to be bound by any other arrangements or agreements of any kind with any other party with respect to any shares of capital stock or Options of Holdings, including, but not limited to, arrangements or agreements with respect to the acquisition, disposition or voting of any shares of capital stock or Options of Holdings or any interest therein (whether or not such arrangements and agreements are with Holdings, any subsidiary thereof, other Stockholders or holders of capital stock of Holdings that are not parties to this Agreement).  Each Management Stockholder agrees that, except as disclosed above, he or she will not enter into any such other arrangements or agreements as he or she has represented and warranted to above with any other party so long as any of the terms of this Agreement remain in effect, except for any such agreement with Holdings entered into in connection with the grant of any Options pursuant to the Plan or any other equity incentive plan of Holdings and except as reasonably necessary to effect any transaction relating to the Shares or Options required or permitted under this Agreement.

9.Amendment, Modification, Supplement and Waiver.  This Agreement may be amended, modified or supplemented, and the enforcement of any provision hereof may be waived, with, and only with, the prior written consent of Holdings, the Majority Institutional Investors and the Majority Management Stockholders; provided, however, that if any amendment, modification, supplement or waiver would materially and adversely affect the rights or duties of one or more Institutional Investors, in a way that is materially different from its effect on such rights or duties of the other Institutional Investors, such amendment, modification, supplement or waiver shall not be effective as to any Adversely Affected Institutional Investor unless consented to in writing by the Majority Adversely Affected Institutional Investors; provided, further however, that the terms of Section 2.1 hereof and the terms of this proviso may be amended, modified, supplemented or waived with, and only with, the prior written consent of Holdings, each Institutional Investor and the Majority Management Stockholders.  Subject to the terms of the final proviso contained in the immediately preceding sentence hereof, if Holdings, the Majority Institutional Investors, the Majority Management Stockholders and, if applicable, the Majority Adversely Affected Institutional Investors, shall have so agreed, any such amendment, modification, supplement or waiver shall be effective with respect to all Stockholders hereunder, whether or not such Stockholder shall have agreed to such amendment, modification, supplement or waiver, and Holdings shall promptly notify all other Stockholders who have not so agreed of the material terms of such amendment, modification, supplement or waiver and the effective date thereof.

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10.Parties.

10.1.Assignment Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, no Stockholder shall be permitted to assign any of his, her or its obligations pursuant to this Agreement without the prior written consent of Holdings and Warburg Pincus, unless such assignment is in connection with a Transfer explicitly permitted by this Agreement and, prior to such assignment, such assignee complies with the requirements of Section 10.3, it being understood and agreed that subject to compliance with Section 10.3 hereof, the LLC shall be permitted to assign its rights and obligations under Section 3 hereof from time to time in accordance with the terms of Section 5(d)(v) of that certain Amended and Restated Limited Liability Company Agreement of the LLC.

10.2.Termination.  Any party to, or Person who is subject to, this Agreement which ceases to own any shares of Common Stock or any interest therein (assuming conversion of all Options) shall cease to be a party to, or Person who is subject to, this Agreement and thereafter shall have no rights or obligations hereunder; provided, however, that a Transfer of shares of Common Stock or Options not explicitly permitted under this Agreement shall not relieve any Stockholder of any of his, her or its obligations hereunder.

10.3.Agreements to Be Bound.

(a)Notwithstanding anything to the contrary contained in this Agreement, any Transfer of shares of Common Stock by a Management Stockholder shall be permitted under the terms of this Agreement only if the transferee (i) shall agree in writing to be bound by the terms and conditions of this Agreement and shall evidence such agreement by executing a joinder agreement, the form of which is attached as Exhibit A hereto and (ii) shall cause his or her spouse, if any, to execute a Spousal Waiver in form and substance satisfactory to the Committee, if such transferee is an individual who resides in a state with a community property system.  Upon the execution of the joinder agreement and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall be deemed to be a Management Stockholder and all shares of Common Stock so Transferred shall be deemed Shares for all purposes of this Agreement, except as otherwise provided in the joinder agreement; provided, however, that Section 2.1 hereof shall not apply to any transferee who has acquired shares of Common Stock pursuant to Section 4 hereof.

(b)Notwithstanding anything to the contrary contained in this Agreement, as a condition precedent to the effectiveness of any Transfer of Units by any Institutional Investor, the transferee thereof shall be required to agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to Holdings.  Upon the execution of the instrument of assumption by such transferee, such transferee shall be deemed to be an Other Investor and all Units so Transferred shall be deemed Units for all purposes of this Agreement.  Subejct to the foregoing, any Person who acquires Units from an Institutional Investor in accordance with the terms hereof, shall be entitled to participate in the pre-emptive rights contemplated by Section 3

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hereof to the extent, and only to the extent, that on the date that Holdings makes a determination of those Stockholders entitled to participate in an issuance of Proposed Securities pursuant to Section 3 hereof, such Person owns at least fifity percent (50%) of the aggregate number of shares of Common Stock initially acquired by such Person in accordance with the terms hereof.

11.Recapitalizations, Exchanges, etc. Affecting the Shares.  Except as otherwise provided herein, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) the Shares and (b) any and all shares of capital stock of Holdings or any successor or assign of Holdings (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the Shares, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise.  Except as otherwise expressly provided herein, this Agreement is not intended to confer, and does not confer, upon any Person, except for the parties hereto, any rights or remedies hereunder.

12.Transfer of Common Stock.  If at any time Holdings purchases any Shares or Units pursuant to this Agreement, Holdings may pay the purchase price determined under this Agreement for the Shares or Units it purchases by wire transfer of funds or company check in the amount of the purchase price, and upon receipt of payment of such purchase price, the selling Stockholder shall deliver the certificates or other instruments representing the number of Shares or Units being purchased in a form suitable for transfer, duly endorsed in blank, and free and clear of any lien, claim or encumbrance.  Notwithstanding anything in this Agreement to the contrary, Holdings shall not be required to make any payment for Shares or Units purchased hereunder until delivery to it of the certificates or other instruments representing such Shares or Units.  If Holdings is purchasing less than all the Shares or Units represented by a single certificate or other instrument, Holdings shall deliver to the selling Stockholder a certificate or other instrument for any unpurchased Shares or Units.

13.Further Assurances.  Each party hereto or Person subject hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or Person subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

14.Governing Law.  This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

15.Invalidity, of Provision.  The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

16.Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by telecopy (including facsimile) or telegram, as follows:

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(i)If to Holdings, to it at:

c/o TransDigm Holding Company

26380 Curtiss Wright Parkway

Richmond Heights, Ohio 44143

Facsimile No.: (216) 289-4937

Attention: Corporate Secretary

with a copy to:

Warburg Pincus Private Equity VIII, L.P.

c/o Warburg Pincus LLC

466 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 878-9100

Attention: Kewsong Lee

David Barr

(ii)If to a Management Stockholder, to him or her at the address or facsimile number listed on the signature page hereto or as such Management Stockholder shall designate to Holdings in writing in accordance with the terms hereof, with a copy to Warburg Pincus at its address indicated herein.

(iii)If to Warburg Pincus, to it at:

Warburg Pincus Private Equity VIII, L.P.

c/o Warburg Pincus LLC

466 Lexington Avenue

New York, New York 10017

Facsimile No.: (212) 878-9100

Attention: Kewsong Lee

David Barr

with a copy to:

Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019

Facsimile No.: (212) 728-8111

Attention: Steven J. Gartner, Esq.

(iv)If to an Other Investor, to such Other Investor at the address or facsimile number listed on the signature page hereto or as such Other Investor shall designate to Holdings in writing in accordance with the terms hereof, with a copy to Warburg Pincus at its address indicated herein.

or to such other Person or address as any party shall specify by notice in writing to Holdings, with a copy to Warburg Pincus at its address indicated herein.  Any notice so addressed shall be

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deemed to be given: if delivered personally or by telecopy (including facsimile) or telegram, on the date of such delivery, if a business day, otherwise on the first business day thereafter; if mailed by certified or registered mail with postage prepaid, on the third business day after the date of such mailing, and if sent by next-day or overnight mail or delivery, on the first business day following the date of such mailing or delivery.

17.Headings; Execution in Counterpart.  The headings and captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision hereof.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.

18.Entire Agreement.  This Agreement, together with the other agreements and documents referenced herein, including in the recitals hereto (collectively, the “Other Agreements”), embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, representations, warranties, covenants or undertakings relating to the Shares or the Units, other than those expressly set forth or referred to herein and other than those set forth in the Other Agreements.  This Agreement and the Other Agreements supersede all prior agreements and understandings among the parties with respect to such subject matter, and it is the understanding of all parties hereto that any such prior agreement is hereby terminated, null and void as of the Closing Date.

19.Injunctive Relief.  The Shares and the Units cannot readily be purchased or sold in the open market, and for that reason, among others, Holdings, the Institutional Investors and the Management Stockholders will be irreparably damaged in the event this Agreement is not specifically enforced.  Each of the parties therefore agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement.  Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which Holdings, the Institutional Investors or the Management Stockholders may have.  Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof.  Each party hereto hereby consents to service of process by mail made in accordance with Section 16.

20.Defined Terms.  As used in this Agreement, the following terms shall have the meanings ascribed to them below:

20.1.Affiliate.  “Affiliate” shall mean, with respect to any Person, a Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person.

20.2.Closing Date.  The “Closing Date” shall mean the date on which the transactions contemplated by the Merger Agreement close.

20.3.Exchange Act.  “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

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20.4.Indenture.  “Indenture” shall mean that certain Indenture, dated as of the date hereof, by and among TD Funding Corporation, TD Acquisition, the other parties named therein and The Bank of New York, as Trustee, pursuant to which TD Funding Corporation shall issue and sell up to $400,000,000 of aggregate principal amount of senior subordinated notes due 2011.

20.5.Majority Management Stockholders.  “Majority Management Stockholders” as of any date of determination shall mean those Management Stockholders who beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of the total combined voting power of all Shares then held by the Management Stockholders.

20.6.Options.  “Options” shall mean all options to purchase shares of Common Stock granted to or held by a Management Stockholder at any time when this Agreement is in effect (including, where applicable, Roll-Over Options).

20.7.Permitted Assignee.  A “Permitted Assignee” shall mean, with respect to each Institutional Investor, any Affiliate of such Institutional Investor and any member, general partner or limited partner of such Institutional Investor (or any Person holding an equity interest in any such member, general partner or limited partner); provided, a member, general partner or limited partner of an Institutional Investor (or any Person holding an equity interest in any such member, general partner or limited partner) shall only be considered a Permitted Assignee if such Institutional Investor is Transferring shares of Common Stock or Debt Securities to such Person in connection with the dissolution of such Institutional Investor in accordance with the terms of its organizational documents; and provided, further, that in each instance, any such transferee agrees to be bound by the provisions of this Agreement in accordance with the terms of Section 10.3(b) hereof.

20.8.Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

20.9.Roll-Over Shares.  “Roll-Over Shares” shall mean those shares of Common Stock that are acquired by a Management Stockholder upon exercise of a Roll-Over Option.

20.10.Transfer.  “Transfer” (or any variation thereof used herein) shall mean any direct or indirect sale, assignment, mortgage, transfer, pledge, hypothecation or other disposal.

21.Irrevocable Proxy.

21.1.Grant of Proxy.  Notwithstanding anything to the contrary in Section 5, effective as of the Effective Time, each Management Stockholder hereby grants to Warburg Pincus or any Affiliate of Warburg Pincus such Management Stockholder’s proxy, and appoints Warburg Pincus or any Affiliate of Warburg Pincus as such Management Stockholder’s attorney-in-fact (with full power of substitution), to vote or act by written consent with respect to the Shares now or hereafter owned by such Management Stockholder in connection with any and all matters, including, without limitation, matters set forth hereunder as to which any vote or actions may be requested or required. This proxy is coupled with an interest and shall be irrevocable, and each Management Stockholder will take such further action or execute such other instruments as may

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be reasonably necessary to effectuate the intent of this proxy and, effective as of the Effective Time, hereby revokes any proxy previously granted by him with respect to his or her Shares.

21.2.Effective Time of Proxy.  The proxy and power of attorney granted pursuant to Section 21.1 hereof by each Management Stockholder shall be effective upon the later of (a) the date on which any Shares are issued to such Management Stockholder and (b) the termination of such Management Stockholder’s employment for any reason.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By:	Warburg Pincus & Co., its General Partner
By:	/s/ David Barr
	Name: David Barr
	Title: Partner

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
TD CO-INVESTORS, LLC
By:	Warburg Pincus Private Equity VIII, L.P., its Managing Member
By:	Warburg Pincus & Co., its General Partner
By:	/s/ David Barr
	Name: David Barr
	Title: Partner

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
SSB CAPITAL PARTNERS (MASTER FUND) I, LP
By:	SSBPIF GP CORP., its General Partner
By:	/s/ John R. Barber
	Name:	John R. Barber
	Title:	Co-President
CGI PRIVATE EQUITY L.P., LLC
By:	/s/ John R. Barber
	Name:	John R. Barber
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
A.S.F. CO-INVESTMENT PARTNERS II, L.P.
By:	PAF 1/03, LLC, as General Partner
By:	Old Kings II, LLC, as Managing Member
By:	/s/ Paul R. Crotty
	Name:	Paul R. Crotty
	Title:	Authorized Member

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
BANC OF AMERICA CAPITAL INVESTORS, L.P.
By:	Banc of America Capital Management, L.P., its general partner
By:	BACM I GP, LLC, its General Partner
By:	/s/ Robert L. Edwards, Jr.
	Name: Robert L. Edwards, Jr.
	Title: Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
ML TD HOLDINGS, LLC
By:	Merrill Lynch Investment Managers, L.P., its Manager
By:	/s/ Michael Cerminaro
	Name: Michael Cerminaro
	Title: Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
NEW YORK STATE RETIREMENT CO- INVESTMENT FUND L.P.
By:	PCG NYS Investments LLC, its General Partner
By:	Pacific Corporate Group LLC, its Managing Member
By:	/s/ Philip Posner
	Name: Philip Posner
	Title: Treasurer

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.
By:	Abbott Capital Management, LLC, its Investment Manager
By:	/s/ Raymond L. Held
	Name:	Raymond L. Held
	Title:	Managing Director

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Holly Holtz
	Name: Holly Holtz
	Title: Director

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Michael Graff
Michael Graff

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
BNY PARTNERS FUND II, L.L.C.
By:	BNY Private Investment Management, Inc., its Member Manager
By:	/s/ Burton M. Siegel
	Name:	Burton M. Siegel
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
MANAGEMENT STOCKHOLDERS:
/s/ W. Nicholas Howley
W. Nicholas Howley
/s/ Gregory Rufus
Gregory Rufus
/s/ Douglas Peacock
Douglas Peacock

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Ray Laubenthal
Ray Laubenthal

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Riley
James Riley

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Skulina
James Skulina

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Rose DiFranco
Rose DiFranco

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Roger Jones
Roger Jones

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Robert Henderson
Robert Henderson

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Hosrow Bordbar
Hosrow Bordbar

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Peter Palmer
Peter Palmer

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Fred Ching
Fred Ching

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Cindy Terakawa
Cindy Terakawa

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ John Leary
John Leary

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Kevin McHenry
Kevin McHenry

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Joel Reiss
Joel Reiss

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Thomas Sievers
Thomas Sievers

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Vicki Saugstad
Vicki Saugstad

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Todd Littleton
Todd Littleton

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Bernie Iversen
Bernie Iversen

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Liddle
James Liddle

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Jeffrey Falkenberry
Jeffrey Falkenberry

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Albert J. Rodriguez
Albert J. Rodriguez

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Sergio Rodriguez
Sergio Rodriguez

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Gary McMurtrey
Gary McMurtrey

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Chuck Burger
Chuck Burger

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ J. Glyn Vorderkunz
J. Glyn Vorderkunz

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President

BRATENAHL INVESTMENTS, LTD.
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley

SCHEDULE I

Name and Address of Other Investors

TD Co-Investors, LLC

c/o Warburg Pincus LLC

466 Lexington Avenue

New York, NY 10017

Facsimile No.: (212) 878-9100

Attn:Kewsong Lee

David Barr

SSB Capital Partners (Master Fund) I, LP

388 Greenwich St., 32nd

Floor, New York, NY 10013

Facsimile No.: (212) 816-0229

Attn:  Blair Jacobson

CGI Private Equity L.P., LLC

388 Greenwich St., 32nd

Floor, New York, NY 10013

Facsimile No.: (212) 816-0229

Attn:  Blair Jacobson

A.S.F. Co-Investment Partners II, L.P.

A.S.F. Co-Investment Partners II, L.P.

c/o Portfolio Advisors, LLC

9 Old Kings Highway South

Darien, CT  06920

Attention: Hugh Perloff

Banc of America Capital Investors, L.P.

100 North Tryon Street, 25th Floor

Banc of America Capital Investors

Charlotte, NC 28255

Facsimile No.: (704) 386-6432

Attention: Robert L. Edwards

ML TD Holdings, LLC

c/o Merrill Lynch Investment Management

800 Scudders Mill Road

Plainsboro, NJ 08536

Attention: Lynn Baranski

New York State Retirement Co-Investment Fund L.P.

c/o Pacific Corporate Group LLC

1200 Prospect Street, Suite 200

La Jolla, CA 92037

Abbott Capital Private Equity Fund II, L.P.

1211 Avenue of the Americas, Suite 4300

New York, NY 10036

Attention: Mr. Raymond L. Held

Facsimile No.:  (212) 757-0835

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017-3206

Attention: Holly Holtz and Nancy DeBuccio, Securities

Division - Private Equity Funds

Facsimile No.: (212) 907-2454

Michael Graff

2 East 95th Street

New York, New York 10128

BNY Partners Fund II, L.L.C.

The Bank of New York

1290 Avenue of the Americas, 5th Floor

New York, NY 10104

Attention: Burton M. Siegel

with a copy to:

The Bank of New York

75 Park Place, 10th Floor

New York, NY 10286

Facsimile: (212) 298-1185

Attention: Nancy Corry

SCHEDULE II

Douglas W. Peacock

10901 Burnt Mill Rd., #2104

Jacksonville, FL   32256

W. Nicholas Howley

10494 Lakeshore Blvd.

Bratenahl, OH  44108-1063

Bratenahl Investments, Ltd.

c/o W. Nicholas Howley

10494 Lakeshore Blvd.

Bratenahl, OH 44108-1063

Gregory Rufus

32346 Brandon Place

Avon Lake, OH  44012

Ray Laubenthal

9110 Oakstone Trail

Chardon Township, OH  44024

James Riley

2086 Baxterly Avenue

Lakewood, OH  44107

Rose DiFranco

5928 Blakely

Highland Heights, OH  44143

James Skulina

7736 Ellington Place

Mentor, OH  44060

Roger Jones

34950 Ada Drive

Solon, OH  44139

Robert Henderson

1645 Alamitas Ave.

Monrovia, CA  91016

Hosrow Bordbar

26871 Preciados Dr

Mission Viejo, CA  92691

Fred Ching

3932 Skycrest Drive

Pasadena, CA  91107

Peter Palmer

1717 Camden Ave

South Pasadena, CA  91030

Cindy Terakawa

629 Pencin Drive

Whittier, CA  90601

John Leary

27830 Elk Mt. Drive

Yorba Linda, CA  92887

Kevin McHenry

27532 Caesars Place

Laguna Niguel, CA  92677

Joel Reiss

1206 Stephanie Drive

Corona, CA  92882

Vicki Saugstad

4209 Vermont Street

Long Beach, CA  90814

Tom Sievers

29632 Novacella

Laguna Niguel, CA  92677

Todd Littleton

206 East Crest Drive

Simpsonville, SC  29681

Jeffrey Faulkenberry

420 Phillips Lane

Greer, SC  29650

Bernie Iversen

113 Greenleaf

Easley, SC  29642

James Liddle

1520 Old Mill Road

Easley, SC  29642

Albert J. Rodriguez

114 Greentree

Crawford, TX 76638

Sergio Rodriguez

115 Whistling Wind Trail

McGregor, TX 76657

Chuck Burger

300 Telluride

Waco, TX 76712

J. Glyn Vorderkunz

510 Kiowa Lane

Waco, TX 76706

Gary McMurtrey

925 Austin Hines Drive

China Springs TX 76633

EXHIBIT A

[FORM OF JOINDER AGREEMENT]

EX-10.2

EXHIBIT 10.2

MANAGEMENT STOCKHOLDERS’ AGREEMENT

Dated as of July 22, 2003

TABLE OF CONTENTS

1.	Sales of Shares and Vested Options to Holdings.		2
	1.1.	The Management Stockholders’ Rights.	2
	1.2.	Notice	3
	1.3.	Payment	3
2.	Holdings’ Rights to Purchase Shares and Vested Options from the Management Stockholders.		3
	2.1.	Holdings’ Rights.	3
	2.2.	Notice	4
	2.3.	Payment.	4
3.	Purchase Price.		6
	3.1.	Optional Appraisal	6
	3.2.	Fair Market Value.	6
	3.3.	Carrying Value	8
4.	Prohibited Purchases; Involuntary Transfers.		8
	4.1.	Prohibited Purchases	8
	4.2.	Involuntary Transfers	10
5.	Termination of Rights and Obligations Under Certain Sections		11
6.	Legend		11
7.	Covenants, Representation and Warranties.		11
	7.1.	New Management Stockholders	12
	7.2.	No Other Arrangements or Agreements	12
8.	Amendment, Modification, Supplement and Waiver		12
9.	Parties.		13
	9.1.	Assignment by Holdings	13
	9.2.	Assignment Generally	13
	9.3.	Termination	13
	9.4.	Agreements to Be Bound	13
10.	Recapitalizations, Exchanges, etc. Affecting the Shares		14
11.	Transfer of Common Stock		14
12.	Further Assurances		14
13.	Governing Law		14

14.	Invalidity, of Provision		15
15.	Notices		15
16.	Headings: Execution in Counterpart		16
17.	Entire Agreement		16
18.	Injunctive Relief		16
19.	Defined Terms		16
	19.1.	Affiliate	16
	19.2.	Cause	17
	19.3.	Closing Date	17
	19.4.	Disability	17
	19.5.	Exchange Act	17
	19.6.	Good Reason	17
	19.7.	Majority Management Stockholders	17
	19.8.	Options	18
	19.9.	Permitted Warburg Assignee	18
	19.10.	Permitted Transferee	18
	19.11	Person	18
	19.12.	Roll-Over Shares	18
	19.13.	Transfer	18

ii

MANAGEMENT STOCKHOLDERS’ AGREEMENT

This MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of July 22, 2003, by and among TD Holding Corporation, a Delaware corporation (“Holdings”), Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“Warburg Pincus”), and those employees of TransDigm Inc. and certain of its subsidiaries (collectively, “TransDigm”) whose names and addresses are set forth from time to time on Schedule I hereto (such employees, together with any Persons who become parties to this Agreement pursuant to Section 7.1 hereof and each of their respective Permitted Transferees, are hereinafter collectively referred to as the “Management Stockholders”).  Schedule I hereto shall be updated from time to time to include each Management Stockholder who becomes a party to this Agreement after the date hereof pursuant to the terms hereof.  Capitalized terms used herein without definition elsewhere in this Agreement are defined in Section 19 hereof.

RECITALS

WHEREAS, on June 6, 2003, TD Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Holdings (“TD Acquisition”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TransDigm Holding Company, a Delaware corporation (“TransDigm Holding”), pursuant to which TD Acquisition shall be merged with and into TransDigm Holding, with TransDigm Holding as the surviving corporation (the “Merger”);

WHEREAS, immediately prior to the consummation of the transactions contemplated by the Merger Agreement, certain Management Stockholders held certain options to purchase shares of common stock, par value $0.01 per share, of TransDigm Holding (the “Pre-Merger Options”);

WHEREAS, prior to or contemporaneously with the execution of this Agreement, each Management Stockholder who held Pre-Merger Options entered into a letter agreement with Warburg Pincus (each, a “Roll-Over Agreement”) pursuant to which each such Management Stockholder agreed that certain Pre-Merger Options having an aggregate Net Value (as such term is defined in the Merger Agreement) specified in such Management Stockholder’s Roll-Over Agreement shall not be cancelled in connection with the Merger (the “Roll-Over Equity”), but rather, at the Effective Time (as such term is defined in the Merger Agreement), such Management Stockholder’s Roll-Over Equity shall be converted (a) partially into a fully vested option (collectively, the “Roll-Over Options”) to purchase shares of common stock, par value $0.01 per share, of Holdings (the “Common Stock” and together with any shares of Common Stock acquired by any party hereto after the date hereof, whether upon exercise of Options or otherwise, the “Shares”) and (b) partially into a proportionate interest in the TD Holding Corporation 2003 Rollover Deferred Compensation and Phantom Stock Unit Plan and the TD Holding Corporation 2003 Management Deferred Compensation and Phantom Stock Unit Plan, in each case;

WHEREAS, at the Effective Time, and from time to time thereafter, and subject to the terms of Section 7.1 hereof, Holdings has granted or shall grant, as the case may be, to certain Management Stockholders, additional options to purchase shares of Common Stock pursuant to the terms of the Plan (as hereinafter defined) and a Stock Option Agreement to be entered into between Holdings and such Management Stockholder;

WHEREAS, in addition to being subject to the terms and conditions set forth in this Agreement, the Shares and the Options owned by any Management Stockholder, including, where applicable, the Roll-Over Options and the Roll-Over Shares, shall be subject to, among other things, (a) the terms and conditions of the Roll-Over Agreement to which such Management Stockholder is a party, (b) that certain Stockholders’ Agreement, dated as of the date hereof, among Holdings, Warburg Pincus, the Management Stockholders and the other parties named therein (the “Stockholders’ Agreement”), and (c) the TD Holding Corporation 2003 Stock Incentive Plan (as the same may be amended from time to time, the “Plan”);

WHEREAS, Holdings, Warburg Pincus and the Management Stockholders desire to promote their mutual interests by agreeing to certain matters relating to the shares of Common Stock and Options and certain other matters set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, and to implement the foregoing, the parties hereto agree as follows:

1.Sales of Shares and Vested Options to Holdings.

1.1.The Management Stockholders’ Rights.

(a)Subject to all subsections of this Section 1 and Section 4, in the event that a Management Stockholder’s employment with Holdings or any of its subsidiaries is terminated as a result of (i) termination by Holdings or any such subsidiary of such employment without Cause, (ii) the death or Disability of such Management Stockholder or (iii) the resignation of such Management Stockholder for Good Reason, such Management Stockholder shall have the right to sell to Holdings, and Holdings shall have the obligation to purchase from such Management Stockholder, all, but not less than all, of such Management Stockholder’s (x) shares of Common Stock (including Roll-Over Shares, where applicable), (y) Roll-Over Options, where applicable, and (z) other Options that are fully vested as of the date of the termination of such Management Stockholder’s employment (the shares of Common Stock and Options referred to in clauses (x), (y) and (z) immediately above are hereinafter collectively referred to as the “Vested Equity”; the Roll-Over Options and other Options that are fully vested as of the date of the termination of such Management Stockholder’s employment are hereinafter collectively referred to as the “Vested Options”).  The purchase price to be paid by Holdings with respect to any Vested Equity purchased pursuant to this Section 1.1(a) shall be equal to the Fair Market Value thereof.

(b)Subject to all subsections of this Section 1 and Section 4, a Management Stockholder shall have the right to sell to Holdings, and Holdings shall have the obligation to purchase from such Management Stockholder, all or any portion of such Management Stockholder’s Vested Equity if such Management Stockholder’s employment with Holdings or any of its subsidiaries is terminated as a result of the retirement of such Management Stockholder upon or after reaching the age of 65 (“Retirement”).  The purchase price to be paid by Holdings with respect to any Vested Equity purchased pursuant to this Section 1.1(b) shall be equal to the Fair Market Value thereof.

2

1.2.Notice.  If any Management Stockholder desires to sell any Vested Equity to Holdings pursuant to Section 1.1, he or she (or his or her estate, trust, corporation or partnership, as the case may be) shall notify Holdings in writing not more than six (6) months after the effective date of such Management Stockholder’s termination of employment (or such later date as mutually agreed to in writing by such Management Stockholder and Holdings) and such notice shall specify the number of shares of Common Stock or Vested Options such Management Stockholder owns, and the number of shares of Common Stock or Vested Options to be repurchased hereunder.

1.3.Payment.  Subject to Section 4, payment for any Vested Equity sold by a Management Stockholder pursuant to Section 1.1(a) or 1.1(b) shall be made on or prior to the date that is thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the date of the receipt by Holdings of such Management Stockholder’s notice described in Section 1.2; provided, however, that if Fair Market Value is being determined pursuant to Sections 3.2(b) or 3.2(c), then such payment shall be made on or prior to the date that is thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the date of the determination of Fair Market Value pursuant to such Sections.  Any payments required to be made by Holdings under this Section 1.3 shall accrue simple interest at a rate per annum of two percent (2%) from the date such Management Stockholder provides notice to Holdings in accordance with Section 1.2 to the earlier of (a) the date Holdings (or a permitted assignee thereof) has paid such Management Stockholder in full for all of the Vested Equity then being purchased and (b) the date Holdings delivers to such Management Stockholder a promissory note in respect of such amount as contemplated by Section 4 hereof.  All payments of interest accrued hereunder shall be paid only at the date of payment by Holdings for the Vested Equity being purchased.

2.Holdings’ Rights to Purchase Shares and Vested Options from the Management Stockholders.

2.1.Holdings’ Rights.

Subject to all subsections of this Section 2 and Section 4, Holdings shall have the right to purchase from a Management Stockholder, and such Management Stockholder shall have the obligation to sell to Holdings, all, but not less than all:

(a)of the Vested Equity owned by such Management Stockholder as of the date of his or her termination of employment with Holdings or any subsidiary thereof, at the greater of the Fair Market Value and the Carrying Value thereof if such Management Stockholder’s employment with Holdings or any of its subsidiaries is terminated as a result of (i) the termination by Holdings or any such subsidiary of such employment without Cause, (ii) the death or Disability of such Management Stockholder or (iii) the resignation of such Management Stockholder for Good Reason; or

(b)of the Roll-Over Shares and Roll-Over Options owned by such Management Stockholder as of the date of his or her termination of employment with Holdings or any subsidiary thereof, at the Carrying Value thereof, if such Management Stockholder’s

3

employment with Holdings or any of its subsidiaries is terminated as a result of (i) the termination by Holdings or any such subsidiary of such employment for Cause or (ii) the resignation of such Management Stockholder without Good Reason; or

(c)of the other Shares and the other Vested Options (other than Roll-Over Shares and Roll-Over Options, as applicable) owned by a Management Stockholder as of the date of his or her termination of employment with Holdings or any subsidiary thereof, at the lower of the Fair Market Value and the Carrying Value thereof, if such Management Stockholder’s employment with Holdings or any of its subsidiaries is terminated as a result of (i) the termination by Holdings or any such subsidiary of such employment for Cause or (ii) the resignation of such Management Stockholder without Good Reason.

2.2.Notice.  If Holdings desires to purchase any Vested Equity from a Management Stockholder pursuant to Section 2.1, it shall notify such Management Stockholder (or his or her estate, trust, corporation or partnership, as the case may be, with all such Persons being referred to hereinafter, collectively with such Management Stockholder, as the “Management Stockholder Parties”) in writing not more than six (6) months after the effective date of the termination of such Management Stockholder’s employment (or such later date as mutually agreed to in writing by such Management Stockholder Party and Holdings).

2.3.Payment.

(a)Subject to Section 4, payment for any Vested Equity purchased by Holdings by reason of an event described in Section 2.1(a) shall be made on or prior to the date that is thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the date of the receipt by a Management Stockholder Party of Holdings’ notice pursuant to Section 2.2; provided, however, that if Fair Market Value is being determined pursuant to Section 3.2(c), then such payment shall be made on or prior to the date that is thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the date of determination of Fair Market Value pursuant to such Section.

(b)Subject to Section 4 hereof, if the Carrying Value of the Vested Equity purchased by Holdings by reason of an event described in Section 2.1(b) or Section 2.1(c) hereof is less than $2,000,000 in the aggregate (computed as of the effective date of the termination of a Management Stockholder’s employment), Holdings shall make a payment of all amounts owing to such Management Stockholder in respect of such Vested Equity within thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the end of the fiscal year during which such Management Stockholder’s employment was terminated; provided, however, that if Fair Market Value is being determined pursuant to Section 3.2(c) in connection with a termination of a Management Stockholder’s employment pursuant to Section 2.1(c) above, then such payment shall be made on the later of (i) the date that is thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the date of determination of Fair Market Value pursuant to such Section and (ii) the date which is thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the end of the fiscal year during which such Management Stockholder was terminated.

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(c)Subject to Section 4 hereof, and in the sole discretion of the Compensation Committee (the “Committee”) of the Board of Directors of Holdings (the “Board”), if the Carrying Value of the Vested Equity purchased by Holdings by reason of an event described in Section 2.1(b) or Section 2.1(c) hereof is equal to or greater than $2,000,000 in the aggregate (computed as of the effective date of the termination of a Management Stockholder’s employment), Holdings shall make a payment of all amounts owing to such Management Stockholder in respect of such Vested Equity as follows (or on a more accelerated schedule if the Committee so elects, in its sole discretion):

(i)if the date of termination of the Management Stockholder’s employment occurs prior to the third anniversary of the Closing Date, then one-third of the aggregate purchase price of the Vested Equity being purchased shall be paid within thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following each of the third, fourth and fifth anniversaries of the Closing Date;

(ii)if the date of termination of the Management Stockholder’s employment occurs on or after the third anniversary of the Closing Date and prior to the fourth anniversary of the Closing Date, then (x) two-thirds of the purchase price of the Vested Equity being purchased shall be paid within thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following such fourth anniversary and (y) one-third of the purchase price of the Vested Equity being purchased shall be paid within thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following the fifth anniversary of the Closing Date;

(iii)if the date of termination of the Management Stockholder’s employment occurs on or after the fourth anniversary of the Closing Date and prior to the fifth anniversary of the Closing Date, then the purchase price of the Vested Equity being purchased shall be paid within thirty (30) calendar days (or the first business day thereafter if the thirtieth (30^th) calendar day is not a business day) following such fifth anniversary; and

(iv)if the date of termination of the Management Stockholder’s employment occurs on or after the fifth anniversary of the Closing Date, then the purchase price of the Vested Equity being purchased shall be paid contemporaneously with the surrender of the certificates or other instruments representing the Vested Equity being purchased together with any other documents of transfer that Holdings may reasonably request, if applicable.

Any payments based on Fair Market Value required to be made by Holdings under this Section 2.3 shall accrue simple interest at a rate per annum of two percent (2%) on the amounts not paid from date Holdings provides notice to the relevant Management Stockholder Party in accordance with Section 2.2 to the earlier of (a) the date Holdings (or a permitted assignee thereof) has paid such Management Stockholder in full for all of the Vested Equity then being purchased and (b) the date Holdings delivers to such Management Stockholder a promissory note in respect of such amount as contemplated by Section 4 hereof.   All payments of interest

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accrued hereunder shall be paid only at the date or dates of payment by Holdings for the Vested Equity being purchased.

3.Purchase Price.

3.1.Optional Appraisal.  In its sole and absolute discretion, the Committee may, but shall not be required to, engage from time to time, on Holdings’ behalf, an independent valuation consultant or appraiser of recognized national standing reasonably satisfactory to Warburg Pincus (the “Appraiser”) to appraise (the “Appraisal”) the Fair Market Value of the shares of Common Stock, with such Appraisal to be as of a date that the Committee determines in its sole and absolute discretion.  In the event the Committee determines to engage an Appraiser, (i) such Appraiser shall prepare and deliver to Holdings a written report describing the results of such Appraisal and (ii) promptly after receipt of each Appraisal, Holdings shall deliver to each Management Stockholder a copy of the letter as to value included with the Appraisal.

3.2.Fair Market Value.

(a)The “Fair Market Value” of a share of Common Stock determined for purposes of Section 1, 2 and 4.2 hereof shall computed by dividing (i) the fair market value of the entire Common Stock equity interest of Holdings taken as a whole, without additional premiums for control or discounts for minority interests or restrictions on transfer, by (ii) the number of outstanding shares of Common Stock, calculated on a fully-diluted basis.  The “Fair Market Value” of any Vested Option determined for purposes of Section 1, 2 and 4.2 hereof shall be the Fair Market Value of the number of shares of Common Stock underlying such Vested Option, computed in acccordance with the immediately preceding sentence hereof, less the applicable exercise price therefor.  Except as otherwise set forth in this Section 3, the Fair Market Value of a share of Common Stock shall be equal to the Fair Market Value thereof as set forth in the most recent Appraisal, if any, prior to the termination of the relevant Management Stockholder’s employment.  Notwithstanding the foregoing, if the effective date of the termination of the relevant Management Stockholder’s employment is on or after a date which is six (6) months from the date of the last Appraisal or if the Committee has not previously elected to obtain an Apprasial pursuant to Section 3.1 above, then, in each case, the Fair Market Value of a share of Common Stock shall be determined in the manner set forth in Sections 3.2(b) and 3.2(c) hereof.

(b)If a Management Stockholder or Holdings exercises his, her or its rights pursuant to Section 1, Section 2 or Section 4.2 hereof, as the case may be, and if the effective date of the termination of a Management Stockholder’s employment is on or after a date which is six (6) months from the date of the last Appraisal, if any, or if the Committee has not previously elected to obtain an Apprasial pursuant to Section 3.1 above, then the Fair Market Value of a share of Common Stock shall be determined by the Board in good faith in accordance with the methodology set forth in Section 3.2(a) above.  Upon the Board’s good faith determination of Fair Market Value as contemplated hereby, the Board shall inform the relevant Management Stockholder in writing of its determination (the “Valuation Notice”).  In the event a Management Stockholder exercises its put rights pursuant to Section 1 above, the Board shall be required to deliver the Valuation Notice to such Management Stockholder within thirty (30) calendar days of Holdings’ receipt of the notice from such Management Stockholder described in Section 1.2

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above.  In the event Holdings exercises its call rights pursuant to Section 2 or Section 4.2 hereof, the Valuation Notice shall accompany the notice delivered to such Management Stockholder pursuant to Section 2.1 or Section 4.2, as the case may be.  Except as expressly set forth in Section 3.2(c) below, any determination of Fair Market Value by the Board as set forth in the Valuation Notice shall be final, binding and conclusive on Holdings and the relevant Management Stockholder.

(c)Notwithstanding anything contained in Section 3.2(b) to the contrary, if the Carrying Value (computed as of the effective date of the termination of such Management Stockholder’s employment) of the Vested Equity owned by a Management Stockholder that is to be purchased by Holdings pursuant to Section 1, Section 2 or Section 4.2 hereof is in excess of $2,000,000 in the aggregate, then such Management Stockholder shall have the right to dispute the Fair Market Value determined by the Board pursuant to Section 3.2(b) above.  A Management Stockholder who wishes to dispute the Fair Market Value determined by the Board pursuant to Section 3.2(b) above shall be required to deliver a notice of dispute (the “Dispute Notice”) to the Board within ten (10) calendar days of the date of the Valuation Notice (the “Dispute Period”).  If a Management Stockholder entitled to dispute the Board’s determination of Fair Market Value in accordance with the terms hereof fails to deliver a Dispute Notice to the Board during the Dispute Period, such Management Stockholder shall be deemed to have accepted the Fair Market Value set forth in the Valuation Notice and such Fair Market Value shall thereafter be deemed final, binding and conclusive on such Management Stockholder.  In the event a Management Stockholder delivers a Dispute Notice to the Board within the Dispute Period, and if such Management Stockholder and the Board cannot agree on the Fair Market Value within thirty (30) calendar days after the date of the Dispute Notice, the Management Stockholder or Holdings may, by three (3) business days’ written notice to the other, initiate appraisal proceedings under Section 3.2(d) for determination of the Fair Market Value.

(d)Appraisal Procedure.  If any party shall initiate an appraisal procedure to determine the Fair Market Value of a share of Common Stock as contemplated by Section 3.2(c) above, then the Management Stockholder, on the one hand, and Holdings, on the other hand, shall each promptly appoint as an appraiser an independent valuation consultant or appraiser of recognized national standing.  Each appraiser shall, within thirty (30) calendar days of appointment, separately investigate the Fair Market Value of a share of Common Stock as of the effective date of the termination of such Management Stockholder’s employment and shall submit a notice of an appraisal of that value to the Management Stockholder and Holdings.  Each appraiser shall be instructed to determine such value based on the methodology set forth in Section 3.2(a).  If the appraised Fair Market Values (the “Earlier Appraisals”) vary by ten percent (10%) or less, measured from the lower appraisal, the average of the two appraisals on a per share basis shall be controlling as the amount of the Fair Market Value.  If the appraised Fair Market Values vary by ten percent (10%) or more, measured from the lower appraisal, the appraisers, within ten (10) business days of the submission of the last appraisal, shall appoint a third appraiser who shall be an independent valuation consultant or appraiser of recognized national standing.  The third appraiser shall, within thirty (30) calendar days of his appointment, appraise the Fair Market Value of a share of Common Stock as of the effective date of the termination of such Management Stockholder’s employment, such apprasial to be based on the methodology set forth in Section 3.2(a).  Such third appraiser shall submit notice of its appraisal to the Management Stockholder and Holdings.  The Fair Market Value determined by the third

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appraiser shall be controlling unless the Fair Market Value determined by such appraiser is greater than the Fair Market Value determined in the two Earlier Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless the Fair Market Value is lower than the two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control.  If any party fails to appoint an appraiser or if one of the two initial appraisers fails after appointment to submit its appraisal within the required period, the appraisal submitted by the remaining appraiser shall be controlling.  The Management Stockholder and Holdings shall each bear the cost of its respective appointed appraiser.  The cost of the third appraisal shall be shared one-half by the Management Stockholder and one-half by Holdings.

(e)In the event an apprasial procedure is initiated by a Management Stockholder or Holdings as contemplated above, and, if following the determination of Fair Market Value pursuant to Section 3(d) above, either Holdings or a Management Stockholder wishes to revoke an election to purchase or sell Vested Equity pursuant to the terms of Section 1, Section 2 or Section 4.2 hereof, as the case may be, such Person shall deliver written notice of such revocation within ten (10) calendar days after the determination of the appraised Fair Markeet Value pursuant to Section 3.2(d) above.  Following the expiration of such ten (10) calendar period, neither Holdings nor any Management Stockholder shall be entitled to revoke its election to purchase or sell Vested Equity.

3.3.Carrying Value.  For the purposes of this Agreement, the “Carrying Value” of any share of Common Stock shall be equal to $[1,000.00], plus simple interest at a rate per annum equal to 2% which shall be deemed to be the carrying cost, calculated from the date of the purchase of such share of Common Stock by the selling Management Stockholder through the date of purchase by Holdings, less the amount of dividends paid to such Management Stockholder in respect of such share of Common Stock (to the extent that the amount of such dividends do not exceed such simple interest).  The “Carrying Value” of any Vested Option shall be the Carrying Value of the number of shares of Common Stock underlying such Vested Option, computed in acccordance with the immediately preceding sentence hereof, less the applicable exercise price therefor; provided, however, with respect to any Vested Option, any interest thereon representing the carrying cost as provided above, shall accrue from the date of the grant of such Vested Option through the date of the purchase by Holdings of such Vested Option pursuant to the terms of this Agreement.

4.Prohibited Purchases; Involuntary Transfers.

4.1.Prohibited Purchases.  Notwithstanding anything to the contrary herein, Holdings shall not be permitted or obligated to purchase any Vested Equity from a Management Stockholder hereunder to the extent (a) Holdings is prohibited from purchasing such Vested Equity by applicable law, (b) Holdings does not then have sufficient cash on hand to enable it to make such purchase and any debt instruments or agreements (other than debt instruments or agreements with an Affiliate of Holdings, Warburg Pincus or any Affiliate thereof), including any amendment, renewal, extension, substitution, refinancing, replacement or other modification thereof entered into or assumed by Holdings, TransDigm Holding or TransDigm or any predecessor thereto in connection with the Merger or thereafter, including, without limitation, that certain Credit Agreement, dated as of the date hereof, among TD Funding Corporation (to be assumed by TransDigm Inc.), TD Acquisition (to be assumed by TransDigm Holding) and the

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financial institutions party thereto, and that certain Indenture, dated as of the date hereof, among TD Funding Corporation (to be assumed by TransDigm Inc.), the guarantors party thereto and the trustee named therein, do not allow (i) Holdings to purchase such Vested Equity and (ii) TransDigm Holding or TransDigm to pay a dividend or otherwise distribute to Holdings an amount of cash for the purpose of, and sufficient to enable Holdings to purchase, such Vested Equity (all such debt instruments or agreements referred to in this clause (b) are hereinafter collectively referred to as the “Financing Documents”), (c) the purchase of such Vested Equity by Holdings or the payment of a dividend or other distribution to Holdings by any subsidiary thereof to enable the purchase of such Vested Equity would, or in the opinion of the Committee might, result in the occurrence of a default or an event of default under any Financing Document or create a condition which would, or in the opinion of the Committee might, with notice or lapse of time or both, result in such default or event of default or (d) the purchase of such Vested Equity by Holdings or the payment of any such dividend or distribution to Holdings by any subsidiary thereof to enable the purchase of such Vested Equity would, in the reasonable opinion of the Committee, be imprudent in view of the financial condition (present or projected) of Holdings and its subsidiaries or the anticipated impact the purchase of such Vested Equity or the payment of such dividend or other distribution would have on Holdings’ and its subsidiaries’ financial condition (present or projected) or the ability of Holdings or any such subsidiary of Holdings to meet its obligations under any Financing Document or otherwise.  If any Vested Equity which Holdings has the right or obligation to purchase on any date exceeds the total amount that Holdings is permitted or able to purchase on such date pursuant to the preceding sentence (the “Maximum Amount”), Holdings shall purchase on such date only that number of shares of Common Stock and that number of Vested Options up to the Maximum Amount (and shall not be required to purchase more than the Maximum Amount) in such amounts as the Committee shall determine in good faith applying the following order of priority:

(a)First, the Vested Equity of all Management Stockholders that are Roll-Over Shares or Roll-Over Options, which Roll-Over Shares or Roll-Over Options are being repurchased by Holdings by reason of the Management Stockholder’s termination of employment for any reason and, to the extent that the number of Roll-Over Shares and Roll-Over Options that Holdings is obligated to purchase from such Management Stockholders (but for this Section 4) exceeds the Maximum Amount, such Roll-Over Shares and Roll-Over Options pro rata among such Management Stockholders on the basis of the number of Roll-Over Shares and the number of shares of Common Stock underlying Roll-Over Options held by each of such Management Stockholders that Holdings is obligated or has the right to purchase;

(b)Second, to the extent that the Maximum Amount is in excess of the amount Holdings purchases pursuant to clause (a) above, the Vested Equity (other than Roll-Over Shares and Roll-Over Options) of all Management Stockholders whose Vested Equity is being purchased by Holdings by reason of termination of employment due to death or Disability and, to the extent that the number of shares of Common Stock and Vested Options that Holdings is obligated to purchase from such Management Stockholders (but for this Section 4) exceeds the Maximum Amount, such shares of Common Stock and Vested Options pro rata among such Management Stockholders on the basis of the number of shares of Common Stock and the number of shares of Common Stock underlying Vested Options held by each of such Management Stockholders that Holdings is obligated or has the right to purchase; and

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(c)Third, to the extent that the Maximum Amount is in excess of the amount Holdings purchases pursuant to clauses (a) and (b) above, the Vested Equity (other than Roll-Over Shares and Roll-Over Options) of all Management Stockholders whose Vested Equity is being purchased by Holdings by reason of termination of employment without Cause or due to Retirement or resignation for Good Reason up to the Maximum Amount and, to the extent that the number of shares of Common Stock and Vested Options that Holdings is obligated to purchase from such Management Stockholders (but for this Section 4) exceeds the Maximum Amount, such Vested Equity pro rata among such Management Stockholders on the basis of the number of shares of Common Stock and the number of shares of Common Stock underlying Vested Options held by each of such Management Stockholders that Holdings is obligated or has the right to purchase; and

(d)Fourth, to the extent the Maximum Amount is in excess of the amounts Holdings purchases pursuant to clauses (a), (b) and (c) above, the Vested Equity (other than Roll-Over Shares and Roll-Over Options) of all other Management Stockholders whose Vested Equity is being purchased by Holdings up to the Maximum Amount and, to the extent that the number of shares of Common Stock and Vested Options that Holdings is obligated to purchase from such Management Stockholders (but for this Section 4) exceeds the Maximum Amount, the Vested Equity of such Management Stockholders in such order of priority and in such amounts as the Committee, in its sole discretion, shall in good faith determine to be appropriate under the circumstances.

Notwithstanding anything to the contrary contained in this Agreement, if Holdings is unable to make any payment when due to any Management Stockholder under this Agreement by reason of this Section 4, and subject to Section 9.1 hereof, Holdings shall issue an unsecured promissory note to such Management Stockholder for the amount of such payment, the terms of which note shall be acceptable to the lenders under any Financing Document to which Holdings is a party or otherwise bound and shall not result in a breach or violation of any such Financing Document.  A promissory note issued to a Management Stockholder by Holdings under this Section 4 shall (i) bear simple interest at the Prime Interest Rate as published in the Wall Street Journal on the date such payment becomes due plus one percent (1%), from the date such payment is due and owing to the date such payment is made, (ii) remain outstanding until the earliest practicable date on which Holdings is able to make payment therefor and (iii) reflect the priorities set forth in paragraphs (a)-(d) immediately above.  All payments of interest accrued hereunder shall be paid only at the date of payment by Holdings for the Vested Equity being purchased.

4.2.Involuntary Transfers.  In the case of any transfer of title or beneficial ownership of any Vested Equity upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Stockholder (each, an “Involuntary Transfer”), Holdings (or any permitted assignee thereof) shall have the right to purchase such Vested Equity pursuant to this Section 4.2.  Upon the Involuntary Transfer of any Vested Equity, such Management Stockholder shall promptly (but in no event later than two (2) business days after such Involuntary Transfer) furnish written notice (the “Notice”) to Holdings indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such Vested Equity has been transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer.  Upon the

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receipt of the Notice, and for sixty (60) calendar days thereafter, Holdings (or a permitted assignee thereof) shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Vested Equity acquired by the Involuntary Transferee for a purchase price equal to the lesser of (a) the Fair Market Value of such Vested Equity as determined in accordance with Section 3.2 hereof and (b) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Vested Equity over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer.

5.Termination of Rights and Obligations Under Certain Sections.  All rights and obligations pursuant to Sections 1, 2, 3, 4.2, 6, 7, 9, 10 and 11 of this Agreement shall terminate upon the closing of a public offering pursuant to a Registration Statement (a “Registration”) that covers (together with prior Registrations) (a) not less than 50% of the outstanding shares of Common Stock on a fully-diluted basis or (b) shares of Common Stock that, after the closing of such public offering, will be traded on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, Inc.  Without limiting the foregoing, this Agreement or any portion thereof shall terminate upon the written consent of Holdings, Warburg Pincus and the Majority Management Stockholders.

6.Legend.  A copy of this Agreement shall be filed with the Secretary of Holdings and kept with the records of Holdings.  Each certificate or other instrument representing shares of Common Stock and, if applicable, Options, owned by any Stockholder shall bear upon its face the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR OTHER INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE MANAGEMENT STOCKHOLDERS’ AGREEMENT, DATED AS OF JULY 22, 2003 BY AND AMONG TD HOLDING CORPORATION (“HOLDINGS”), WARBURG PINCUS PRIVATE EQUITY VIII, L.P. AND THOSE EMPLOYEES OF TRANSDIGM INC. AND ITS SUBSIDIARIES LISTED ON SCHEDULE I ATTACHED THERETO (THE “MANAGEMENT STOCKHOLDERS’ AGREEMENT”).  COPIES OF THE MANAGEMENT STOCKHOLDERS’ AGREEMENT ARE ON FILE AT THE OFFICE OF HOLDINGS AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SECURITIES UPON WRITTEN REQUEST.

In addition, certificates representing shares of Common Stock shall bear any legends required by the applicable laws of any states.  All Management Stockholders shall be bound by the requirements of the foregoing legend.  Upon a Registration that covers any shares of Common Stock, and provided that the terms of this Section 6 terminate in connection with such Registration pursuant to the terms of Section 5 hereof, the certificate representing such shares shall be replaced, at the expense of Holdings, with certificates not bearing the foregoing legend.

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7.Covenants, Representation and Warranties.

7.1.New Management Stockholders.  Holdings, Warburg Pincus and each of the Management Stockholders hereby agree that any employee of Holdings or any subsidiary thereof who, after the date of this Agreement, is offered shares of any class of capital stock of Holdings or holds stock options to purchase shares of capital stock of Holdings shall, as a condition precedent to the acquisition of such shares or the grant of such options, (a) become a party to this Agreement by executing a joinder agreement, a form of which is attached as Exhibit A hereto, and (b) if such employee is a resident of a state with a community property system, cause his or her spouse to execute a Spousal Waiver in form and substance satisfactory to the Committee and deliver such joinder agreement and Spousal Waiver, if applicable, to Holdings at its address specified in Section 15 hereof.  Upon such execution and delivery, such employee shall be a Management Stockholder for all purposes of this Agreement and Options or any shares of capital stock owned by such Management Stockholder or issuable to such Management Stockholder upon exercise of any Options, shall be considered Shares or Options, as applicable, for all purposes of this Agreement, except as otherwise set forth in the joinder agreement.

7.2.No Other Arrangements or Agreements.  Each Management Stockholder hereby represents and warrants to Holdings and Warburg Pincus that, except as set forth in this Agreement and except for (a) the Stockholders’ Agreement, (b) if applicable, that certain Registration Rights Agreement, dated as of the date hereof, among Holdings and the other parties named therein, (c) any written employment agreement between such Management Stockholder and Holdings or a subsidiary thereof, (d) any Option Agreement between such Management Stockholder and Holdings and (e) if applicable, the Roll-Over Agreement to which such Management Stockholder is a party, each as amended from time to time, he or she has not entered into or agreed to be bound by any other arrangements or agreements of any kind with any other party with respect to any shares of capital stock or Options of Holdings or any interest therein, including, but not limited to, arrangements or agreements with respect to the acquisition, disposition or voting of any shares of capital stock or Options of Holdings or any interest therein, as applicable (whether or not such arrangements and agreements are with Holdings, any subsidiary thereof, other Management Stockholders or holders of capital stock or Options of Holdings that are not parties to this Agreement).  Each Management Stockholder agrees that, except as disclosed above, he or she will not enter into any such other arrangements or agreements as he or she has represented and warranted to above with any other party so long as any of the terms of this Agreement remain in effect, except for any such agreement with Holdings entered into in connection with the grant of any Options pursuant to the Plan or any other equity incentive plan of Holdings and except as reasonably necessary to effect any transaction relating to the Shares or Options required or permitted under the Stockholders’ Agreement.

8.Amendment, Modification, Supplement and Waiver.  This Agreement may be amended, modified or supplemented, and the enforcement of any provision hereof may be waived, with, and only with, the prior written consent of Holdings, Warburg Pincus and the Majority Management Stockholders.  If Holdings, Warburg Pincus and the Majority Management Stockholders shall have so agreed, any such amendment, modification, supplement or waiver shall be effective with respect to all Management Stockholders hereunder, whether or not such Management Stockholder shall have agreed to such amendemnt, modification, supplement or waiver, and Holdings shall promptly notify all other Management Stockholders who have not so

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agreed of the material terms of such amendment, modification, supplement or waiver and the effective date thereof.

9.Parties.

9.1.Assignment by Holdings.  Subject to the provisos set forth herein, Holdings shall have the right to assign to one or more Permitted Warburg Assignees, all or any portion of its rights and obligations under Sections 1, 2 and 4.2; provided, however, in no event shall any such Permitted Warburg Assignee be required to accept any such assignment or assume any obligations of Holdings under the foregoing Sections, it being understood and agreed that the acceptance of any such assignment and the assumption of any such obligations shall be in the sole and absolute discretion of the Permitted Warburg Assignee; provided, further however, that the acceptance by a Permitted Warburg Assignee of the assigment of any rights and the assumption of any related obligations under the foregoing Sections in any one instance shall in no way be construed to require any Permitted Warburg Assignee to accept any assigment or assume any obligations with respect to any future event or transaction.  If Holdings has not exercised (or, pursuant to Section 4.1 hereof, is not permitted to exercise) its right to purchase Vested Equity pursuant to any such Sections within twenty (20) calendar days of receipt by Holdings of the letter or notice giving rise to such right (or, in the case of Section 2, the giving of notice by Holdings), then Warburg Pincus shall have the right, but shall be under no obligation, to require Holdings to assign such right to one or more Permitted Warburg Assignees.  If such right to purchase is assigned to a Permitted Warburg Assignee or Permitted Warburg Assignees pursuant to this Section 9.1, such Permitted Warburg Assignee or Permitted Warburg Assignees shall have all the rights and obligations of Holdings for purposes of such purchase, and only such purchase, under Section 1, 2 or 4.2, as the case may be.

9.2.Assignment Generally.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, no Management Stockholder shall be permitted to assign any of his, her or its obligations pursuant to this Agreement without the prior written consent of Holdings and Warburg Pincus, unless such assignment is in connection with a Transfer explicitly permitted by this Agreement and the Stockholders’ Agreement and, prior to such assignment, such assignee complies with the applicable requirements of this Agreement and the Stockholders’ Agreement.

9.3.Termination.  Any party to, or Person who is subject to, this Agreement which ceases to own any shares of Common Stock or any interest therein (assuming conversion of all Options) shall cease to be a party to, or Person who is subject to, this Agreement and thereafter shall have no rights or obligations hereunder; provided, however, that a Transfer of shares of Common Stock or Options not explicitly permitted under this Agreement shall not relieve any Management Stockholder of any of his, her or its obligations hereunder.

9.4.Agreements to Be Bound.  Notwithstanding anything to the contrary contained in this Agreement, any Transfer of shares of Common Stock by a Management Stockholder shall be permitted under the terms of this Agreement only if the transferee (i) shall agree in writing to be bound by the terms and conditions of this Agreement and shall evidence such agreement by executing a joinder agreement, the form of which is attached as Exhibit A hereto and (ii) shall

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cause his or her spouse, if any, to execute a Spousal Waiver in form and substance satisfactory to the Committee, if such transferee is an individual who resides in a state with a community property system.  Upon the execution of the joinder agreement and, if applicable, the Spousal Waiver by the spouse of such transferee, such transferee shall be deemed to be a Management Stockholder and all shares of Common Stock so Transferred shall be deemed Shares for all purposes of this Agreement, except as otherwise provided in the joinder agreement; provided, however, that Sections 1 and 2 of this Agreement shall not apply to shares of Common Stock acquired by any transferee pursuant to Section 4 of the Stockholders’ Agreement.

10.Recapitalizations, Exchanges, etc. Affecting the Shares.  Except as otherwise provided herein, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) the Shares and the Options and (b) any and all shares of capital stock of Holdings or any successor or assign of Holdings (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the Shares or Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise.  Except as otherwise expressly provided herein, this Agreement is not intended to confer, and does not confer, upon any Person, except for the parties hereto, any rights or remedies hereunder.

11.Transfer of Common Stock.  If at any time Holdings (or any permitted assignee thereof) purchases any Shares or other Vested Equity pursuant to this Agreement, Holdings (or any permitted assignee thereof) may pay the purchase price determined under this Agreement for the Shares or other Vested Equity it purchases by wire transfer of funds or company check in the amount of the purchase price, and upon receipt of payment of such purchase price or, pursuant to Section 2.3 or Section 4, any portion thereof, the selling Management Stockholder shall deliver the certificates or other instruments representing the number of Shares or other Vested Equity being purchased in a form suitable for transfer, duly endorsed in blank, and free and clear of any lien, claim or encumbrance.  Notwithstanding anything in this Agreement to the contrary, Holdings (or any permitted assignee thereof) shall not be required to make any payment for Shares or other Vested Equity purchased hereunder until delivery to it of the certificates or other instruments representing such Shares or other Vested Equity.  If Holdings (or any permitted assignee thereof) is purchasing less than all the Shares or other Vested Equity represented by a single certificate or other instrument, Holdings shall deliver to the selling Management Stockholder a certificate or other instrument for any unpurchased Shares or Vested Equity.

12.Further Assurances.  Each party hereto or Person subject hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto or Person subject hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

13.Governing Law.  This Agreement and the rights and obligations of the parties hereunder and the Persons subject hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to the choice of law principles thereof.

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14.Invalidity, of Provision.  The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

15.Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by telecopy (including facsimile) or telegram, as follows:

(i)If to Holdings, to it at:

c/o TransDigm Holding Company
26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143
Facsimile No.: (216) 289-4937
Attention: Corporate Secretary

with a copy to:

Warburg Pincus Private Equity VIII, L.P.
c/o Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
Facsimile No.: (212) 878-9100
Attention: Kewsong Lee

David Barr

(ii)If to a Management Stockholder, to him or her at the address or facsimile number listed on the signature page hereto or as such Management Stockholder shall designate to Holdings in writing in accordance with the terms hereof, with a copy to Warburg Pincus at its address indicated herein.

(iii)If to Warburg Pincus, to it at:

Warburg Pincus Private Equity VIII, L.P.
c/o Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
Facsimile No.: (212) 878-9100
Attention: Kewsong Lee

David Barr

with a copy to:

Willkie Farr & Gallagher
787 Seventh Avenue

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New York, New York 10019
Facsimile No.: (212) 728-8111
Attention: Steven J. Gartner, Esq.

or to such other Person or address as any party shall specify by notice in writing to Holdings, with a copy to Warburg Pincus at its address indicated herein.  Any notice so addressed shall be deemed to be given: if delivered personally or by telecopy (including facsimile) or telegram, on the date of such delivery, if a business day, otherwise on the first business day thereafter; if mailed by certified or registered mail with postage prepaid, on the third business day after the date of such mailing, and if sent by next-day or overnight mail or delivery, on the first business day following the date of such mailing or delivery.

16.Headings: Execution in Counterpart.  The headings and captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision hereof.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.

17.Entire Agreement.  This Agreement, together with the other agreements and documents referenced herein, including in the recitals hereto (collectively, the “Other Agreements”), embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, representations, warranties, covenants or undertakings relating to the Shares or the Options, other than those expressly set forth or referred to herein and other than those set forth in the Other Agreements.  This Agreement and the Other Agreements supersede all prior agreements and understandings among the parties with respect to such subject matter, and it is the understanding of all parties hereto that any such prior agreement is hereby terminated, null and void as of the Closing Date.

18.Injunctive Relief.  The Shares cannot readily be purchased or sold in the open market, and for that reason, among others, Holdings, Warburg Pincus and the Management Stockholders will be irreparably damaged in the event this Agreement is not specifically enforced.  Each of the parties therefore agrees that in the event of a breach of any provision of this Agreement, the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement.  Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which Holdings, Warburg Pincus or the Management Stockholders may have.  Each party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof.  Each party hereto hereby consents to service of process by mail made in accordance with Section 15.

19.Defined Terms.  As used in this Agreement, the following terms shall have the meanings ascribed to them below:

19.1.Affiliate.  “Affiliate” shall mean, with respect to any Person, a Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such Person.

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19.2.Cause.  The term “Cause,” used in connection with the termination of employment of a Management Stockholder, shall mean either of the following: (a) the repeated failure by a Management Stockholder, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of Holdings or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), or (b) any willful misconduct by a Management Stockholder that has the effect of materially injuring the business of Holdings or any of its subsidiaries, including, without limitation, the disclosure of material secret or confidential information of Holdings or any of its subsidiaries. Notwithstanding the foregoing, to the extent a Management Stockholder is party to an employment agreement with Holdings or any subsidiary thereof, and such agreement contains a definition of the term “Cause,” the definition in any such agreement shall control with respect to such Management Stockholder.

19.3.Closing Date.  The “Closing Date” shall mean the date on which the transactions contemplated by the Merger Agreement close.

19.4.Disability.  The termination of the employment of any Management Stockholder by Holdings or any of its subsidiaries shall be deemed to be by reason of a “Disability” if a Management Stockholder is unable to perform his or her duties and responsibilities as an officer, director or employee of Holdings or any of its subsidiaries on a full-time basis for more than six (6) months within any twelve (12) month period because of a physical, mental or emotional incapacity resulting from injury, sickness or disease.  Notwithstanding the foregoing, to the extent a Management Stockholder is party to an employment agreement with Holdings or any subsidiary thereof, and such agreement contains a definition of the term “Disability,” the definition in any such agreement shall control with respect to such Management Stockholder.

19.5.Exchange Act.  “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

19.6.Good Reason.  The termination of a Management Stockholder’s employment with Holdings or any of its subsidiaries shall be for “Good Reason” if such Management Stockholder voluntarily terminates his or her employment with Holdings or a subsidiary as a result of any of the following: (a) a material diminution in a Management Stockholder’s title, duties or responsibilities, without his or her prior written consent, (b) a reduction of a Management Stockholder’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his or her prior written consent or (c) Holdings or any subsidiary thereof requires the Management Stockholder, without his or her prior written consent, to be based at any office or location that requires a relocation greater than thirty (30) miles from the location at which such Management Stockholder works as of the date hereof.  Notwithstanding the foregoing, to the extent a Management Stockholder is party to an employment agreement with Holdings or any subsidiary thereof, and such agreement contains a definition of the term “Good Reason,” the definition in any such agreement shall control with respect to such Management Stockholder.

19.7.Majority Management Stockholders.  “Majority Management Stockholders” as of any date of determination shall mean those Management Stockholders who beneficially own

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(within the meaning of Rule 13d-3 under the Exchange Act) fifty percent (50%) or more of the total combined voting power of all Shares then held by the Management Stockholders.

19.8.Options.  “Options” shall mean all options to purchase shares of Common Stock granted to or held by a Management Stockholder at any time when this Agreement is in effect (including, where applicable, Roll-Over Options).

19.9.Permitted Warburg Assignee.  A “Permitted Warburg Assignee” shall mean any Affiliate of Warburg Pincus.

19.10.Permitted Transferee. The term “Permitted Transferee” shall have the meaning set forth in the Stockholders’ Agreeement.

19.11.Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

19.12.Roll-Over Shares.  “Roll-Over Shares” shall mean those shares of Common Stock that are acquired by a Management Stockholder upon exercise of a Roll-Over Option.

19.13.Transfer.  “Transfer” (or any variation thereof used herein) shall mean any direct or indirect sale, assignment, mortgage, transfer, pledge, hypothecation or other disposal.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By:	Warburg Pincus & Co., General Partner
By:	/s/ David Barr
	Name: David Barr
	Title: Partner

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
MANAGEMENT STOCKHOLDERS:
/s/ W. Nicholas Howley
W. Nicholas Howley
/s/ Gregory Rufus
Gregory Rufus
/s/ Douglas Peacock
Douglas Peacock

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Ray Laubenthal
Ray Laubenthal

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Riley
James Riley

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Skulina
James Skulina

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Rose DiFranco
Rose DiFranco

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written..

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Roger Jones
Roger Jones

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Robert Henderson
Robert Henderson

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Hosrow Bordbar
Hosrow Bordbar

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Peter Palmer
Peter Palmer

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Fred Ching
Fred Ching

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Cindy Terakawa
Cindy Terakawa

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ John Leary
John Leary

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Kevin McHenry
Kevin McHenry

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Joel Reiss
Joel Reiss

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Thomas Sievers
Thomas Sievers

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Vicki Saugstad
Vicki Saugstad

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Todd Littleton
Todd Littleton

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Bernie Iversen
Bernie Iversen

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Liddle
James Liddle

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Jeffrey Falkenberry
Jeffrey Falkenberry

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Albert J. Rodriguez
Albert J. Rodriguez

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Sergio Rodriguez
Sergio Rodriguez

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Gary McMurtrey
Gary McMurtrey

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Chuck Burger
Chuck Burger

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ J. Glyn Vorderkunz
J. Glyn Vorderkunz

IN WITNESS WHEREOF, the parties hereto have executed this Management Stockholders’ Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President

BRATENAHL INVESTMENTS, LTD.
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley

SCHEDULE I

MANAGEMENT STOCKHOLDERS

Douglas W. Peacock

10901 Burnt Mill Rd., #2104

Jacksonville, FL  32256

W. Nicholas Howley

10494 Lakeshore Blvd.

Bratenahl, OH  44108-1063

Bratenahl Investments, Ltd.

c/o W. Nicholas Howley

10494 Lakeshore Blvd.

Bratenahl, OH 44108-1063

Gregory Rufus

32346 Brandon Place

Avon Lake, OH  44012

Ray Laubenthal

9110 Oakstone Trail

Chardon Township, OH  44024

James Riley

2086 Baxterly Avenue

Lakewood, OH  44107

Rose DiFranco

5928 Blakely

Highland Heights, OH  44143

James Skulina

7736 Ellington Place

Mentor, OH  44060

Roger Jones

34950 Ada Drive

Solon, OH  44139

Robert Henderson

1645 Alamitas Ave.

Monrovia, CA  91016

Hosrow Bordbar

26871 Preciados Dr

Mission Viejo, CA  92691

Fred Ching

3932 Skycrest Drive

Pasadena, CA  91107

Peter Palmer

1717 Camden Ave

South Pasadena, CA  91030

Cindy Terakawa

629 Pencin Drive

Whittier, CA  90601

John Leary

27830 Elk Mt. Drive

Yorba Linda, CA  92887

Kevin McHenry

27532 Caesars Place

Laguna Niguel, CA  92677

Joel Reiss

1206 Stephanie Drive

Corona, CA  92882

Vicki Saugstad

4209 Vermont Street

Long Beach, CA  90814

Tom Sievers

29632 Novacella

Laguna Niguel, CA  92677

Todd Littleton

206 East Crest Drive

Simpsonville, SC  29681

Jeffrey Faulkenberry

420 Phillips Lane

Greer, SC  29650

Bernie Iversen

113 Greenleaf

Easley, SC  29642

James Liddle

1520 Old Mill Road

Easley, SC  29642

Albert J. Rodriguez

114 Greentree

Crawford, TX 76638

Sergio Rodriguez

115 Whistling Wind Trail

McGregor, TX 76657

Chuck Burger

300 Telluride

Waco, TX 76712

J. Glyn Vorderkunz

510 Kiowa Lane

Waco, TX 76706

Gary McMurtrey

925 Austin Hines Drive

China Springs TX  76633

EXHIBIT A

[FORM OF JOINDER AGREEMENT]

EX-10.3

EXHIBIT 10.3

TD HOLDING CORPORATION

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2003, among the institutional investors whose names and addresses are listed from time to time on Schedule I hereto (collectively, the “Institutional Investors”), those employees of TransDigm Inc. and certain of its subsidiaries whose names and addresses are listed on Schedule II hereto (the “Management Investors” and together with the Institutional Investors, the “Investors”), and TD Holding Corporation, a Delaware corporation (the “Company”).

R E C I T A L S

WHEREAS, on June 6, 2003, TD Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (“TD Acquisition”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TransDigm Holding Company, a Delaware corporation (“TransDigm Holding”), pursuant to which TD Acquisition shall be merged with and into TransDigm Holding, with TransDigm Holding as the surviving corporation (the “Merger”);

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, each Management Investor has entered into a letter agreement (collectively, the “Roll-Over Agreements”) with Warburg Pincus Private Equity VIII, L.P. (“Warburg Pincus”) pursuant to which each such Management Investor has agreed that certain options (the “Pre-Merger Options”) to purchase shares of common stock, par value $0.01 per share, of TransDigm Holding owned by such Management Investor prior to the Effective Time (as such term is defined in the Merger Agreement) shall not be cancelled in connection with the Merger but rather, at the Effective Time, such Management Investor’s Pre-Merger Options shall be converted partially into a fully vested option to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”; the fully vested options to purchase shares of Common Stock to be granted to each of the Management Investors pursuant to the terms of the Roll-Over Agreements are hereinafter collectively referred to as the “Roll-Over Options”);

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Institutional Investors have entered into a Subscription and Note Purchase Agreement (the “Subscription Agreement”) with the Company pursuant to which the Company has agreed to sell and each Institutional Investor has agreed to purchase from the Company, among other things, the number of shares of Common Stock set forth opposite the name of such Institutional Investor on Schedule I thereto;

WHEREAS, the Company has agreed, as a condition precedent to the Investors’ obligations under the Roll-Over Agreements or the Subscription Agreement, as the case may be, to grant the Investors certain registration rights; and

WHEREAS, the Company and the Investors desire to define the registration rights of the Investors on the terms and subject to the conditions herein set forth.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the parties hereby agree as follows:

SECTION 1.  DEFINITIONS.

As used in this Agreement, the following terms have the respective meaning set forth below:

Commission:  shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act;

Exchange Act:  shall mean the Securities Exchange Act of 1934, as amended;

Holder:  shall mean any holder of Registrable Securities;

Initial Public Offering:  shall mean the initial public offering of shares of Common Stock pursuant to a registration under the Securities Act;

Person:  shall mean an individual, partnership, joint-stock company, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof;

Register, Registered and Registration:  shall mean a registration effected by preparing and filing a registration statement in compliance with the Securities Act (and any post-effective amendments filed or required to be filed) and the declaration or ordering of effectiveness of such registration statement;

Registrable Securities:  shall mean (A) the shares of Common Stock acquired by the Institutional Investors pursuant to the terms of the Subscription Agreement, (B) any additional shares of Common Stock acquired by the Institutional Investors after the date hereof, (C) the shares of Common Stock issuable to the Management Investors upon exercise of the Roll-Over Options and (D) any stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clauses (A), (B) or (C) above;

Registration Expenses:  shall mean all expenses incurred by the Company in compliance with Section 2(a), (b) and (c) hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, all of the reasonable fees and expenses of one counsel for all of the Holders, blue sky fees and expenses and any expenses associated with any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company);

Securities Act:  shall mean the Securities Act of 1933, as amended; and

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Selling Expenses:  shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all fees and disbursements of counsel for each of the Holders other than the reasonable fees and expenses of one counsel for all of the Holders.

SECTION 2.  REGISTRATION RIGHTS.

(a)Requested Registration.

(i)Request for Registration.  If the Company shall receive from Warburg Pincus, at any time, a written request that the Company effect any registration with respect to all or a part of the Registrable Securities, the Company will:

(1)promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

(2)as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within ten (10) business days after written notice from the Company is given under Section 2(a)(i)(1) above; provided that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(a):

(A)In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;

(B)After the Company has effected two (2) such registrations pursuant to this Section 2(a) and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed;

(C)If the Registrable Securities requested by all Holders to be registered pursuant to such request do not have an anticipated aggregate public offering price (before deduction of Selling Expenses) of at least $15,000,000 (or $25,000,000 if such requested registration is the Initial Public Offering); or

(D)During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a

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registration of securities in a Rule 145 transaction, with respect to an employee benefit plan or with respect to the Company’s first registered public offering of its stock), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(a)(i)(2)(D) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.

The registration statement filed pursuant to the request of Warburg Pincus may, subject to the provisions of Section 2(a)(ii) below, include other securities of the Company which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in any such registration (“Other Stockholders”).  In the event any Holder requests a registration pursuant to this Section 2(a) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

The registration rights set forth in this Section 2 may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be bound by all obligations of this Agreement).

(ii)Underwriting.  If Warburg Pincus intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2(a).  If Other Stockholders request inclusion in any such registration, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2.  The Holders whose shares of Common Stock are to be included in such registration and the Company shall (together with all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Warburg Pincus and reasonably acceptable to the Company.  Notwithstanding any other provision of this Section 2(a), if the representative advises the Holders in writing that marketing factors require a limitation on the number of shares of Common Stock to be underwritten, the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation.  If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares requested to be registered by such Holder), by such minimum number of shares as is necessary to comply with such request.  No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.  If any Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the underwriter and Warburg Pincus.  The securities so withdrawn shall also be withdrawn from registration.  If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers

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and directors of the Company (to the extent such persons are not otherwise Holders) may include its or their securities for its or their own account in such registration if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

(b)Company Registration.

(i)If the Company shall determine to register any of its equity securities either for its own account or for the account of Warburg Pincus, any Holder or any Other Stockholder, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will:

(1)promptly give to each of the Holders a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

(2)include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Holders within fifteen (15) days after receipt of the written notice from the Company described in clause (1) above, except as set forth in Section 2(b)(ii) below.  Such written request may specify all or a part of the Holders’ Registrable Securities.  In the event any Holder requests inclusion in a registration pursuant to this Section 2(b) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

(ii)Underwriting.  If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(1).  In such event, the right of each of the Holders to include its Registrable Securities in such registration pursuant to this Section 2(b) shall be conditioned upon such Holders’ participation in such underwriting and the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein.  The Holders whose Registrable Securities are to be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company.  Notwithstanding any other provision of this Section 2(b), if the representative determines that marketing factors require a limitation on the number of shares to be underwritten, and (x) if such registration is the Initial Public Offering, the representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (y) if such registration is other than the Initial Public

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Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty five percent (25%) of the shares included therein (based on the number of shares).  The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner:  The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration (“Demanding Holders”)) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder or Demanding Holder), by such minimum number of shares as is necessary to comply with such limitation.  If any of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he or it may elect to withdraw therefrom by written notice to the Company and the underwriter.  Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c)Form S-3.  Following the Initial Public Offering, the Company shall use its best efforts to qualify for registration on Form S-3 for secondary sales.  After the Company has qualified for the use of Form S-3, Warburg Pincus shall have the right to request three (3) registrations on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by Warburg Pincus), provided, that the Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2(c):

(i)Unless Warburg Pincus and the other Holders who join in such registration pursuant to the terms hereof propose to dispose of shares of Registrable Securities having an aggregate price to the public (before deduction of Selling Expenses) of more than $10,000,000;

(ii)Within 180 days of the effective date of the most recent registration pursuant to this Section 2(c) in which securities held by Warburg Pincus could have been included for sale or distribution;

(iii)In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder; or

(iv)During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145

6

transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may only delay an offering pursuant to this Section 2(c)(iv) for a period of not more than sixty (60) days, if a filing of any other registration statement is not made within that period and the Company may only exercise this right once in any twelve (12) month period.

The Company shall give written notice to all Holders of the receipt of a request for registration pursuant to this Section 2(c) and shall provide a reasonable opportunity for other Holders to participate in the registration, provided that if the registration is for an underwritten offering, the terms of Section 2(a)(ii) shall apply to all participants in such offering.  Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition.  In the event any Holder requests a registration pursuant to this Section 2(c) in connection with a distribution of Registrable Securities to its partners, the registration shall provide for the resale by such partners, if requested by such Holder.

(d)Expenses of Registration.  All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 2 shall be borne by the Company, and all Selling Expenses shall be borne by the Holders of the securities so registered pro rata on the basis of the number of their shares so registered.

(e)Registration Procedures.  In the case of each registration effected by the Company pursuant to this Section 2, the Company will keep the Holders, as applicable, advised in writing as to the initiation of each registration and as to the completion thereof.  At its expense, the Company will:

(i)keep such registration effective for a period of one hundred twenty (120) days or until the Holders (or in the case of a distribution to the partners of such Holder, such partners), as applicable, have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that (A) such 120-day period shall be extended for a period of time equal to the period during which the Holders or partners, as applicable, refrain from selling any securities included in such registration in accordance with provisions in Section 2(i) hereof; and (B) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further, that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Exchange Act in the registration statement;

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(ii)furnish such number of prospectuses and other documents incident thereto as each of the Holders, as applicable, from time to time may reasonably request;

(iii)notify each Holder of Registrable Securities covered by such registration at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and

(iv)furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (1) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in such registration, addressed to the underwriters, if any, and to the Holders participating in such registration and (2) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders participating in such registration, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders participating in such registration.

(f)Indemnification.

(i)The Company will indemnify each of the Holders, as applicable, each of its officers, directors, partners and members, and each Person controlling each of the Holders, with respect to each registration which has been effected pursuant to this Section 2 in which such Holder includes Registrable Securities, and each underwriter, if any, and each Person who controls any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each of the Holders, each of its officers, directors, partners and members, and each Person controlling each of the Holders, each such underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue

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statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by the Holders or underwriter and stated to be specifically for use therein.

(ii)Each of the Holders will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company’s securities covered by such a registration statement, each Person who controls the Company or such underwriter, each other Holder and each Other Stockholder and each of their respective officers, directors, partners and members, and each Person controlling such other Holder or Other Stockholder against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document made by such Holder, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements by such Holder therein not misleading, and will reimburse the Company, the underwriters and such other Holders and Other Stockholders and their respective directors, officers, members, partners, Persons, or control Persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein; provided, however, that the obligations of each of the Holders hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold in such registration as contemplated herein.

(iii)Each party entitled to indemnification under this Section 2(f) (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld, delayed or conditioned) and the Indemnified Party may participate in such defense at such party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at the expense of the Indemnifying Party), and provided further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2 unless the Indemnifying Party is materially and adversely prejudiced thereby.  No Indemnifying Party, in the defense of any such claim or litigation shall, except with the prior written consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability

9

in respect to such claim or litigation.  Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(iv)If the indemnification provided for in this Section 2(f) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions (or alleged statements or omissions) which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(v)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling.

(vi)The foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage arising out of a statement made in or omitted from a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”), such indemnity or contribution agreement shall not inure to the benefit of any underwriter or Holder if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.

(g)Information by the Holders.

(i)Each of the Holders holding securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 2.

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(ii)In the event that, either immediately prior to or subsequent to the effectiveness of any registration statement, any Holder shall distribute Registrable Securities to its partners, such Holder shall so advise the Company and provide such information as shall be necessary to permit an amendment to such registration statement to provide information with respect to such partners, as selling securityholders.  Promptly following receipt of such information, the Company shall file an appropriate amendment to such registration statement reflecting the information so provided.  Any incremental expense to the Company resulting from such amendment shall be borne by such Holder.

(h)Rule 144 Reporting.

With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of restricted securities to the public without registration, the Company agrees to:

(i)make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act (“Rule 144”), at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(ii)use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements; and

(iii)so long as the Holder owns any Registrable Securities, furnish to the Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such securities without registration.

(i)“Market Stand-off” Agreement.  Each of the Holders agrees, if requested by the Company or an underwriter of equity securities of the Company, not to sell or otherwise transfer or dispose of any Registrable Securities held by such Holder, unless such shares are sold, transferred or otherwise disposed of pursuant to a registered offering, during the twelve (12) month period immediately following the effective date of a registration statement of the Company filed under the Securities Act, provided that:

(i)such agreement only applies to the Initial Public Offering;

(ii)all executive officers and directors of the Company and all stockholders who own in excess of two percent (2%) of the Common Stock on a fully diluted basis enter into similar agreements; and

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(iii)the Company shall not be permitted to waive the terms of this Section 2(i) with respect to any Holder unless the Company shall have waived the terms of this Section 2(i) with respect to each other Holder.

If requested by the underwriters, the Holders shall execute a separate agreement to the foregoing effect.  The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said twelve (12) month period.  The provisions of this Section 2(i) shall be binding upon any transferee who acquires Registrable Securities.

(j)Termination.  The registration rights set forth in this Section 2 shall not be available to any Holder if, (i) in the opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 (without giving effect to the provisions of Rule 144(k)) or (ii) all of the Registrable Securities held by such Holder have been sold in a registration pursuant to the Securities Act or pursuant to Rule 144.

SECTION 3.  MISCELLANEOUS.

(a)Directly or Indirectly.  Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

(b)Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to conflict of law principles.

(c)Section Headings.  The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof.

(d)Notices.

(i)All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (1) delivered personally, (2) mailed, certified or registered mail with postage prepaid, (3) sent by next-day or overnight mail or delivery or (4) sent by telecopy (including facsimile) or telegram, as follows:

(1)if to the Company, to c/o Warburg Pincus LLC, 466 Lexington Avenue, New York, NY 10017, Attention: Kewsong Lee and David Barr (facsimile: (212) 878-9100), or at such other address or facsimile number as it may have furnished in writing to the Holders in accordance with the terms hereof, with a copy to Willkie Farr & Gallagher, 787 Seventh Avenue, New York, NY 10019, Attention: Steven J. Gartner, Esq. (facsimile: (212) 728-9222); and

(2)if to the Holders, at the address or facsimile number listed on Schedule I hereto, or at such other address or facsimile number as may have been furnished the Company in writing in accordance with the terms hereof.

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(ii)Any notice so addressed shall be deemed to be given: if delivered personally or by telecopy (including facsimile) or telegram, on the date of such delivery, if a business day, otherwise on the first business day thereafter; if mailed by certified or registered mail with postage prepaid, on the third business day after the date of such mailing, and if sent by next-day or overnight mail or delivery, on the first business day following the date of such mailing or delivery.

(e)Reproduction of Documents.  This Agreement and all documents relating thereto, including, without limitation, any consents, waivers and modifications which may hereafter be executed may be reproduced by the Company and the Holders by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and the Holders and the Company may destroy any original document so reproduced.  The parties hereto agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Company or the Holders in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

(g)Entire Agreement; Amendment and Waiver.  This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior understanding among such parties with respect to such subject matter.  Subject to the terms of Section 2(i) hereof, this Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of the Company and the Holders holding a majority of the then outstanding Registrable Securities; provided, however, that if any amendment or waiver would materially and adversely affect the rights or duties of one or more Holders (the “Adversely Affected Holders”), in a way that is materially different from its effect on such rights or duties of the other Holders, such amendment or waiver shall not be effective as to any Adversely Affected Holder unless consented to in writing by those Adversely Affected Holders who hold a majority of the Registrable Securities held by all such Adversely Affected Holders as of the date of such determination.

(h)Severability.  In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

(i)Counterparts.  This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

			TD HOLDING CORPORATION
			By:	/s/ W. Nicholas Howley
				Name: W. Nicholas Howley
				Title: President
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By:		Warburg Pincus & Co., its General Partner
By:	/s/ David Barr
	Name: David Barr
	Title: Partner
TD CO-INVESTORS, LLC
By:		Warburg Pincus Private Equity VIII, L.P., its Managing Member
By:		Warburg Pincus & Co., its General Partner
By:	/s/ David Barr
	Name: David Barr
	Title: Partner

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

				TD HOLDING CORPORATION
				By:	/s/ W. Nicholas Howley
					Name: W. Nicholas Howley
					Title: President
SSB CAPITAL PARTNERS (MASTER FUND) I, LP
By:		SSBPIF GP CORP., its General Partner
By:	/s/ John R. Barber
	Name:		John R. Barber
	Title:		Co-President
CGI PRIVATE EQUITY L.P., LLC
By:	/s/ John R. Barber
	Name:		John R. Barber
	Title:		Authorized Signatory

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

				TD HOLDING CORPORATION
				By:	/s/ W. Nicholas Howley
					Name: W. Nicholas Howley
					Title: President
A.S.F. CO-INVESTMENT PARTNERS II, L.P.
By:		PAF 1/03, LLC, as General Partner
By:		Old Kings II, LLC, as Managing Member
By:	/s/ Paul R. Crotty
	Name:		Paul R. Crotty
	Title:		Authorized Member

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

					TD HOLDING CORPORATION
					By:	/s/ W. Nicholas Howley
						Name: W. Nicholas Howley
						Title: President
BANC OF AMERICA CAPITAL INVESTORS, L.P.
By:		Banc of America Capital Management, L.P., its general partner
By:		BACM I GP, LLC, its General Partner
By:	/s/ Robert L. Edwards, Jr.
	Name:			Robert L. Edwards, Jr.
	Title:		Authorized Signatory

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

					TD HOLDING CORPORATION
					By:	/s/ W. Nicholas Howley
						Name: W. Nicholas Howley
						Title: President
ML TD HOLDINGS, LLC
By:		Merrill Lynch Investment Managers, L.P., its Manager
By:	/s/ Michael Cerminaro
	Name:			Michael Cerminaro
	Title:		Authorized Signatory

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

					TD HOLDING CORPORATION
					By:	/s/ W. Nicholas Howley
						Name: W. Nicholas Howley
						Title: President
NEW YORK STATE RETIREMENT CO-INVESTMENT FUND L.P.
By:		PCG NYS Investments LLC, its General Partner
By:		Pacific Corporate Group LLC, its Managing Member
By:	/s/ Philip Posner
	Name:			Philip Posner
	Title:		Treasurer

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

				TD HOLDING CORPORATION
				By:	/s/ W. Nicholas Howley
					Name: W. Nicholas Howley
					Title: President
ABBOTT CAPITAL PRIVATE EQUITY FUND III, L.P.
By:		Abbott Capital Management, LLC, its Investment Manager
By:	/s/ Raymond L. Held
	Name:		Raymond L. Held
	Title:		Managing Director

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

		TD HOLDING CORPORATION
		By:	/s/ W. Nicholas Howley
			Name: W. Nicholas Howley
			Title: President
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By:	/s/ Holly Holtz
	Name:  Holly Holtz
	Title:  Director

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

	TD HOLDING CORPORATION
	By:	/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: President
/s/ Michael Graff
Michael Graff

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first set forth above.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
BNY PARTNERS FUND II, L.L.C.
By:			BNY Private Investment Management, Inc., its Member Manager
By:		/s/ Burton M. Siegel
		Name:		Burton M. Siegel
		Title:		Senior Vice President

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
MANAGEMENT STOCKHOLDERS:
/s/ W. Nicholas Howley
W. Nicholas Howley
/s/ Gregory Rufus
Gregory Rufus
/s/ Douglas Peacock
Douglas Peacock

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Ray Laubenthal
Ray Laubenthal

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Riley
James Riley

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Skulina
James Skulina

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Rose DiFranco
Rose DiFranco

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Roger Jones
Roger Jones

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Robert Henderson
Robert Henderson

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Hosrow Bordbar
Hosrow Bordbar

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Peter Palmer
Peter Palmer

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Fred Ching
Fred Ching

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Cindy Terakawa
Cindy Terakawa

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ John Leary
John Leary

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Kevin McHenry
Kevin McHenry

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Joel Reiss
Joel Reiss

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Thomas Sievers
Thomas Sievers

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Vicki Saugstad
Vicki Saugstad

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Todd Littleton
Todd Littleton

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Bernie Iversen
Bernie Iversen

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ James Liddle
James Liddle

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Jeffrey Falkenberry
Jeffrey Falkenberry

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Albert J. Rodriguez
Albert J. Rodriguez

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Sergio Rodriguez
Sergio Rodriguez

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Gary McMurtrey
Gary McMurtrey

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Gary McMurtrey
Chuck Burger

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President
/s/ Gary McMurtrey
J. Glyn Vorderkunz

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement as of the date first above written.

TD HOLDING CORPORATION
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: President

BRATENAHL INVESTMENTS, LTD.
By:	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley

Schedule I

Institutional Investors

Investor Name and Address

Warburg Pincus Private Equity VIII, L.P.
c/o Warburg Pincus LLC
466 Lexington Avenue
New York, NY 10017
Facsimile: (212) 878-9100

Attention: Kewsong Lee
David Barr

TD Co-Investors, LLC
Warburg Pincus Private Equity VIII, L.P.
c/o Warburg Pincus LLC
466 Lexington Avenue
New York, NY 10017
Facsimile: (212) 878-9100

Attention: Kewsong Lee
David Barr

SSB Capital Partners (Master Fund) I, LP

388 Greenwich St., 32nd

Floor, New York, NY 10013
Facsimile No.: (212) 816-0229
Attn:  Blair Jacobson

CGI Private Equity L.P., LLC

388 Greenwich St., 32nd

Floor, New York, NY 10013
Facsimile No.: (212) 816-0229
Attn:  Blair Jacobson

A.S.F. Co-Investment Partners II, L.P.

A.S.F. Co-Investment Partners II, L.P.

c/o Portfolio Advisors, LLC

9 Old Kings Highway South

Darien, CT  06920

Attention: Hugh Perloff

Banc of America Capital Investors, L.P.

100 North Tryon Street, 25th Floor

Banc of America Capital Investors

Charlotte, NC 28255

Facsimile No.: (704) 386-6432

Attention: Robert L. Edwards

ML TD Holdings, LLC
c/o Merrill Lynch Investment Managers
800 Scudders Mill Road
Plainsboro, NJ 08536
Attention: Lynn Baranski

New York State Retirement Co-Investment Fund L.P.

c/o Pacific Corporate Group LLC

1200 Prospect Street, Suite 200

La Jolla, CA 92037

Abbott Capital Private Equity Fund II, L.P.

1211 Avenue of the Americas, Suite 4300

New York, NY 10036

Attention: Mr. Raymond L. Held

Facsimile No.:  (212) 757-0835

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017-3206

Attention: Holly Holtz and Nancy DeBuccio, Securities Division - Private Equity Funds

Facsimile No.: (212) 907-2454

Michael Graff

27 East 62^nd Street, Apt. 7AB
New York, NY 10021

BNY Partners Fund II, L.L.C.

The Bank of New York

1290 Avenue of the Americas, 5th Floor

New York, NY 10104

Attention: Burton M. Siegel

with a copy to:

The Bank of New York

75 Park Place, 10th Floor

New York, NY 10286

Facsimile: (212) 298-1185

Attention: Nancy Corry

Schedule II

Management Investors

Management Investor Name and Address

Douglas W. Peacock
10901 Burnt Mill Rd., #2104
Jacksonville, FL  32256

W. Nicholas Howley
10494 Lakeshore Blvd.
Bratenahl, OH  44108-1063

Bratenahl Investments, Ltd.
c/o W. Nicholas Howley
10474 Lakeshore Blvd.
Bratenahl, OH 44108-1063

Gregory Rufus
32346 Brandon Place
Avon Lake, OH  44012

Ray Laubenthal
9110 Oakstone Trail
Chardon Township, OH  44024

James Riley
2086 Baxterly Avenue
Lakewood, OH  44107

Rose DiFranco
5928 Blakely
Highland Heights, OH  44143

James Skulina
7736 Ellington Place
Mentor, OH  44060

Roger Jones
34950 Ada Drive
Solon, OH  44139

Robert Henderson
1645 Alamitas Ave.
Monrovia, CA  91016

Hosrow Bordbar
26871 Preciados Dr
Mission Viejo, CA  92691

Fred Ching
3932 Skycrest Drive
Pasadena, CA  91107

Peter Palmer
1717 Camden Ave
South Pasadena, CA  91030

Cindy Terakawa
629 Pencin Drive
Whittier, CA  90601

John Leary
27830 Elk Mt. Drive
Yorba Linda, CA  92887

Kevin McHenry
27532 Caesars Place
Laguna Niguel, CA  92677

Joel Reiss
1206 Stephanie Drive
Corona, CA  92882

Vicki Saugstad
4209 Vermont Street
Long Beach, CA  90814

Tom Sievers
29632 Novacella
Laguna Niguel, CA  92677

Todd Littleton
206 East Crest Drive
Simpsonville, SC  29681

Jeffrey Faulkenberry420 Phillips Lane
Greer, SC  29650

Bernie Iversen
113 Greenleaf
Easley, SC  29642

James Liddle
1520 Old Mill Road
Easley, SC  29642

Albert J. Rodriguez
114 Greentree
Crawford, TX 76638

Sergio Rodriguez
115 Whistling Wind Trail
McGregor, TX 76657

Chuck Burger
300 Telluride
Waco, TX 76712

J. Glyn Vorderkunz
510 Kiowa Lane
Waco, TX 76706

Gary McMurtrey
925 Austin Hines Drive
China Springs TX  76633

EX-10.4

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated as of June 6, 2003, is made by and between TransDigm Holding Company, a Delaware corporation (the “Company”), and W. Nicholas Howley (the “Executive”).  This Agreement shall only become effective as of the effective time of the merger (the “Effective Date”) between TD Acquisition Corporation, a Delaware corporation, and the Company (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 6, 2003, and shall not become effective and shall be null and void upon any termination of the Merger Agreement in accordance with its terms.

RECITALS:

WHEREAS, prior to the Effective Date, the Executive was employed by the Company as its President and Chief Executive Officer pursuant to the terms of an employment agreement dated as of May 19, 1999, as amended pursuant to an amendment dated as of January 17, 2002 (the “Prior Employment Agreement”); and

WHEREAS, Section 5(a)(iv) of the Prior Employment Agreement provides that the Executive shall be entitled to terminate his employment with the Company for Good Reason (as defined in the Prior Employment Agreement), which would entitle the Executive to the payment of severance benefits pursuant to Section 6(b) of the Prior Employment Agreement; and

WHEREAS, as a condition to entering into this Agreement, the Executive has agreed to waive any right he would have to terminate his employment for Good Reason (as defined in the Prior Employment Agreement) and to the payment of severance and other benefits under Section 6(b) of the Prior Employment Agreement as a result of the Merger; and

WHEREAS, in connection with the Merger, it is the desire of the Company to assure itself of the continuity of the management services of the Executive on and after the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1.Certain Definitions.

(a)“Annual Base Salary” shall have the meaning set forth in Section 4(a).

(b)“Board” shall mean the Board of Directors of the Company.

(c)“Cause” shall mean either of the following:(i) the repeated failure by the Executive, after written notice from the Board, substantially to perform his material duties and responsibilities as an officer or employee or director of the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical or mental illness), or (ii) any willful misconduct by the Executive that has the effect of materially injuring the business of the Company or any of its subsidiaries, including, without limitation, the

disclosure of material secret or confidential information of the Company or any of its subsidiaries.

(d)“Change in Control” shall mean a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition.

(e)“Common Stock” shall mean the common stock of the Company, $0.01 par value per share.

(f)“Company” shall have the meaning set forth in the preamble hereto.

(g)“Compensation Committee” shall mean the Compensation Committee of the Board whose members shall be appointed by the Board from time to time.

(h)“Date of Termination” shall mean (i) if the Executive’s employment is terminated by reason of his death, the date of his death, and (ii) if the Executive’s employment is terminated pursuant to Sections 5(a)(ii) - (vi), the date specified in the Notice of Termination.

(i)“Disability” shall mean the inability of the Executive to perform his duties and responsibilities as an officer or employee of the Company or any of its subsidiaries on a full-time basis for more than six months within any 12-month period because of a physical, mental or emotional incapacity resulting from injury, sickness or disease.

(j)“Effective Date” shall have the meaning set forth in the first paragraph hereof.

(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(l)“Executive” shall have the meaning set forth in the preamble hereto.

(m)“Good Reason” shall mean the occurrence of any of the following: (i) a material diminution in the Executive’s title, duties or responsibilities, without his prior written consent, or (ii) a reduction of the Executive’s aggregate cash compensation (including bonus opportunities), benefits or perquisites, without his prior written consent, (iii) a Change in Control, (iv) the Company requires the Executive, without his prior written consent, to be based at any office or location that requires a relocation greater than 30 miles from Richmond Heights, Ohio, or (v) any material breach of this Agreement by the Company.  Any provision of this Agreement to the contrary notwithstanding, neither the Merger nor any of the transactions contemplated thereby shall constitute Good Reason.

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(n)“Management Stockholders’ Agreement” shall mean that certain Management Stockholders’ Agreement to be entered into as of the Effective Date among the Company, Warburg Pincus Private Equity VIII, L.P., the Executive and the other stockholders party thereto, as amended from time to time.

(o)“Notice of Termination” shall have the meaning set forth in Section 5(b).

(p)“Option Agreements” shall mean the written agreements between the Company and the Executive pursuant to which the Executive holds or is granted options to purchase Common Stock, including, without limitation, agreements evidencing options granted under the Option Plan.

(q)“Option Plan” shall mean any option plan adopted or maintained by the Company for employees generally.

(r)“Options” as of any date of determination shall mean options held by the Executive as of such date to purchase Common Stock of the Company.

(s)“Payment Period” shall have the meaning set forth in Section 6(b)(i).

(t)“Principal Stockholder” shall mean Warburg Pincus Private Equity VIII, L.P. and any of its permitted assignees under the Management Stockholders’ Agreement.

(u)“Rollover Agreement” shall mean that certain agreement among the Company, the Executive and Warburg Pincus Private Equity VIII, L.P., governing the treatment of “Rollover Options” (as described therein).

(v)“Term” shall have the meaning set forth in Section 2.

2.Employment.

The Company shall continue to employ the Executive and the Executive shall remain in the employ of the Company, for the period set forth in this Section 2, in the positions set forth in Section 3 and upon the other terms and conditions herein provided.  The term of employment under this Agreement (the “Term”) shall be for the period beginning on the Effective Date and ending on the fifth anniversary thereof unless earlier terminated as provided in Section 5; provided, however, that unless so earlier terminated or unless the Executive or the Company shall give written notice to the other of his or its intention not to renew this Agreement no less than sixty days prior to the scheduled expiration thereof, upon the fifth anniversary of the Effective Date, this Agreement shall automatically be renewed for an additional two year period.

3.Position and Duties.

(a)During the Term, the Executive shall serve as the President and Chief Executive Officer of each of the Company and its subsidiary, TransDigm Inc. (“TransDigm”) with such customary responsibilities, duties and authority as may from time to time be assigned to the Executive by the Board.  During the Term, the Executive shall devote substantially all his working time and efforts to the business and affairs of the Company and TransDigm; provided,

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that it shall not be considered a violation of the foregoing for the Executive to (i) with the prior consent of the Board (which consent shall not unreasonably be withheld), serve on corporate, industry, civic or charitable boards or committees (provided, that without such prior consent of the Board, the Executive shall, subject to the limitation set forth below, be permitted to continue to serve as a member of the board of directors (or board of trustees) or as a committee member, as the case may be, of Wings, Inc. and Gilmour Academy), and (ii) manage his personal investments, so long as none of such activities significantly interferes with the Executive’s duties hereunder.

(b)The Executive shall serve as the Chairman of the Board during the Term, and during the Term, the Board shall propose the Executive for re-election to the Board and the Principal Stockholders shall vote all of their shares of Common Stock in favor of such re-election.  If elected or appointed thereto, and only for the duration of such elected term or appointment, the Executive shall also serve as a director of any of the Company’s subsidiaries and/or in one or more executive offices of any entities owned by the Company.

4.Compensation and Related Matters.

(a)Annual Base Salary.  During the Term, the Executive shall receive a base salary at a rate that is no less than $380,000 per annum (the “Annual Base Salary”), payable in accordance with the Company’s normal payroll practices.  The rate of the Annual Base Salary shall be reviewed by the Compensation Committee on or prior to each anniversary of the Effective Date during the Term and may be increased, but not decreased, upon such review.

(b)Bonus.  For each fiscal year during the Term, the Executive shall be eligible to participate in the Company’s annual cash bonus plan in accordance with terms and provisions which shall be consistent with the Company’s executive bonus policy in effect as of the Effective Date.

(c)Non-Qualified Deferred Compensation.  During the Term, the Executive shall be eligible to continue to participate in the Company’s Non-Qualified Deferred Compensation Plan and Rabbi Trust in a manner that is consistent with that in effect as of the Effective Date.  The Company shall continue to fund the Rabbi Trust throughout the Term in a manner consistent with its funding practices in effect as of the Effective Date.

(d)Long Term Incentive Compensation.  During the Term, the Executive shall be entitled to participate in the Option Plan or any successor plan thereto.

(e)Benefits.  During the Term, the Executive shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company now (or, to the extent determined by the Board or Compensation Committee, hereafter) in effect which are applicable to the senior officers of the Company generally, subject to and on a basis consistent with the terms, conditions and overall administration thereof (including the right of the Company to amend, modify or terminate such plans).

(f)Expenses.  Pursuant to the Company’s customary policies in force at the time of payment, the Executive shall be reimbursed for all expenses properly incurred by the Executive on the Company’s behalf in the performance of the Executive’s duties hereunder.

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(g)Vacation.  The Executive shall be entitled to an amount of annual vacation days, and to compensation in respect of earned but unused vacation days in accordance with the Company’s vacation policy as in effect as of the Effective Date.  The Executive shall also be entitled to paid holidays in accordance with the Company’s practices with respect to same as in effect as of the Effective Date.

(h)Automobile.  During the Term, the Company shall provide the Executive with an annual automobile allowance at a rate not less than that in effect as of the Effective Date.

(i)Club Membership.  During the Term, the Company shall pay on behalf of the Executive, or reimburse the Executive for, annual membership fees payable in connection with the Executive’s membership in one country club of the Executive’s choice.

(j)Tax and Financial Planning Assistance.  During the Term, the Company shall, upon submission of proper documentation, pay on behalf of the Executive, or reimburse the Executive for, reasonable expenses incurred for professional assistance in planning and preparing his tax returns and managing his financial affairs, provided that such expenses do not exceed $28,500 per annum.

5.Termination.

(a)The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances and in accordance with subsection (b):

(i)Death.  The Executive’s employment hereunder shall terminate upon his death.

(ii)Disability.  If the Company determines in good faith that the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within such 30 day period the Executive shall not have returned to full-time performance of his duties.  The Executive shall continue to receive his Annual Base Salary until the 90th day following the date of the Notice of Termination.

(iii)Termination for Cause.  The Company may terminate the Executive’s employment hereunder for Cause.

(iv)Resignation for Good Reason.  The Executive may terminate his employment hereunder for Good Reason.

(v)Termination without Cause.  The Company may terminate the Executive’s employment hereunder without Cause.

(vi)Resignation without Good Reason.  The Executive may resign his employment hereunder without Good Reason.

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(b)Notice of Termination.  Any termination of the Executive’s employment by the Company or by the Executive under this Section 5 (other than termination pursuant to subsection (a)(i)) shall be communicated by a written notice from the Board or the Executive to the other indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of Termination which, except in the case of Termination by reason of Disability or Termination for Cause pursuant to Section 5(a)(ii) or 5(a)(iii), respectively, shall be at least 90 days following the date of such notice (a “Notice of Termination”).  In the event of Termination for Cause pursuant to Section 5(a)(iii), the Executive shall have the right, if the basis for such Cause is curable, to cure the same within 15 days following the Notice of Termination for Cause, and Cause shall not be deemed to exist if the Executive cures the event giving rise to Cause within such 15 day period.  In the event of Termination by the Executive for Good Reason pursuant to Section 5(a)(iv), the Company shall have the right, if the basis for such Good Reason is curable, to cure the same within 15 days following the Notice of Termination for Good Reason, and Good Reason shall not be deemed to exist if the Company cures the event giving rise to Good Reason within such 15 day period.  The Executive shall continue to receive his Annual Base Salary, annual bonus and all other compensation and perquisites referenced in Section 4 through the Date of Termination.

6.Severance Payments.

(a)Termination for any Reason.  In the event the Executive’s employment with the Company is terminated for any reason, the Company shall pay the Executive (or his beneficiary in the event of his death) any unpaid Annual Base Salary that has accrued as of the Date of Termination, any unreimbursed expenses due to the Executive and an amount for accrued but unused sick days and vacation days.  The Executive shall also be entitled to accrued, vested benefits under the Company’s benefit plans and programs as provided therein.  The Executive shall be entitled to the additional payments and benefits described below only as set forth herein.

(b)Termination without Cause, Resignation for Good Reason or Termination by Reason of Death or Disability.  In the event of the Executive’s Termination without Cause (pursuant to Section 5(a)(v)), Resignation for Good Reason (pursuant to Section 5(a)(iv)) or termination by reason of death or Disability (pursuant to Section 5(a)(i) or (ii), respectively), the Company shall pay to the Executive the amounts described in subsection (a), and:

(i)pay to the Executive, in accordance with its regular payroll practice, an amount equal to the Annual Base Salary and annual bonus provided herein that the Executive would have been entitled to receive had he continued his employment hereunder for the period beginning on the Date of Termination and ending on the date that is eighteen months thereafter (the “Payment Period”);

(ii)pay or provide to the Executive for the Payment Period the perquisites to which the Executive is entitled under Sections 4(h), 4(i) and 4(j); and

(iii)continue for the Payment Period the Executive’s and his then eligible dependents’ coverage under the Company’s medical benefit plans.

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7.Competition; Nonsolicitation.

(a)During the Term and, following any termination of Executive’s employment, for a period equal to (i) the Payment Period, in the case of a termination of employment for which payments are made pursuant to Section 6(b) hereof, or (ii) twenty-four (24) months from the date of such termination in the event of a voluntary termination of employment by the Executive without Good Reason, or a termination by the Company for Cause, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business (other than a business that constitutes less than 5% of the relevant entity’s net revenue and a proportionate share of its operating income) which competes with any business of the Company or any entity owned by it anywhere in the world; provided, however, that the Executive shall be permitted to acquire a stock interest in such a corporation provided such stock is publicly traded and the stock so acquired does not represent more than one percent of the outstanding shares of such corporation.

(b)During the Term and for a period of two years following any termination of the Executive’s employment, the Executive shall not, directly or indirectly, on his own behalf or on behalf of any other person or entity, whether as an owner, employee, service provider or otherwise, solicit or induce any person who is or was employed by, or providing consulting services to, the Company or any of its subsidiaries during the twelve-month period prior to the date of such termination, to terminate their employment or consulting relationship with the Company or any such subsidiary.

(c)In the event the agreement in this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

8.Nondisclosure of Proprietary Information.

(a)Except as required in the faithful performance of the Executive’s duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, except for such information which is or becomes publicly available other than as a result of a breach by the Executive of this Section 8, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information

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or trade secrets.  The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b)Upon termination of the Executive’s employment with the Company for any reason, the Executive shall promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes and/or which contain proprietary information or trade secrets.

(c)The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

9.Injunctive Relief.

It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to the Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief.

10.Survival.

The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

11.Binding on Successors.

This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.

12.Governing Law.

This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of New York.

13.Validity.

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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14.Notices.

Any notice, request, claim, demand, document or other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows:

(a)If to the Company, to:

TransDigm Holding Company
26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143
Attention:  Corporate Secretary

with copies to:

TD Acquisition Corporation
c/o Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
Attention: David Barr

and

Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York, 10019
Attention: Frank Daniele, Esq.

(b)If to the Executive, to him at the address set forth below under his signature, with a copy to:

Baker & Hostetler LLP
3200 National City Center
1900 East 9^th Street
Cleveland, Ohio 44114-3485
Attention: Elizabeth A. Dellinger, Esq.

or at any other address as any party shall have specified by notice in writing to the other party in accordance with this Section 15.

15.Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

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16.Entire Agreement; Prior Employment Agreement.

The terms of this Agreement, together with the Management Stockholders’ Agreement, the Option Plan, the Option Agreements and the Rollover Agreement, are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement, including, but not limited to, the Prior Employment Agreement and any plans and agreements referenced therein.  The parties further intend that this Agreement, and the aforementioned contemporaneous documents, shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.  Notwithstanding any of the foregoing to the contrary, in the event of a conflict between the terms of this Agreement and the Management Stockholders’ Agreement, the terms of this Agreement shall govern.  From and after the Effective Date, the Prior Employment Agreement shall be null and void and of no further force and effect.

17.Amendments; Waivers.

This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and the Chairman of the Compensation Committee.  By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.  No failure to exercise and no delay in exercising any right, remedy or power hereunder shall preclude any other or further exercise of any other right, remedy or power provided herein or by law or in equity.

18.No Inconsistent Actions.

The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement.  Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

19.Arbitration.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in New York, New York, in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Section 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond; and provided further, that the Executive shall be entitled to seek specific performance of his right to be paid until the Date of Termination during the pendency of any dispute or controversy arising

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under or in connection with this Agreement.  Each of the parties hereto shall bear its share of the fees and expenses of any arbitration hereunder.

20.Indemnification and Insurance; Legal Expenses.

(a)During the Term and so long as the Executive has not breached any of his obligations set forth in Sections 7 and 8, the Company shall indemnify the Executive to the fullest extent permitted by the laws of the State of Delaware, as in effect at the time of the subject act or omission, and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses) and he shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its subsidiaries or his serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement).  The Company covenants to maintain during the Term for the benefit of the Executive (in his capacity as an officer and director of the Company) Directors and Officers Insurance providing customary benefits to the Executive.

(b)The Company shall pay the Executive’s reasonable fees and costs incurred in connection with the preparation and negotiation of this Agreement, the Rollover Agreement and the Management Stockholders’ Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

			TRANSDIGM HOLDING COMPANY
			By:	/s/ Gregory Rufues
			Name:	Gregory Rufus
			Title:	Vice President and Chief Financial Officer
			EXECUTIVE
			/s/ W. Nicholas Howley
			W. Nicholas Howley
			Address:
			10494 LakeShore Blvd.
			Bratenahl, Ohio 44108
Accepted and agreed to for purposes of Section 3(b) and acknowledged as to all (without any liability):
Warburg Pincus Private Equity VIII, L.P.
By:	Warburg Pincus & Co.
	its general partner
	By:	/s/ David Barr
	Name:	David Barr
	Title:	Partner

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EX-10.5

EXHIBIT 10.5

TD HOLDING CORPORATION
2003 STOCK OPTION PLAN

Section 1.PURPOSE.

The Plan is intended as an incentive to improve the performance, encourage the continued employment and increase the proprietary interest of certain employees of the Company selected for participation in the Plan.  The Plan is designed to grant such employees the opportunity to share in the Company’s long-term success through stock ownership and to afford them the opportunity for additional compensation related to the value of Stock of the Company.  It is intended that certain options granted under this Plan may qualify as “incentive stock options” under Section 422 of the Code.

Section 2.DEFINITIONS.

(a)“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

(b)“Annual EBITDA” means, for any fiscal year, the Company’s Consolidated EBITDA (as such term is defined in the Company’s Credit Agreement, dated July 22, 2003, among the Company, TD Acquisition Corporation, certain lenders named therein and Credit Suisse First Boston) for such fiscal year.

(c)“Annual EBITDA Target” means:

(i)for fiscal year 2004 (ending September 30, 2004), $134.7 million;

(ii)for fiscal year 2005, $153.6 million;

(iii)for fiscal year 2006, $173.7 million;

(iv)for fiscal year 2007, $193.5 million; and

(v)for fiscal year 2008, $213.9 million.

(d)“Board” means the Board of Directors of the Company.

(e)“Change in Control” means a change in ownership or control of the Company effected through a transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal Stockholder or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company or a Principal Stockholder)

directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition..

(f)“Code” means the Internal Revenue Code of 1986, as amended.

(g)“Committee” means the Compensation Committee of the Board.

(h)“Company” means TD Holding Corporation, a Delaware corporation.

(i)“Cumulative EBITDA” means, for any fiscal year, the sum of the Annual EBITDA for each fiscal year prior to and including such fiscal year, commencing with fiscal year 2004.

(j)“Cumulative EBITDA Target” means $869.4 million.

(k)“Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

(l)“Disqualifying Disposition” means any disposition (including any sale) of Stock acquired by exercise of an Incentive Stock Option made within the period which is (a) two years after the date the Participant was granted the Incentive Stock Option or (b) one year after the date the Participant acquired Stock by exercising the Incentive Stock Option.

(m)“Effective Time” shall have the meaning ascribed to such term in the Merger Agreement.

(n)“Eligible Person” means any Employee.

(o)“Employee” means any person employed by the Company or an Affiliate.

(p)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q)“Expiration Date” means the date that an Option expires, after which the Option may no longer be exercised.

(r)“Fair Market Value” means (i) prior to an IPO, the fair market value per share of Stock, determined in accordance with Section 6.2 of the Management Stockholders’ Agreement, (ii) at the time of an IPO, the per share price to the public in such IPO, and (iii) after an IPO, on any date (A) if the Stock is listed on a national securities exchange, the mean between the highest and lowest sale prices reported as having occurred on the primary exchange with which the Stock is listed and traded on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported, or (B) if the Stock is not listed on any national securities exchange but is quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date then on the last preceding date on which such a sale was

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reported.  If, after an IPO, the Stock is not quoted on NASDAQ-NMS or listed on an exchange, or representative quotes are not otherwise available, the Fair Market Value shall mean the amount determined by the Board in good faith to be the fair market value per share of Stock, on a fully diluted basis.

(s)“Fund” means Warburg Pincus Private Equity VIII, L.P.

(t)“IPO” means an initial public offering of the Stock registered under the Securities Act pursuant to an effective registration statement.

(u)“IPO Date” means the effective date of the registration statement for the IPO.

(v)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(w)“Management Stockholders’ Agreement” means that certain Management Stockholders’ Agreement, dated July 22, 2003, by and among the Company and certain of the Company’s stockholders.

(x)“Merger Agreement” means the Agreement and Plan of Merger, dated as of June 6, 2003, between TD Acquisition Corporation, a Delaware corporation, and the Company.

(y)“New Management Options” means Options that are not Rollover Options.

(z)“Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(aa)“Option” means any Rollover Option or New Management Option granted pursuant to the Plan.

(bb)“Option Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant.

(cc)“Participant” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(dd)“Performance Vested Options” shall mean New Management Options to which the vesting schedule set forth in Section 8(b)(ii) hereof applies.

(ee)“Plan” means the TD Holding Corporation 2003 Stock Option Plan.

(ff)“Principal Stockholder” means Warburg Pincus Private Equity VIII, L.P. and any of its permitted assignees under the Management Stockholders’ Agreement.

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(gg)“Prior Options” means those options held by Participants prior to the closing of the transactions contemplated by the Merger Agreement that replaced by the Rollover Options.

(hh)“Rollover Options” means Options granted to a Participant to replace Prior Options.

(ii)“Securities Act” means the Securities Act of 1933, as amended.

(jj)“Stock” means the common stock of the Company, par value $.001 per share.

(kk)“Time Vested Options” shall mean New Management Options to which the vesting schedule set forth in Section 8(b)(i) hereof applies.

(ll)“Warburg Pincus” means Warburg Pincus & Co.

Section 3.ADMINISTRATION.

(a)General.  The Plan shall be administered by the Committee.

(b)Powers of the Committee.  Subject to the provisions of the Plan, the Committee shall have sole authority, in its absolute discretion:

(i)Subject to subsection (d) below, to determine from time to time which of the Eligible Persons shall be granted Options, when and how each Option shall be granted, what type or combination of types of Option shall be granted, the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to receive Stock pursuant to an Option, the number of shares of Stock with respect to which an Option shall be granted to each such person, and the Option exercise price;

(ii)To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration;

(iii)To amend the Plan or an Option as provided in Section 16; and

(iv)To exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(c)Committee Determinations.  All determinations, interpretations and constructions made by the Committee in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

(d)Chief Executive Officer Recommendation.  The number of Options granted under the Plan to any individual shall be based upon the recommendations of the Company’s Chief Executive Officer, and the Committee shall not unreasonably object to such recommendations.

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Section 4.STOCK SUBJECT TO THE PLAN.

(a)Share Reserve.

(i)Rollover Options.  Subject to Section 10 hereof relating to adjustments, the total number of shares of Stock which may be issued pursuant to the exercise of Rollover Options hereunder shall not exceed, in the aggregate, 25,870 shares of Stock.

(ii)New Management Options.  Subject to Section 10 hereof relating to adjustments, the total number of shares of Stock which may be issued pursuant to the exercise of New Management Options shall not exceed, in the aggregate, 35,340 shares of Stock.  Of the shares reserved for New Management Options, twenty percent (20%) shall be available for grant of Time Vested Options, and eighty percent (80%) shall be available for grant of Performance Vested Options.

(b)Source.  The Stock to be optioned under the Plan shall be shares of authorized but unissued Stock or previously issued shares of Stock reacquired by the Company on the open market, by private purchase or otherwise.

(c)Reversion of Shares.  If any Option shall for any reason expire, be forfeited or otherwise terminate, in whole or in part, the shares of Stock not acquired under such Option shall revert to and again become available for issuance under the Plan as a New Management Option.

Section 5.ELIGIBILITY.

Participation shall be limited to Eligible Persons who have received written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.  Except in the case of Incentive Stock Options, Options may be granted to Employees, Directors and Consultants.  Incentive Stock Options may be granted only to Employees.

Section 6.OPTIONS.

(a)General.  Options granted hereunder shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate.  All Options shall be separately designated Incentive Stock Options or Nonqualified Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Stock purchased on exercise of each type of Option; provided, however, that New Management Options shall be Nonqualified Stock Options.  The provisions of separate Options shall be set forth in an Option Agreement, which agreements need not be identical.

(b)Payment for Stock.  Payment for shares of Stock acquired pursuant to Options granted hereunder shall be made in full, upon exercise of the Options (i) in immediately available funds in United States dollars, by certified or bank cashier’s check, (ii) by surrender to the Company of shares of Stock which have either (A) have been held by the Participant for at least six-months, or (B) were acquired from a person other than the Company, (iii) by a combination of (i) and (ii), (iv) prior to an IPO, by delivery of a notice of “net exercise” to the

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Company, pursuant to which the Participant shall receive the number of shares of Stock underlying the Options so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Options divided by the Fair Market Value on the date of exercise, or (v) following an IPO, by any other means approved by the Committee.  Anything herein to the contrary notwithstanding, the Company shall not directly or indirectly extend or maintain credit, or arrange for the extension of credit, in the form of a personal loan to or for any director or executive officer of the Company through the Plan in violation of Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402 of SOX”), and to the extent that any form of payment would, in the opinion of the Company’s counsel, result in a violation of Section 402 of SOX, such form of payment shall not be available.

(c)Transferability of Options.  An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that subject to the consent of the Committee (such consent not to be unreasonably withheld), a Nonqualified Stock Option may be transferred for legitimate estate planning purposes to immediate family members and/or trusts or partnerships of which such family members are the sole beneficiaries.  The Committee may impose reasonable and customary conditions on any such transfers.

(d)Disqualifying Dispositions.  Each Participant who receives an Incentive Stock Option must agree to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option.

(e)Termination of Employment or Service.

(i)If prior to the Expiration Date, the Participant’s employment or service with the Company and its Affiliates terminates for any reason other than by reason of the Participant’s death or Disability, then (i) all vesting with respect to the Options shall cease, (ii) any unvested Options shall expire as of the date of such termination, and (iii) any vested Options shall remain exercisable until the earlier of the Expiration Date or the date that is one-hundred-eighty (180) days after the date of such termination of employment or service.

(ii)If prior to the Expiration Date, the Participant’s employment or service with the Company and its Affiliates terminates by reason of death or Disability, (i) all vesting with respect to the Options shall cease, (ii) any unvested Options shall expire as of the date of such termination, and (iii) any vested Options shall expire on the earlier of the Expiration Date or the date that is twelve (12) months after the date of such termination due to death or Disability of the Participant.  In the event of a Participant’s death, the Options shall remain exercisable by the person or persons to whom the Participant’s rights under the Options pass by will or the applicable laws of descent and distribution until its expiration, but only to the extent the Options were vested by the Participant at the time of such termination due to death or Disability.

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Section 7.ROLLOVER OPTIONS

Rollover Options shall be fully vested as of the date of grant and shall be Nonqualified Stock Options, irrespective of whether the Prior Options which they replace were Incentive Stock Options or Nonqualified Stock Options, except that a Rollover Option which replaces a Prior Option designated as an Incentive Stock Option and is designated as an Incentive Stock Option in a Participant’s Option Agreement shall retain such designation as an Incentive Stock Option and shall not be entitled to any benefit under the Plan not included in the Prior Option such option replaces.  Subject to Section 6(e) hereof and unless provided otherwise in a Participant’s Option Agreement, Rollover Options shall have an Expiration Date of the later to occur of (x) the expiration date of the related Prior Options, or (y) January 1, 2010.

Section 8.NEW MANAGEMENT OPTIONS

(a)General.

(i)Expiration Date.  Subject to Section 8(c) hereof in the case of Incentive Stock Options, no New Management Option granted hereunder shall have an Expiration Date beyond the tenth (10^th) anniversary of the date it was granted.

(ii)Exercise Price.  The exercise price per share of Stock for each New Management Option shall be the Fair Market Value of a share of Stock immediately following the Effective Time.

(b)Vesting.  New Management Options shall vest and become exercisable in such manner and on such date or dates set forth in subsections (i) and (ii) below; provided, however, that notwithstanding such vesting dates, the Committee may in its sole discretion accelerate the vesting of any Option, which acceleration shall not affect the terms and conditions of any such Option other than with respect to vesting.  Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant is employed or rendering services to the Company or its Affiliates and all vesting shall cease upon a Participant’s termination of employment or services for any reason.  If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.

(i)Time Vested Options.  Except as otherwise provided in a Participant’s Option Agreement, twenty percent (20%) of the Time Vested Options granted to a Participant shall vest and become exercisable on the date of grant, and an additional twenty percent (20%) shall vest and become exercisable on each of the first, second, third and fourth anniversaries of the date of grant.  All Time Vested Options shall become fully vested and exercisable upon a Change in Control.

(ii)Performance Vested Options.

(A)Vesting Based on Annual Performance.  For each fiscal year of the Company beginning with fiscal year 2004 and ending with fiscal year 2008, ten percent (10%) of the Performance Vested Options granted to a Participant shall be eligible to become vested and exercisable, provided that the

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Company has achieved an Annual EBITDA equal to, or in excess of, the Annual EBITDA Target for such fiscal year.  Such Performance Vested Options shall become vested and exercisable as of the date that the Committee verifies that such Annual EBITDA Target has been achieved.  For each such fiscal year, the Committee shall verify whether the Annual EBITDA Target has been achieved, and shall notify the Company’s Chief Executive Officer of its determination with respect thereto, within ten (10) business days after the Committee receives the Company’s audited financial statements for that fiscal year.  If the Company does not achieve the required Annual EBITDA Target for a fiscal year, but achieves the Annual EBITDA Target for the immediately following fiscal year, in addition to any Performance Vested Options that vest and become exercisable in accordance with the preceding sentence, the Performance Vested Options that were eligible for vesting in the immediately prior fiscal year shall also vest and become exercisable as of the date that the Committee verifies (in the manner specified above) that such Cumulative EBITDA Target has been achieved.

(B)Cumulative Target. Provided that the Cumulative EBITDA for fiscal year 2008 is equal to, or in excess of, the Cumulative EBITDA Target, fifty percent (50%) of the Performance Vested Options shall become vested and exercisable as of the date that the Committee verifies that such Cumulative EBITDA Target has been achieved.  If the Cumulative EBITDA for fiscal year 2008 is in excess of ninety (90%) of the Cumulative EBITDA Target but less than one hundred percent (100%) of the Cumulative EBITDA Target, for each whole percentage point between ninety percent (90%) and one hundred percent (100%), five (5%) of the Performance Vested Options shall become vested and exercisable as of the date that the Committee verifies that such percentage of Cumulative EBITDA Target has been achieved.  If the Cumulative EBITDA for fiscal year 2008 is less than ninety (90%) of the Cumulative EBITDA Target, no Performance Vested Options shall vest and become exercisable based upon achievement of Cumulative EBITDA Target.  The Committee shall verify whether the Cumulative EBITDA Target has been achieved, and shall notify the Company’s Chief Executive Officer of its determination with respect thereto, within ten (10) business days after the Committee receives the Company’s audited financial statements for fiscal year 2008.

(C)Change in Control.  In the event of a Change in Control, (1) if the annualized net rate of return to the Company’s shareholders (excluding any Participants) immediately following the Effective Time from the Effective Time until the date of consummation of such Change in Control (the “NRR”), equals, or is in excess of, twenty five percent (25%), all Performance Vested Options shall vest and become exercisable on the Change in Control; (2) if the NRR is twenty percent (20%), an additional number of Performance Vested Options shall vest and become exercisable such that, in the aggregate, seventy five percent (75%) of the Performance Vested Options shall be vested and exercisable on the Change in Control, and (3) in addition to the number of Performance Vested Options that shall vest in accordance with clause (2) above, for each additional one percent (1%) of NRR in excess of twenty percent (20%) to

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and including 24.9%, an additional number of Performance Vested Options shall vest and become exercisable such that, in the aggregate, an additional five percent (5%) of the Performance Vested Options shall be vested and exercisable on the Change in Control.  Any Performance Vested Options which have not vested prior to, or upon, a Change in Control, shall terminate.  For purposes of determining NRR, securities of the Company purchased by the Company’s shareholders at the Effective Time shall be valued at the face amount of such securities at such time.  In addition, and for the avoidance of doubt, NRR shall be determined before the dilutive effect of any management fees or carried interest paid to Warburg Pincus by the Fund.

(D)Expiration of Unvested Options.  Performance Vested Options which do not vest in accordance with the provisions of this Section 8(b)(ii) shall terminate.

(c)Special Provisions Applicable to Incentive Stock Options.

(i)Exercise Price of Incentive Stock Options.  Subject to the provisions of subsection (ii) hereof, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock subject to the Option on the date the Option is granted.

(ii)Ten Percent (10%)  Shareholders.  No Incentive Stock Option may be granted to an Employee who, at the time the option is granted, owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than 10 percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless such Option (A) has an exercise price of at least 110 percent (110%) of the Fair Market Value on the date of the grant of such Option; and (B) does not have an Expiration Date after the fifth (5^th) anniversary of the date it is granted.

(iii)$100,000 Limitation.  To the extent the aggregate Fair Market Value (determined as of the date of grant) of Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive Stock Options shall be treated as Nonqualified Stock Options.

Section 9.MANAGEMENT STOCKHOLDERS’ AGREEMENT.

As a condition of the grant of an Option, if a Participant has not previously executed a copy of the Management Stockholders’ Agreement, the Company may require a Participant to execute a copy of the Management Stockholders’ Agreement and to be bound by the terms and conditions contained therein.

Section 10.ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.

(a)Capitalization Adjustments.  The aggregate number of shares of Stock which may be granted or purchased pursuant to Options granted hereunder, the number of shares of Stock covered by each outstanding Option, and the price per share thereof in each such Option

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may be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Options or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Option, (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan, or (iii) for any other reason which the Committee, in its sole discretion, determines otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.  Any adjustment shall be conclusively determined by the Committee; provided, in each case, the fair value of the Option immediately following any such adjustment shall be equal to the fair value of the Option immediately prior to such adjustment.

(b)Corporate Events.  Notwithstanding subsection (a) above, in the event of (i) a merger or consolidation such that after such merger or consolidation the Company is not the surviving entity or the ultimate parent of the surviving entity, (ii) the sale of all or substantially all of the assets of the Company, or (iii) the reorganization or liquidation of the Company (a “Corporate Event”), the Company shall require the successor entity or parent thereof to assume all outstanding Options; provided, however, the Committee may, in its discretion and in lieu of requiring such assumption, provide that all outstanding Options shall terminate as of the consummation of such Corporate Event, and (x) accelerate the exercisability of, or cause all vesting restrictions to lapse on, all outstanding Time Vested Options to a date at least ten days prior to the date of such Corporate Event and/or (y) provide that holders of vested Options will receive a cash payment in respect of cancellation of their Options based on the amount (if any) by which the per share consideration being paid for the Stock in connection with such Corporate Event exceeds the applicable exercise price.  If a Corporate Event occurs which does not constitute a Change in Control, the Committee shall take such actions with respect to unvested Performance Vested Options as it considers reasonable and equitable under the circumstances, and to the extent practicable will require the successor entity or parent thereof to assume such options and adjust the vesting schedule thereon in a manner that is designed to ensure treatment thereof that is consistent with Section 8(b)(ii)(A) and (B).

(c)Assumption.  For purposes of Section 10(b) above, an Option shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Event, each holder of an Option would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Option at such time; provided, that if such consideration received in the transaction is not solely equity securities of the successor entity and the successor entity’s equity securities are listed on a national securities exchange or quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System, the Committee may, with the consent of the successor entity, provide for the consideration to be received upon exercise of the Option to be solely such equity

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securities of the successor entity equal to the Fair Market Value of the per share consideration received by holders of Stock in the Corporate Event.

(d)Fractional Shares.  Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to an option.

(e)Dividend Equivalent.  In the event of a dividend paid in connection with a recapitalization or similar corporate event, holders of vested Options shall be entitled to receive a dividend equivalent payment equal to the amount such holder would otherwise have been entitled to receive had the Option been fully exercised immediately prior to such transaction.  In no event shall the dividend equivalent be tied to or otherwise dependent upon the exercise of the Option.

Section 11.USE OF PROCEEDS.

The proceeds received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.

Section 12.RIGHTS AND PRIVILEGES AS A STOCKHOLDER.

Except as otherwise specifically provided in the Plan, no person shall be entitled to the rights and privileges of stock ownership in respect of shares of Stock which are subject to Options hereunder until the related Options have been exercised.

Section 13.EMPLOYMENT OR SERVICE RIGHTS.

No individual shall have any claim or right to be granted an Option under the Plan or, having been selected for the grant of an Option, to be selected for a grant of any other Option.  Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in the employ or service of the Company or an Affiliate.

Section 14.COMPLIANCE WITH LAWS.

The obligation of the Company to make payment of Options in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.  Notwithstanding any terms or conditions of any Option to the contrary, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Option unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with.  The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock issued upon exercise of Options unless the Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and such registration is necessary in order to permit issuance of the Stock upon exercise in accordance with the Plan.  If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from

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registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

Section 15.WITHHOLDING OBLIGATIONS.

The Company is authorized to withhold from any Option granted, any payment relating to an Option under the Plan, including from a distribution of shares of Stock, or any payroll or other payment to a Participant, amounts of withholding and other taxes required to be withheld by applicable law in connection with any transaction involving an Option, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Option. This authority shall include authority to withhold or receive shares of Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations.  In addition to the Company’s right to withhold from any compensation paid to the Participant by the Company, a Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Stock under an Option by tendering a cash payment or, in the sole discretion of the Committee, by any of the following means or by a combination of such means:  (i) authorizing the Company to withhold shares of Stock from the shares of Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Stock under the Option, provided, however, that no shares of Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (ii) delivering to the Company owned and unencumbered shares of Stock that either (A) have been held by the Participant for at least six-months, or (B) were acquired from a person other than the Company.  For purposes of this Section 15, the term “Company” shall be deemed to mean any Affiliate that may have a tax withholding obligation due to its relationship with a Participant.

Section 16.AMENDMENT OF THE PLAN OR OPTIONS.

(a)Amendment of Plan.  The Board at any time, and from time to time, may amend the Plan; provided, however, that without further stockholder approval the Board shall not make any amendment to the Plan which would increase the maximum number of shares of Stock which may be issued pursuant to Options under the Plan, except as contemplated by Section 10 hereof.

(b)No Impairment of Rights.  Rights under any Option granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

(c)Amendment of Stock Options.  The Committee, at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the rights under any Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

Section 17.TERMINATION OR SUSPENSION OF THE PLAN.

The Board may suspend or terminate the Plan at any time.  Unless sooner terminated, the Plan shall terminate on the day before the tenth (10^th) anniversary of the date the

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Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier.  No Options may be granted under the Plan while the Plan is suspended or after it is terminated.  Rights under any Option granted before suspension or termination of the Plan shall not be impaired by such suspension or termination of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

Section 18.EFFECTIVE DATE OF THE PLAN.

The Plan shall be effective immediately following the Effective Time.

Section 19.MISCELLANEOUS.

(a)No Liability of Committee Members.  No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(b)Payments Following Accidents or Illness.  If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment.  Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(c)Governing Law.  The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

(d)Funding.  No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes.  Participants shall have no rights under the Plan other than as unsecured general creditors of the

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Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(e)Reliance on Reports.  Each member of the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than himself.

(f)Titles and Headings.  The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control.

*     *     *

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EX-10.6

EXHIBIT 10.6

AMENDMENT NO. 1
TO THE
TD HOLDING CORPORATION
2003 STOCK OPTION PLAN

WHEREAS, TD Holding Corporation (the “Company”) currently maintains and sponsors the TD Holding Corporation 2003 Stock Option Plan (the “Plan”); and

WHEREAS, the Board of Directors of the Company (the “Board”) wishes to amend the Plan in accordance with the provisions of Section 16.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.By replacing Section 2(n) of the Plan with the following language:

(n)“Eligible Person” means any Employee, or in the discretion of the Committee, in the case of Rollover Options that are Nonqualified Stock Options, any entity that held Prior Options.

2.This Amendment No. 1 shall be effective as of the Effective Time (as defined in the Plan).

3.Except as modified by this Amendment No. 1, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 15^th day of August, 2003, on behalf of the Board.

By:	/s/ Kevin Kruse
	Name:  Kevin Kruse
	Title: Vice President

EX-10.7

EXHIBIT 10.7

TD HOLDING CORPORATION
2003 ROLLOVER DEFERRED COMPENSATION
AND PHANTOM STOCK UNIT PLAN

ARTICLE I

Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Board” means the Board of Directors of the Company.

(b)“Carrying Value” means, with respect to any Deferred Compensation Account, an amount equal to the Initial Amount plus interest accruing at two percent (2%) per year, compounded annually.

(c)“Cause” shall have the meaning ascribed to such term in the Management Stockholders’ Agreement.

(d)“Committee” means the Compensation Committee of the Board.

(e)“Company” means TD Holding Corporation, a Delaware corporation.

(f)“Conversion Date” means the date upon which any Debt is converted into Stock.

(g)“Debt” means the Senior Unsecured Promissory Notes due 2008 issued by the Company at the Effective Time.

(h)“Debt Interest Rate” means the rate of interest applicable to the Debt.  In the event that the Debt is refinanced or the interest rate on the Debt is amended, the Debt Interest Rate shall be appropriately adjusted.

(i)“Deferred Compensation Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.

(j)“Effective Time” shall have the meaning ascribed to such term in the Merger Agreement.

(k)“Fair Market Value” shall have the meaning ascribed to such term in the Incentive Plan.

(l)“Good Reason” shall have the meaning ascribed to such term in the Management Stockholders’ Agreement.

(m)“Initial Amount” means, for each Participant, the initial amount being credited to such Participant’s Deferred Compensation Account immediately following the Effective Time.  Schedule A, attached hereto, sets forth the Initial Amount for each Participant.

(n)“Incentive Plan” means the TD Holding Corporation 2003 Stock Option Plan.

(o)“IPO” means an initial public offering of the Stock registered under the Securities Act pursuant to an effective registration statement.

(p)“Management Stockholders’ Agreement” means that certain Management Stockholders’ Agreement, dated July 22, 2003, by and among the Company and certain of the Company’s stockholders.

(q)“Merger Agreement” means the Agreement and Plan of Merger, dated as of June 6, 2003, between TD Acquisition Corporation, a Delaware corporation, and the Company.

(r)“Participant” means a person to whom a Rollover Option is granted pursuant to the Incentive Plan.

(s)“Phantom Stock Unit” means the right to receive one share of Stock on a date determined in accordance with Article IV below.

(t)“Plan” means the TD Holding Corporation 2003 Rollover Deferred Compensation and Phantom Stock Unit Plan.

(u)“Rollover Option” shall have the meaning ascribed to such term in the Incentive Plan.

(v)“Sale Transaction” means any sale of the Stock or substantially all of the assets of the Company, or any merger, consolidation or similar transaction including the Company, provided that, following such transaction, the stockholders of the Company immediately after the Effective Time do not directly or indirectly own securities representing 50% or more of the aggregate voting power of all securities entitled to vote generally in the election of directors of the Company, its resulting successor entity or the ultimate parent entity of such successor entity.

(w)“Securities Act” means the Securities Act of 1933, as amended.

(x)“Stock” means the common stock of the Company, par value $0.01 per share.

(y)“Vested Equity” shall have the meaning ascribed to such term in the Management Stockholders’ Agreement.

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ARTICLE II

Deferred Compensation Account

(a)Immediately following the Effective Time, the Company shall credit to each Participant’s Deferred Compensation Account an amount equal to such Participant’s Initial Amount.  For so long as the Debt remains outstanding, each Participant’s Deferred Compensation Account shall be credited with interest at the Debt Interest Rate in the same manner the interest is accrued with respect to the Debt.

(b)Upon the date of the retirement of all or a portion of the Debt, whether in connection with an IPO, a Sale Transaction, a recapitalization of the Company or any other event, the Company shall pay to each Participant a percentage of the amount credited to such Participant’s Deferred Compensation Account equal to the percentage of the Debt so retired, and the amount credited to such Participant’s Deferred Compensation Account shall be reduced by such amount paid.  The balance of the amount credited to a Participant’s Deferred Compensation Account after such reduction shall thereafter continue to be credited with interest in accordance with subsection (a) above.

(c)In the event that a Participant’s employment is terminated prior to the Conversion Date by the Company for Cause or by the Participant without Good Reason, in lieu of paying to such Participant the value of his or her Deferred Compensation Account, the Company may at any time during the period commencing on the date of such termination and ending on an IPO, elect to pay such Participant an amount equal to the Carrying Value (calculated to the time of payment), and, upon such payment, the Participant shall have no further right or interest under the Plan.  For so long as the Company does not elect to pay such Participant the Carrying Value, the Participant’s Deferred Compensation Account shall continue to be treated in accordance with the terms of this Article II, unless and until converted into Phantom Stock Units in accordance with Article III, as if his employment had not so terminated.

(d)Upon any other termination of a Participant’s employment prior to the Conversion Date, such Participant shall be paid the amount credited to the Participant’s Deferred Compensation Account as of the date of such termination.

(e)Any provision of the Plan notwithstanding, to the extent that the Company would otherwise not be permitted or obligated to purchase a Participant’s Vested Equity under any provision of the Management Stockholders’ Agreement at the time of such Participant’s termination of employment (whether pursuant to a “put” or “call” right), such Participant shall not be paid the amount credited to his or her Deferred Compensation Account to such extent, and the portion of the Deferred Compensation Account not paid shall remain outstanding, shall continue to be credited Interest at the Debt Interest Rate and shall be paid at such later date that the Company is permitted or obligated to purchase such Participant’s Vested Equity in accordance with the Management Stockholders’ Agreement.

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ARTICLE III

Conversion of Deferred Compensation Account to Phantom Stock Units

(a)On the Conversion Date, to the extent not otherwise paid or due to be paid pursuant to subsection (b), (c) or (d) of Article II above, a Participant’s Deferred Compensation Account shall be converted into Phantom Stock Units.

(b)The number of Phantom Stock Units into which a Participant’s Deferred Compensation Account converts shall be equal to the amount credited to such Participant’s Deferred Compensation Account on the Conversion Date divided by the Fair Market Value of the Stock; provided, however, that if the Debt converts into Stock based upon a price other than the Fair Market Value, the determination of the number of Phantom Stock Units credited to a Participant upon conversion shall be based on such other price.  The conversion of the Deferred Compensation Account into Phantom Stock Units shall otherwise be subject to the same terms and conditions applicable to the conversion of the Debt into Stock.

(c)In the event that less than all of the Debt converts into Stock, a Participant’s Deferred Compensation Account shall convert into Phantom Stock Units in the same proportion as the proportion of the Debt so converted.  In such event, any portion of the Deferred Compensation Account not converted to Phantom Stock Units shall remain subject to the terms of Article II above, unless and until converted into Phantom Stock Units at a future date in accordance with this Article III.

ARTICLE IV

Phantom Stock Units

(a)Shares of Stock acquired upon settlement of Phantom Stock Units prior to an IPO shall be subject to the terms and conditions of the Management Stockholders’ Agreement.

(b)Phantom Stock Units shall be settled in Stock in accordance with the following provisions:

(i)Termination of Employment.  Phantom Stock Units shall be settled as soon as practicable following the termination of a Participant’s employment for any reason; provided, however, that, if under any provision of the Management Stockholders’ Agreement the Company is not permitted or obligated to purchase Vested Equity at the time of such Participant’s termination of employment prior to an IPO (whether pursuant to a “put” or “call” right), such Participant’s Phantom Stock Units shall not be settled, and such Phantom Stock Units shall remain outstanding until the earlier of (x) such time that the Company is permitted or obligated to purchase such Vested Equity in accordance with the Management Stockholders’ Agreement, (y) the applicable time referred to in Subsection (b)(ii) of this Article IV and (z) the applicable time referred to in Subsection (b)(iii) of this Article IV.

(ii)IPO.  In the event of an IPO, Phantom Stock Units shall be settled upon expiration of any applicable management lock-up period applicable to Participants.

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(iii)Sale of the Company.  Upon the consummation of a Sale Transaction, the Phantom Stock Units shall be settled as follows:

(1)Cash Transaction.  If the consideration paid to the Company’s stockholders in a Sale Transaction is cash, in lieu of settlement of the Phantom Stock Units in Stock, the Phantom Stock Units shall be settled in cash at the same time and at the same price paid for the Stock pursuant to the terms of such transaction.

(2)Public Stock Transaction.  If the Sale Transaction is a stock merger where the Stock is exchanged for publicly-traded stock of the acquiror, the Phantom Stock Units shall roll over into phantom stock units for common stock of the acquiror, and shall be settled in stock of the acquiror at such time as Participants are first permitted to sell stock of the acquiror in the public market.

(3)Private Stock Transaction.  If the Sale Transaction is a stock merger where the Stock is exchanged for stock of an acquiror which is not publicly-traded, the Phantom Stock Units shall rollover into phantom stock units for common stock of the acquiror, based on the same exchange ratio applicable to the underlying Stock pursuant to the terms of such transaction, and the Phantom Stock Units shall remain outstanding and shall otherwise remain subject to the provisions of this Article IV.

(4)Hybrid Transaction.  If a Sale Transaction that is described in clauses (2) or (3) above also results in consideration being paid to the Company’s stockholders in cash, a pro rata portion of the Phantom Stock Units shall be settled in the manner described in clause (1) above, based on the ratio of cash-to-stock that the Company’s stockholders receive pursuant to the terms of the Sale Transaction, and the balance of the Phantom Stock Units shall be treated in accordance with the provisions of clause (2) or (3) above, whichever is applicable.

(c)In the event of any recapitalization of the Company, a Participant shall be paid an amount equal to the dividends or other distributions paid by the Company with respect to one share of Stock for each outstanding vested Phantom Stock Unit then credited to such Participant at the time such dividends are actually paid to Company’s stockholders.

(d)The number of Phantom Stock Units awarded to a Participant may be equitably adjusted or modified at the discretion of the Committee in the event that there is (i) a stock split, reverse stock split, stock dividend, recapitalization, reclassification, additional issuance or other similar capital adjustment of the Company’s shares effected without the receipt of consideration, (ii) a merger, consolidation, spin-off, split-up, or other similar corporate transaction with respect to the Company, or (iii) any other event for which the Committee, in its sole discretion, determines that such adjustment or modification is appropriate and equitable to prevent inappropriate penalties or windfalls with respect to the terms of the Plan or its applicability to any Participant.

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(e)No person shall be entitled to the privileges of stock ownership in respect of shares of Stock that are subject to Phantom Stock Units hereunder until such shares shall have been issued to such person.

(f)The obligation of the Company to settle Phantom Stock Units in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.  Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to Phantom Stock Units unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with.  The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock issued upon settlement of Phantom Stock Units unless the Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and such registration is necessary in order to permit settlement of Phantom Stock Units in accordance with this Article IV.  If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

ARTICLE V

General Provisions.

(a)The establishment of the Plan shall not be deemed to confer upon any person any legal right to be employed by, or to be retained in the employ of, the Company, or to give to any Participant or any person any right to receive any payment whatsoever, except as provided under this Plan.  All Participants shall remain subject to termination to the same extent as if this Plan never had been adopted.

(b)The payment of the Deferred Compensation Account shall be subject to withholding for the payment of any Federal, state, local or foreign taxes required to be paid by the Company on account of such payments.  In addition, each Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be paid by the Company with respect to the settlement of any Phantom Stock Unit.  If so determined by the Committee in its sole discretion, satisfaction of the withholding tax obligation may be accomplished by withholding from the shares of Stock otherwise payable one or more of such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

(c)The Plan is intended to constitute an unfunded obligation of the Company.  All amounts to be paid pursuant to the Plan shall be paid by the Company from its general assets and a Participant (or his heir, devisee or designated beneficiary) shall have only the rights of a

6

general, unsecured creditor against the Company for any amounts payable under the Plan.  Neither the establishment of the Plan nor any other action taken in connection with the Plan shall be deemed to create an escrow or trust fund of any kind.

(d)To the maximum extent permitted by law, a Participant’s rights or benefits under this Plan shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void; provided, however, that in the event of a Participant’s death, any such benefit not forfeited upon death shall pass to such Participant’s beneficiaries or estate in accordance with the laws of descent and distribution.  Except as prohibited by law, payments or benefits payable to or with respect to a Participant pursuant to this Plan may be reduced by amounts the Participant may owe to the Company, including, without limitation, any amounts owed on account of loans, travel or standing advances, and personal charges on credit cards issued through the Company.

(e)In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the assets of the Company to expressly assume the Plan and agree to perform the obligations hereunder in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

(f)The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

(g)If the Committee determines that any portion of the notional value of a Participant’s Deferred Compensation Account is taxable to such Participant prior to the time such Participant would otherwise be paid under the Plan, the Company shall either (i) cause to be paid to such Participant an amount equal to the amount necessary for such Participant to meet the related tax obligation, in which event the notional value of such Participant’s Deferred Compensation Account shall be reduced by the amount so paid, or (ii) make such other arrangements with such Participant regarding payment of such tax obligation, and to the extent any amounts are paid to such Participant pursuant to such arrangements, such Participant’s Deferred Compensation Account shall be reduced by the amount so paid.

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EX-10.8

EXHIBIT 10.8

TD HOLDING CORPORATION
2003 MANAGEMENT DEFERRED COMPENSATION
AND PHANTOM STOCK UNIT PLAN

ARTICLE I

Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Adjustment Factor” means, as of any DCA Determination Date, a number equal to [(1/(1-X))-1], where X equals a fraction, the numerator of which equals the sum of (i) the total number of shares of Stock available for issuance in respect of outstanding New Management Options granted prior to such DCA Determination Date (as adjusted pursuant to Section 10 of the Incentive Plan), (ii) the total number of shares of Stock issued in respect of the exercise of New Management Options (irrespective of whether any such shares are then outstanding), and (iii) the number of shares of Stock withheld by the Company in connection with the exercise of New Management Options, whether to pay exercise price or withholding tax (the sum of the shares described in (i), (ii) and (iii) being referred as herein as the “New Management Option Pool”), and the denominator of which equals the sum of (x) the total number of shares of Stock outstanding on such DCA Determination Date, (y) the number of shares of Stock reserved for issuance under the Incentive Plan (whether or not granted), which, as of the Effective Time is 35,340 shares of Stock, and (z) any Stock issued upon conversion or exercise of any other option, warrant or any convertible or exchangeable securities.

(b)“Aggregate Pool” means, as of a DCA Determination Date, an amount equal to the Adjustment Factor multiplied by the sum of the interest accrued on the Debt and the notional interest credited to participants under the Rollover Plan as of such DCA Determination Date, determined without regard to (i) interest accrued on any portion of the Debt which was retired prior to such DCA Determination Date, and (ii) notional interest credited to Participants under the Rollover Plan which was paid to such Participants in connection with the retirement of a portion of the Debt prior to such DCA Determination Date.

(c)“Board” means the Board of Directors of the Company.

(d)“Carrying Value” means, with respect to any Deferred Compensation Account, an amount equal to X multiplied by Y, where X equals a fraction, the numerator of which equals two percent (2%), and the denominator of which equals the Debt Interest Rate, and Y equals the notional value of such Deferred Compensation Account.

(e)“Cause” shall have the meaning ascribed to such term in the Stockholders’ Agreement.

(f)“Committee” means the Compensation Committee of the Board.

(g)“Company” means TD Holding Corporation, a Delaware corporation.

(h)“Conversion Date” means the date upon which any Debt is converted into Stock.

(i)“DCA Determination Date” means, as to any Participant, (i) the earlier to occur of (A) the Conversion Date, and (B) the date upon which such Participant’s employment with the Company is terminated for any reason, and (ii) any date prior to the Conversion Date upon which all or a portion of the Debt is retired.

(j)“Debt” means the Senior Unsecured Promissory Notes due 2008 issued by the Company at the Effective Time.

(k)“Debt Interest Rate” means the rate of interest applicable to the Debt.  In the event that the Debt is refinanced or the interest rate on the Debt is amended, the Debt Interest Rate shall be appropriately adjusted.

(l)“Deferred Compensation Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.

(m)“Effective Time” shall have the meaning ascribed to such term in the Merger Agreement.

(n)“Enterprise Value” means, as of any date, the aggregate principal amount of the Debt, the Company’s outstanding equity, and the management rollover contribution, as evidenced by Rollover Options and amounts credited to management under the Rollover Plan, but shall be determined without regard to (i) the retirement of all or any portion of the Debt, and (ii) any additional issuance of debt or equity to investors after the Effective Time.

(o)“Fair Market Value” shall have the meaning ascribed to such term in the Incentive Plan.

(p)“Good Reason” shall have the meaning ascribed to such term in the Management Stockholders’ Agreement.

(q)“Incentive Plan” means the TD Holding Corporation 2003 Stock Option Plan.

(r)“Initial Enterprise Value” means $534.9 million.

(s)“IPO” means an initial public offering of the Stock registered under the Securities Act pursuant to an effective registration statement.

(t)“Management Stockholders’ Agreement” means that certain Management Stockholders’ Agreement, dated July 22, 2003, by and among the Company and certain of the Company’s Management stockholders.

(u)“Merger Agreement” means the Agreement and Plan of Merger, dated as of June 6, 2003, between TD Acquisition Corporation, a Delaware corporation, and the Company.

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(v)“New Management Option” shall have the meaning ascribed to such term in the Incentive Plan.

(w)“Option Percentage” means, for each Participant, a fraction, the numerator of which is equal to the number of shares of Stock subject to New Management Options granted to such Participant under the Incentive Plan, and the denominator of which is equal to the number of shares of Stock in the New Management Option Pool.

(x)“Participant” means a person to whom a New Management Option is granted pursuant to the Incentive Plan.

(y)“Phantom Stock Unit” means the right to receive one share of Stock on a date determined in accordance with Article IV below.

(z)“Plan” means the TD Holding Corporation 2003 Management Deferred Compensation and Phantom Stock Unit Plan.

(aa)“Rollover Plan” means the TD Holding Corporation 2003 Rollover Deferred Compensation and Phantom Stock Unit Plan.

(bb)“Sale Transaction” means any sale of the Stock or substantially all of the assets of the Company, or any merger, consolidation or similar transaction including the Company, provided that, following such transaction, the stockholders of the Company immediately after the Effective Time do not directly or indirectly own securities representing 50% or more of the aggregate voting power of all securities entitled to vote generally in the election of directors of the Company, its resulting successor entity or the ultimate parent entity of such successor entity.

(cc)“Securities Act” means the Securities Act of 1933, as amended.

(dd)“Stock” means the common stock of the Company, par value $0.01 per share.

(ee)“Vested Equity” shall have the meaning ascribed to such term in the Management Stockholders’ Agreement.

(ff)“Vested Intrinsic Value” means, with respect to any Participant and as of any date, (x) the number of vested New Management Options multiplied by (y) the difference between the Fair Market Value of a share of Stock as of such date and the exercise price for such New Management Options as of such date.

(gg)“Vested Notional Value” means, with respect to any Participant and as of any date, the notional value of the vested percentage of such Participant’s Deferred Compensation Account, or Phantom Stock Units, as the case may be.

(hh)“Vested Option Percentage” means, for each Participant and at any particular date, the percentage of New Management Options granted to such Participant that have

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vested in accordance with the terms of the Incentive Plan as of such date, and that have not previously expired in accordance with the terms of the Incentive Plan as of such date.

ARTICLE II

Deferred Compensation Account

(a)On any DCA Determination Date, a Participant’s Deferred Compensation Account shall (i) have a notional value equal to the Aggregate Pool multiplied by such Participant’s Option Percentage, and (ii) be vested as to the same percentage as such Participant’s Vested Option Percentage.  To the extent that any percentage of a Participant’s New Management Options expire in accordance with the terms of the Incentive Plan, an equivalent percentage of such Participant’s Deferred Compensation Account shall be forfeited, and a Participant shall have no further right or interest with respect to such forfeited portion under the Plan.

(b)Upon the date of the retirement of all or a portion of the Debt, whether in connection with an IPO, a Sale Transaction, a recapitalization of the Company or any other event, the Company shall pay to each Participant a percentage of the notional value of the vested portion of such Participant’s Deferred Compensation Account equal to the percentage of the Debt so retired.  Such percentage of the notional value of the unvested portion of such Participant’s Deferred Compensation Account shall be paid as and when such unvested portion vests.

(c)In the event that a Participant’s employment is terminated prior to the Conversion Date by the Company for Cause or by the Participant without Good Reason, in lieu of paying to such Participant the Vested Notional Value of his or her Deferred Compensation Account, the Company may at any time during the period commencing on the date of such termination and ending on an IPO, elect to pay such Participant an amount equal to the Carrying Value (calculated to the payment date), and, upon such payment, the Participant shall have no further right or interest under the Plan.  For so long as the Company does not elect to pay such Participant the Carrying Value, the vested portion of such Participant’s Deferred Compensation Account shall continue to be treated in accordance with the terms of this Article II, unless and until converted into Phantom Stock Units in accordance with Article III, as if his employment had not so terminated.

(d)Upon any other termination of a Participant’s employment prior to the Conversion Date, such Participant shall be paid the Vested Notional Value of his or her Deferred Compensation Account as of the date of such termination.

(e)Upon any Participant’s termination of employment for any reason, the unvested portion of such Participant’s Deferred Compensation Account shall be forfeited and the Participant shall have no further right or interest with respect to such unvested portion under the Plan.

(f)Any provision of the Plan notwithstanding, to the extent that the Company would otherwise not be permitted or obligated to purchase a Participant’s Vested Equity under

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any provision of the Management Stockholders’ Agreement at the time of such Participant’s termination of employment (whether pursuant to a “put” or “call” right), such Participant shall not be paid the Vested Notional Value of such Participant’s Deferred Compensation Account to such extent, and the portion of the Vested Notional Value of such Deferred Compensation Account not paid shall remain outstanding and continue to be subject to the terms of this Article II as if such portion had not otherwise been payable and shall be paid at such later date that the Company is permitted or obligated to purchase such Participant’s Vested Equity in accordance with the Management Stockholders’ Agreement or, if the Management Stockholders’ Agreement is terminated, is otherwise permitted to make such payments.

ARTICLE III

Conversion of Deferred Compensation Account to Phantom Stock Units

(a)On the Conversion Date, to the extent not otherwise paid or due to be paid pursuant to subsection (b), (c) or (d) of Article II above, a Participant’s Deferred Compensation Account shall be converted into Phantom Stock Units.

(b)The number of Phantom Stock Units into which a Participant’s Deferred Compensation Account converts shall be equal to X divided by Y, where X equals the notional value of such Participant’s Deferred Compensation Account, as determined in accordance with subsection (a) of Article II above, and Y equals the Fair Market Value of the Stock; provided, however, that if the Debt converts into Stock based upon a price other than the Fair Market Value, the determination of the number of Phantom Stock Units credited to a Participant upon conversion shall be based on such other price.  The conversion of the Deferred Compensation Account into Phantom Stock Units shall otherwise be subject to the same terms and conditions applicable to the conversion of the Debt into Stock.

(c)In the event that less than all of the Debt converts into Stock, a Participant’s Deferred Compensation Account shall convert into Phantom Stock Units in the same proportion as the proportion of the Debt so converted.  In such event, any portion of the Deferred Compensation Account not converted to Phantom Stock Units shall remain subject to the terms of Article II above, unless and until converted into Phantom Stock Units at a future date in accordance with this Article III; provided, however, that the notional value of such Deferred Compensation Account on any future DCA Determination Date shall be reduced by the notional value of the Deferred Compensation Account so converted to Phantom Stock Units.

(d)Phantom Stock Units shall be subject to vesting at the same time and in the same manner as the Deferred Compensation Account, such that the vested portion of the Deferred Compensation Account shall convert into vested Phantom Stock Units, and the unvested portion of the Deferred Compensation Account shall convert into unvested Phantom Stock Units.

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ARTICLE IV

Phantom Stock Units

(a)To the extent that any percentage of a Participant’s New Management Options expire in accordance with the terms of the Incentive Plan, an equivalent percentage of Phantom Stock Units shall be forfeited, and a Participant shall have no further right or interest with respect to such forfeited portion under the Plan.

(b)Shares of Stock acquired upon settlement of Phantom Stock Units prior to an IPO shall be subject to the terms and conditions of the Management Stockholders’ Agreement.

(c)Phantom Stock Units shall be settled in Stock in accordance with the following provisions:

(i)Termination of Employment.  Vested Phantom Stock Units shall be settled as soon as practicable following the termination of a Participant’s employment for any reason; provided, however, that, if under any provision of the Stockholders’ Agreement the Company is not permitted or obligated to purchase Vested Equity at the time of such Participant’s termination of employment prior to an IPO (whether pursuant to a “put” or “call” right), such Participant’s Phantom Stock Units shall not be settled, and such Phantom Stock Units shall remain outstanding until the earlier of (x) such time that that the Company is permitted or obligated to purchase such Vested Equity in accordance with the Stockholders’ Agreement, (y) the applicable time referenced to in Subsection (b)(ii) of this Article IV, and (z) the applicable time referenced to in Subsection (b)(iii) of this Article IV.  Unvested Phantom Stock Units shall be forfeited upon such termination and such Participant shall have no further right or interest with respect to such Phantom Stock Units.

(ii)IPO.  In the event of an IPO, Phantom Stock Units shall be settled upon expiration of any applicable management lock-up period applicable to Participants; provided, however, unvested Phantom Stock Units shall be settled only as and when such Phantom Stock Units vest.

(iii)Sale of the Company.  Upon the consummation of a Sale Transaction, the Phantom Stock Units shall be settled as follows:

(1)Cash Transaction.  If the consideration paid to the Company’s stockholders in a Sale Transaction is cash, in lieu of settlement of vested Phantom Stock Units in Stock, vested Phantom Stock Units shall be settled in cash at the same time and at the same price paid for the Stock pursuant to the terms of such transaction.  Unvested Phantom Stock Units will be treated in a manner consistent with the treatment of unvested New Management Options in such transaction.

(2)Public Stock Transaction.  If the Sale Transaction is a stock merger where the Stock is exchanged for publicly-traded stock of the acquiror, vested and unvested Phantom Stock Units shall be converted into vested and unvested phantom stock units for common stock of the acquiror and, to the extent vested, shall be settled in

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stock of the acquiror at such time as Participants are first permitted to sell stock of the acquiror in the public market.  Converted phantom stock units which are not vested at such time shall be settled as and when they vest.

(3)Private Stock Transaction.  If the Sale Transaction is a stock merger where the Stock is exchanged for stock of an acquiror which is not publicly-traded, vested and unvested Phantom Stock Units shall rollover into vested and unvested phantom stock units for common stock of the acquiror, based on the same exchange ratio applicable to the underlying Stock pursuant to the terms of such transaction, and such Phantom Stock Units shall remain outstanding and shall otherwise remain subject to the provisions of this Plan.

(4)Hybrid Transaction.  If a Sale Transaction that is described in clauses (2) or (3) above also results in consideration being paid to the Company’s stockholders in cash, a pro rata portion of the Phantom Stock Units shall be settled in the manner described in clause (1) above, based on the ratio of cash-to-stock that the Company’s stockholders receive pursuant to the terms of the Sale Transaction, and the balance of the Phantom Stock Units shall be treated in accordance with the provisions of clause (2) or (3) above, whichever is applicable.

(d)In the event of any recapitalization of the Company, a Participant shall be paid an amount equal to the dividends or other distributions paid by the Company with respect to one share of Stock for each outstanding vested Phantom Stock Unit then credited to such Participant at the time such dividends are actually paid to Company’s stockholders.

(e)The number of Phantom Stock Units awarded to a Participant may be equitably adjusted or modified at the discretion of the Committee in the event that there is (i) a stock split, reverse stock split, stock dividend, recapitalization, reclassification, additional issuance or other similar capital adjustment of the Company’s shares effected without the receipt of consideration, (ii) a merger, consolidation, spin-off, split-up, or other similar corporate transaction with respect to the Company, or (iii) any other event for which the Committee, in its sole discretion, determines that such adjustment or modification is appropriate and equitable to prevent inappropriate penalties or windfalls with respect to the terms of the Plan or its applicability to any Participant.

(f)No person shall be entitled to the privileges of stock ownership in respect of shares of Stock that are subject to Phantom Stock Units hereunder until such shares shall have been issued to such person.

(g)The obligation of the Company to settle Phantom Stock Units in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required.  Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to Phantom Stock Units unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration

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pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with.  The Company shall be under no obligation to register for sale or resale under the Securities Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock issued upon settlement of Phantom Stock Units unless the Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and such registration is necessary in order to permit settlement of Phantom Stock Units in accordance with this Article IV.  If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

ARTICLE V

Adjustments to Payments

Any provision of the Plan to the contrary notwithstanding, no payment in respect of a Participant’s Deferred Compensation Account and no settlement of a Participant’s Phantom Stock Units shall be made, or shall be required to be made, if at the time such payment or settlement would otherwise be required to be made pursuant to the Plan, the Enterprise Value is less than or equal to the Initial Enterprise Value.  In addition, at the time such payment or settlement would otherwise be so required, such Participant’s Vested Notional Value shall be reduced or increased by the amount necessary, if any, to ensure that (i) the sum of such Participant’s Vested Notional Value and Vested Intrinsic Value at such time does not exceed and is not less than (ii) such amount which would have represented such Participant’s Vested Intrinsic Value if (A) the Company’s capital structure immediately following the Effective Time had been comprised entirely of Stock (assuming the same Initial Enterprise Value), (B) such Participant had received a grant of New Management Options representing a percentage of the Company’s total equity immediately following the Effective Time that is equal to the percentage of the Company’s actual total equity represented by such Participant’s New Management Options immediately following the Effective Time (the “Pro Forma Options”), (C ) the exercise price for the Pro Forma Options is the same as the exercise price for the New Management Options and (D) the vesting schedule for the Pro Forma Options is the same (as a percentage of the total) as the New Management Options.

ARTICLE VI

General Provisions.

(a)The establishment of the Plan shall not be deemed to confer upon any person any legal right to be employed by, or to be retained in the employ of, the Company, or to give to any Participant or any person any right to receive any payment whatsoever, except as provided under this Plan.  All Participants shall remain subject to termination to the same extent as if this Plan never had been adopted.

(b)The payment of the Deferred Compensation Account shall be subject to withholding for the payment of any Federal, state, local or foreign taxes required to be paid by the Company on account of such payments.  In addition, each Participant shall pay to the

8

Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be paid by the Company with respect to the settlement of any Phantom Stock Unit.  If so determined by the Committee in its sole discretion, satisfaction of the withholding tax obligation may be accomplished by withholding from the shares of Stock otherwise payable one or more of such shares having an aggregate Fair Market Value, determined as of the date the withholding tax obligation arises, less than or equal to the amount of the total withholding tax obligation.

(c)The Plan is intended to constitute an unfunded obligation of the Company.  All amounts to be paid pursuant to the Plan shall be paid by the Company from its general assets and a Participant (or his heir, devisee or designated beneficiary) shall have only the rights of a general, unsecured creditor against the Company for any amounts payable under the Plan.  Neither the establishment of the Plan nor any other action taken in connection with the Plan shall be deemed to create an escrow or trust fund of any kind.

(d)To the maximum extent permitted by law, a Participant’s rights or benefits under this Plan shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void; provided, however, that in the event of a Participant’s death, any such benefit not forfeited upon death shall pass to such Participant’s beneficiaries or estate in accordance with the laws of descent and distribution.  Except as prohibited by law, payments or benefits payable to or with respect to a Participant pursuant to this Plan may be reduced by amounts the Participant may owe to the Company, including, without limitation, any amounts owed on account of loans, travel or standing advances, and personal charges on credit cards issued through the Company.

(e)In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the assets of the Company to expressly assume the Plan and agree to perform the obligations hereunder in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

(f)The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts of laws thereof.

(g)If the Committee determines that any portion of the notional value of a Participant’s Deferred Compensation Account is taxable to such Participant prior to the time such Participant would otherwise be paid under the Plan, the Company shall either (i) cause to be paid to such Participant an amount equal to the amount necessary for such Participant to meet the related tax obligation, in which event the notional value of such Participant’s Deferred Compensation Account shall be reduced by the amount so paid, or (ii) make such other arrangements with such Participant regarding payment of such tax obligation, and to the extent any amounts are paid to such Participant pursuant to such arrangements, such Participant’s Deferred Compensation Account shall be reduced by the amount so paid.

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EX-10.9

Exhibit 10.9

[Form of Management Option Agreement]

OPTION AGREEMENT
FOR ROLLOVER OPTIONS

TD Holding Corporation (the “Company”), pursuant to its 2003 Stock Option Plan (the “Plan”), hereby grants to the Holder Rollover Options to purchase the number of shares of Stock set forth below.  The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.  In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

Holder:

Date of Grant:

Original Grant Date of Prior Options	Number of Shares of  Stock Subject to  Options	Exercise Price per  Share	Expiration Date	Type of Option
				Nonqualified Stock  Option

Additional Terms:

·Options shall be exercisable in whole shares of Stock only.

• Each share of Stock purchased through the exercise of Options shall be paid for in full at the time of the exercise.  Each Option shall cease to be exercisable as to any share of Stock when the Holder purchases the share of Stock or when the Option otherwise expires.

• Upon exercise of Options, the Holder will be required to satisfy applicable withholding tax obligations as provided in the Plan.

Representations and Warranties of the Holder:

The Holder hereby represents and warrants to the Company that:

·the Holder understands that the Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), nor qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon such Holder’s representations contained herein;

·the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the investment contemplated by this Agreement; and the Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment);

·the Holder recognizes that no public market exists for the Stock, and none will exist in the future; that it must bear the economic risk of this investment indefinitely unless the Stock are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Stock is qualified under applicable state securities laws or an exemption from such qualification is available, and that the Company has no obligation or present intention of so registering the Stock; understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Holder to transfer any or all the Securities, in the amounts, or at the times the Holder might propose; understands at the present time that Rule 144 (“Rule 144”) promulgated under the

Securities Act by the Securities and Exchange Commission is not applicable to sales of the Securities because they are not registered under Section 12 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and there is not publicly available the information concerning the Company specified in Rule 144; acknowledges that the Company is not presently under any obligation to register under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so;

·the Holder is acquiring the Stock solely for its own account for investment and not with a view toward the resale, transfer, or distribution thereof, nor with any present intention of distributing the Securities.  Except as specifically provided herein, no other person has any right with respect to, or interest in, the Stock to be purchased by the Holder, nor has the Holder agreed to give any person any such interest or right in the future;

·except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement or arrangement;

·the Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Holder of his, her or its Stock; and

·the Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS UNDER THIS OPTION AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THE OPTION AGREEMENT AND THE PLAN.

TD HOLDING CORPORATION By:                                                                                          Signature Title:                                                                                       Date:                                                                                       HOLDER Signature Date:                                                                                      

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EX-10.10

EXHIBIT 10.10

[Form of Management Option Agreement]

OPTION AGREEMENT
FOR TIME VESTED OPTIONS

TD Holding Corporation (the “Company”), pursuant to its 2003 Stock Option Plan (the “Plan”), hereby grants to the Holder Time Vested Options to purchase the number of shares of Stock set forth below.  The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.  In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

Holder:
Date of Grant:
Number of Shares of Stock Subject to the Options:
Exercise Price per Share:
Expiration Date:
Type of Option:	o     Nonqualified Stock Option

Additional Terms:

•Options shall be exercisable in whole shares of Stock only.

•Each share of Stock purchased through the exercise of Options shall be paid for in full at the time of the exercise.  Each Option shall cease to be exercisable as to any share of Stock when the Holder purchases the share of Stock or when the Option otherwise expires.

•Upon exercise of Options, the Holder will be required to satisfy applicable withholding tax obligations as provided in the Plan.

Representations and Warranties of the Holder:

The Holder hereby represents and warrants to the Company that:

•the Holder understands that the Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), nor qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon such Holder’s representations contained herein;

•the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the investment contemplated by this Agreement; and the Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment);

•the Holder recognizes that no public market exists for the Stock, and none will exist in the future; that it must bear the economic risk of this investment indefinitely unless the Stock are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Stock is qualified under applicable state securities laws or an exemption from such qualification is available, and that the Company has no obligation or present intention of so registering the Stock; understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Holder to transfer any or all the Securities, in the amounts, or at the times the Holder might propose; understands at the present time that Rule 144 (“Rule 144”) promulgated under the Securities Act by the Securities and Exchange Commission is not applicable to sales of the Securities

because they are not registered under Section 12 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and there is not publicly available the information concerning the Company specified in Rule 144; acknowledges that the Company is not presently under any obligation to register under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so;

•the Holder is acquiring the Stock solely for its own account for investment and not with a view toward the resale, transfer, or distribution thereof, nor with any present intention of distributing the Securities.  Except as specifically provided herein, no other person has any right with respect to, or interest in, the Stock to be purchased by the Holder, nor has the Holder agreed to give any person any such interest or right in the future;

•except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement or arrangement;

•the Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Holder of his, her or its Stock; and

•the Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS UNDER THIS OPTION AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THE OPTION AGREEMENT AND THE PLAN.

TD HOLDING CORPORATION	HOLDER
By:
Signature	Signature
Title:	Date:
Date:

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EX-10.11

EXHIBIT 10.11

[Form of Management Option Agreement]

OPTION AGREEMENT
FOR PERFORMANCE VESTED OPTIONS

TD Holding Corporation (the “Company”), pursuant to its 2003 Stock Option Plan (the “Plan”), hereby grants to the Holder Performance Vested Options to purchase the number of shares of Stock set forth below.  The Options are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.  In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, the Plan shall govern and control.

Holder:
Date of Grant:
Number of Shares of Stock Subject to the Options:
Exercise Price per Share:
Expiration Date:
Type of Option:	Nonqualified Stock Option

Additional Terms:

•Options shall be exercisable in whole shares of Stock only.

•Each share of Stock purchased through the exercise of Options shall be paid for in full at the time of the exercise.  Each Option shall cease to be exercisable as to any share of Stock when the Holder purchases the share of Stock or when the Option otherwise expires.

•Upon exercise of Options, the Holder will be required to satisfy applicable withholding tax obligations as provided in the Plan.

Representations and Warranties of the Holder:

The Holder hereby represents and warrants to the Company that:

•the Holder understands that the Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), nor qualified under any state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon such Holder’s representations contained herein;

•the Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the investment contemplated by this Agreement; and the Holder is able to bear the economic risk of this investment in the Company (including a complete loss of this investment);

•the Holder recognizes that no public market exists for the Stock, and none will exist in the future; that it must bear the economic risk of this investment indefinitely unless the Stock are registered pursuant to the Securities Act or an exemption from such registration is available, and unless the disposition of such Stock is qualified under applicable state securities laws or an exemption from such qualification is available, and that the Company has no obligation or present intention of so registering the Stock; understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Holder to transfer any or all the Securities, in the amounts, or at the times the Holder might propose; understands at the present time that Rule 144 (“Rule 144”) promulgated under the Securities Act by the Securities and Exchange Commission is not applicable to sales of the Securities because they are not registered under Section 12 of the Securities Exchange Act of 1934 as amended (the

“Exchange Act”) and there is not publicly available the information concerning the Company specified in Rule 144; acknowledges that the Company is not presently under any obligation to register under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so;

•the Holder is acquiring the Stock solely for its own account for investment and not with a view toward the resale, transfer, or distribution thereof, nor with any present intention of distributing the Securities.  Except as specifically provided herein, no other person has any right with respect to, or interest in, the Stock to be purchased by the Holder, nor has the Holder agreed to give any person any such interest or right in the future;

•except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement or arrangement, formal or informal, with any person to sell, transfer or pledge all or any portion of his, her or its Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement or arrangement;

•the Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other form of advertising or general solicitation as to the Company’s sale to such Holder of his, her or its Stock; and

•the Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment contemplated herein.

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS UNDER THIS OPTION AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THE OPTION AGREEMENT AND THE PLAN.

TD HOLDING CORPORATION	HOLDER
By:
Signature	Signature
Title:	Date:
Date:

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EX-10.12

EXHIBIT 10.12

DEMAND PROMISSORY NOTE

$749,925,329.03
New York, New York	July 22, 2003

FOR VALUE RECEIVED, the undersigned (“Maker”) unconditionally promises to pay to the order of TransDigm Inc., a Delaware corporation (“Lender”), at 26380 Curtiss Wright Parkway Richmond Heights, Ohio 44143, or at such other place as the holder of this Demand Promissory Note (this “Note”) may designate from time to time in writing, ON DEMAND, in immediately available funds, the principal sum of SEVEN HUNDRED FORTY NINE MILLION NINE HUNDRED TWENTY FIVE THOUSAND THREE HUNDRED TWENTY NINE DOLLARS AND THREE CENTS ($749,925,329.03) plus any accrued and unpaid interest thereon.

1.Demand Right; Payment of Note.  Lender may demand at any time and from time to time in whole or in part the payment of the principal amount outstanding and all accrued and unpaid interest on this Note.  All payments shall be made in immediately available funds.

2.Interest; Default Rate.  The principal amount outstanding under this Note shall bear simple interest at the rate of 1.6% per annum.  Any amounts outstanding under this Note that shall have been demanded by the Lender hereto and not paid shall bear simple interest from and after the date of such applicable demand at the rate of the lesser of (a) 4% and (B) the maximum annual rate permitted by law.

3.Prepayment.  Maker may prepay the principal amount outstanding under this Note at any time, in whole or in part, together with all accrued and unpaid interest thereon and any other sums due and owing hereunder, on any business day, without payment of a premium or penalty.

4.Application of Payments.  All payments made on this Note may be applied, at the option of Lender, first in payment of any costs or expenses of Lender due hereunder, then in payment of any late charges due hereunder, then in payment of any accrued and unpaid interest due hereunder, and any balance shall be applied in payment of the outstanding principal balance of this Note.   Each payment tendered to Lender on this Note shall be payable in lawful money of the United States which shall be legal tender for public and private debts at the time of payment.

5.Waivers. Maker waives presentment, demand, protest, notice of dishonor and all other notices of every kind and nature to which Maker would otherwise be entitled under applicable law.  To the fullest extent permitted by law, Maker waives the benefit of all laws and rules of law intended for his protection or advantage as a party liable on this Note or providing for its release or discharge from liability upon the failure or refusal of Lender to perform certain acts, including, but not limited to, any law and any rule of law requiring Lender to institute any

suit or action on this Note, but excluding any statute of limitations applicable to the collection or enforcement of this Note.

6.Acceleration; Remedies.  Upon the failure by Maker to make any payment required hereunder, the entire principal amount outstanding, and all accrued and unpaid interest, and all other sums required under this Note shall become immediately due and payable, without presentment, demand, protest or notice of any kind.  In addition, (i) if Maker (1) commences any proceeding, under any law, now or hereafter in force, relating to bankruptcy, insolvency, reorganization, liquidation, or otherwise to the relief of debtors, (2) makes any assignment for the benefit of creditors or a composition or similar arrangement with such creditors, or (3) appoints a receiver, trustee or similar judicial officer or agent to take charge of or liquidate any of its property or assets; or (ii) upon the commencement against Maker of any involuntary proceeding of the kind described in clause (i), the entire principal amount outstanding, and all accrued and unpaid interest, and all other sums required under this Note shall become immediately due and payable without presentment, demand, protest or notice of any kind.

7.Additional Provisions.

(a)This Note shall be governed by and construed and enforced in accordance with the laws (without giving effect to the conflict of law principles thereof) of the State of New York.

(b)No amendment, modification, termination, or waiver of any term or condition of this Note nor any consent by Lender to the departure by Maker from any provision of this Note shall be effective unless made in writing and signed by Lender, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.  No failure on the part of Lender to exercise, and no delay of Lender in exercising, any right, power, or remedy under this Note shall be construed as a waiver of the right to exercise the same or any other right at any time.

(c)Any determination that any provision of this Note or any application thereof is invalid, illegal, or unenforceable in any respect in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Note.

(d)The covenants, terms and conditions of this Note shall be binding upon the successors and assigns of Maker and shall inure to the benefit of Lender, its successors and assigns.

(e)Maker and Lender intend to comply at all times with applicable usury laws.  If at any time such laws would render usurious any amounts due under this Note under applicable law, then it is Maker’s and Lender’s express intention that Maker not be required to pay interest on this Note at a rate in excess of the maximum lawful rate, that the provisions of this Section 7(e) shall control over all other provisions of this Note which may be in apparent conflict hereunder, that such excess amount shall be immediately credited to the principal balance of this Note, and the provisions hereof shall immediately be reformed and the

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amounts thereafter decreased, so as to comply with the then applicable usury law, but so as to permit the recovery of the fullest amount otherwise due under this Note.

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IN WITNESS WHEREOF, Maker has signed and delivered this Note as of the date first written above.

MAKER:
TRANSDIGM HOLDING COMPANY
By:	/s/ W. Nicholas Howley
Name:		W. Nicholas Howley
Title:		Chief Executive Officer

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EX-10.13

Exhibit 10.13

CREDIT AGREEMENT

dated as of July 22, 2003,

among

TD FUNDING CORPORATION,

TD ACQUISITION CORPORATION,

THE LENDERS NAMED HEREIN,

and

CREDIT SUISSE FIRST BOSTON,

as Administrative Agent and Collateral Agent

CREDIT SUISSE FIRST BOSTON

and

BANC OF AMERICA SECURITIES LLC,

as Joint Bookrunners and Joint Lead Arrangers,

BANK OF AMERICA, N.A.,

as Syndication Agent,

and

UBS SECURITIES LLC

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Documentation Agents

[CS&M Ref No. 5865-195]

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Terms Generally	23
SECTION 1.03.	Pro Forma Calculations	24
SECTION 1.04.	Classification of Loans and Borrowings	24
ARTICLE II
THE CREDITS
SECTION 2.01.	Commitments	24
SECTION 2.02.	Loans	25
SECTION 2.03.	Borrowing Procedure	26
SECTION 2.04.	Evidence of Debt; Repayment of Loans	27
SECTION 2.05.	Fees	28
SECTION 2.06.	Interest on Loans	29
SECTION 2.07.	Default Interest	29
SECTION 2.08.	Alternate Rate of Interest	29
SECTION 2.09.	Termination and Reduction of Commitments	30
SECTION 2.10.	Conversion and Continuation of Borrowings	30
SECTION 2.11.	Repayment of Term Borrowings	31
SECTION 2.12.	Optional Prepayments	32
SECTION 2.13.	Mandatory Prepayments	33
SECTION 2.14.	Reserve Requirements; Change in Circumstances	34
SECTION 2.15.	Change in Legality	35
SECTION 2.16.	Indemnity	36
SECTION 2.17.	Pro Rata Treatment	37
SECTION 2.18.	Sharing of Setoffs	37
SECTION 2.19.	Payments	37
SECTION 2.20.	Taxes	38
SECTION 2.21.	Assignment of Commitments Under Certain Circumstances; Duty to Mitigate	39
SECTION 2.22.	Swingline Loans	40
SECTION 2.23.	Letters of Credit	41
SECTION 2.24.	Increase in Term Loan Commitments	45

ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01.	Organization; Powers	47
SECTION 3.02.	Authorization	47
SECTION 3.03.	Enforceability	47
SECTION 3.04.	Governmental Approvals	48
SECTION 3.05.	Financial Statements	48
SECTION 3.06.	No Material Adverse Change	49
SECTION 3.07.	Title to Properties; Possession Under Leases	49
SECTION 3.08.	Subsidiaries	49
SECTION 3.09.	Litigation; Compliance with Laws	49
SECTION 3.10.	Agreements	50
SECTION 3.11.	Federal Reserve Regulations	50
SECTION 3.12.	Investment Company Act; Public Utility Holding Company Act	50
SECTION 3.13.	Use of Proceeds	50
SECTION 3.14.	Tax Returns	50
SECTION 3.15.	No Material Misstatements	50
SECTION 3.16.	Employee Benefit Plans	51
SECTION 3.17.	Environmental Matters	51
SECTION 3.18.	Insurance	51
SECTION 3.19.	Security Documents	51
SECTION 3.20.	Location of Real Property and Leased Premises	52
SECTION 3.21.	Labor Matters	52
SECTION 3.22.	Solvency	53
SECTION 3.23.	Representations and Warranties in Transaction Documents	53
SECTION 3.24.	Senior Indebtedness	53
SECTION 3.25.	Certain Treasury Regulation Matters	53
ARTICLE IV
CONDITIONS OF LENDING
SECTION 4.01.	All Credit Events		53
SECTION 4.02.	First Credit Event		54
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01.	Existence; Businesses and Properties		57
SECTION 5.02.	Insurance		58
SECTION 5.03.	Taxes		59
SECTION 5.04.	Financial Statements, Reports, etc		59

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SECTION 5.05.	Litigation and Other Notices	61
SECTION 5.06.	Information Regarding Collateral	61
SECTION 5.07.	Maintaining Records; Access to Properties and Inspections	62
SECTION 5.08.	Use of Proceeds	62
SECTION 5.09.	Further Assurances	62
SECTION 5.10.	Certain Treasury Regulation Matters	63
ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01.	Indebtedness	63
SECTION 6.02.	Liens	65
SECTION 6.03.	Sale and Lease-Back Transactions	67
SECTION 6.04.	Investments, Loans and Advances	67
SECTION 6.05.	Mergers, Consolidations, Sales of Assets and Acquisitions	69
SECTION 6.06.	Restricted Payments; Restrictive Agreements	69
SECTION 6.07.	Transactions with Affiliates	71
SECTION 6.08.	Business of Holdings, Borrower and Subsidiaries	72
SECTION 6.09.	Other Indebtedness	72
SECTION 6.10.	Capital Expenditures	72
SECTION 6.11.	Interest Coverage Ratio	73
SECTION 6.12.	Fixed Charge Coverage Ratio	73
SECTION 6.13.	Maximum Leverage Ratio	73
SECTION 6.14.	Fiscal Year	73
ARTICLE VII
EVENTS OF DEFAULT
ARTICLE VIII
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
ARTICLE IX
MISCELLANEOUS
SECTION 9.01.	Notices	79
SECTION 9.02.	Survival of Agreement	79
SECTION 9.03.	Binding Effect	80
SECTION 9.04.	Successors and Assigns	80
SECTION 9.05.	Expenses; Indemnity	84
SECTION 9.06.	Right of Setoff	85

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SECTION 9.07.	Applicable Law	85
SECTION 9.08.	Waivers; Amendment	85
SECTION 9.09.	Interest Rate Limitation	87
SECTION 9.10.	Entire Agreement	87
SECTION 9.11.	WAIVER OF JURY TRIAL	87
SECTION 9.12.	Severability	87
SECTION 9.13.	Counterparts	88
SECTION 9.14.	Headings	88
SECTION 9.15.	Jurisdiction; Consent to Service of Process	88
SECTION 9.16.	Confidentiality	88

Schedules
Schedule 1.01(a)	Subsidiary Guarantors
Schedule 1.01(b)	Mortgaged Properties
Schedule 2.01	Lenders and Commitments
Schedule 2.23(b)	Closing Date Letter of Credit
Schedule 3.02	Authorizations
Schedule 3.04	Governmental Approvals
Schedule 3.05(a)	Material Liabilities Not Reflected in Balance Sheet
Schedule 3.08	Subsidiaries
Schedule 3.09	Litigation
Schedule 3.17	Environmental Matters
Schedule 3.18	Insurance
Schedule 3.19(a)	Filing Offices
Schedule 3.19(d)	Mortgage Filing Offices
Schedule 3.20(a)	Owned Property
Schedule 3.20(b)	Leased Property
Schedule 4.02(a)	Other Local Counsel
Schedule 6.01	Outstanding Indebtedness on Closing Date
Schedule 6.02	Liens Existing on Closing Date
Schedule 6.04	Existing Investments
Schedule 6.07	Transactions with Affiliates
Exhibits
EXHIBIT A	Form of Administrative Questionnaire
EXHIBIT B	Form of Assignment and Acceptance
EXHIBIT C	Form of Borrowing Request
EXHIBIT D	Form of Guarantee and Collateral Agreement
EXHIBIT E	Form of Perfection Certificate
EXHIBIT F-1	Form of Opinion of Willkie Farr & Gallagher
EXHIBIT F-2	Form of Local Counsel Opinion
EXHIBIT G	Form of Mortgage

iv

CREDIT AGREEMENT dated as of July 22, 2003, among TD FUNDING CORPORATION, a Delaware corporation (the “Borrower”), TD ACQUISITION CORPORATION, a Delaware corporation and the direct parent corporation of the Borrower (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland (“CSFB”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

TD Holding Corporation, a Delaware corporation and the owner on the Closing Date (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) of all the issued and outstanding capital stock of Holdings (“Parent”), will acquire (the “Acquisition”) all the capital stock of TransDigm Holding Company, a Delaware corporation (“TransDigm Holdings”) and TransDigm Inc., a Delaware corporation and a wholly owned subsidiary of TransDigm Holdings (“TransDigm”), pursuant to an Agreement and Plan of Merger dated as of June 6, 2003 (the “Merger Agreement”), between Holdings and TransDigm Holdings.  Pursuant to the Merger Agreement, Holdings will be merged with and into TransDigm Holdings, with TransDigm Holdings continuing as the surviving corporation in such merger and, immediately thereafter, the Borrower will be merged with and into TransDigm, with TransDigm continuing as the surviving corporation in such merger (such mergers, collectively, the “Merger”).  Upon the effectiveness of the Merger, (a) TransDigm Holdings will succeed to all rights and obligations of Holdings by operation of law and all references herein and in the other Loan Documents to the term “Holdings” shall thereupon be deemed to be references to TransDigm Holdings and (b) TransDigm will succeed to all rights and obligations of the Borrower by operation of law and all references herein and in the other Loan Documents to the term “Borrower” shall thereupon be deemed to be references to TransDigm.  In connection with the Merger, subject to adjustment as provided in the Merger Agreement, the outstanding shares of common stock and stock options of TransDigm Holdings will be converted into the right to receive an aggregate amount of approximately $797,344,853 (subject to downward adjustment as set forth in the Merger Agreement, taking into account Transaction Costs (as defined in the Merger Agreement)) in cash (the “Common Merger Consideration”) and the existing shares of 16% cumulative redeemable preferred stock of TransDigm Holdings will be converted into the right to receive an aggregate amount of approximately $20,408,000 (plus accrued and unpaid dividends thereon after June 1, 2003) in cash (the “Preferred Merger Consideration”).

The Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $295,000,000, and (b) Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $100,000,000.  The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $5,000,000.  The Borrower has requested the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $15,000,000, to support payment obligations of the Borrower and its Subsidiaries.  The proceeds of the Term Loans are to be used solely (a) to pay the Common

Merger Consideration, (b) to pay the Preferred Merger Consideration, (c) to repay all amounts outstanding and due under the Existing Credit Agreement, (d) to finance the Debt Tender Offer and the Defeasance and (e) to pay fees and expenses incurred in connection with the Transactions in an aggregate amount not to exceed $50,000,000.  The proceeds of the Revolving Loans and the Swingline Loans are to be used for general corporate purposes, including to finance Permitted Acquisitions.

The Lenders are willing to extend such credit to the Borrower and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms.  As used in this Agreement, the following terms shall have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Acquired EBITDA” of any Acquired Entity for any period shall mean the consolidated “EBITDA” of such Acquired Entity calculated on a basis consistent with the calculation of Consolidated EBITDA under this Agreement and reasonably approved by the Administrative Agent.

“Acquired Entity” shall have the meaning assigned to such term in Section 6.04(g).

“Adjusted LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied from time to time by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that, for purposes of Section 6.07, the term “Affiliate” shall also include any person that directly or indirectly owns 5% or more of any class of Equity Interests of the person specified or that is an officer or director of the person specified.

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“Aggregate Revolving Credit Exposure” shall mean the aggregate amount of the Lenders’ Revolving Credit Exposures.

 “Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Percentage” shall mean, for any day, with respect to any Eurodollar Loan or ABR Loan, as the case may be, the applicable percentage set forth below under the caption “Eurodollar Spread–Term Loans”, “ABR Spread–Term Loans”, “Eurodollar Spread–Revolving Loans” or “ABR Spread–Revolving Loans”, as the case may be, based upon the Leverage Ratio as of the relevant date of determination:

Leverage Ratio	Eurodollar Spread– Term Loans		ABR Spread– Term Loans		Eurodollar Spread– Revolving Loans		ABR Spread– Revolving Loans
Category 1
Greater than or equal to 4.75 to 1.00	3.00	%	2.00	%	3.50	%	2.50	%
Category 2
Greater than or equal to 4.25 to 1.00, but less than 4.75 to 1.00	2.75	%	1.75	%	3.50	%	2.50	%
Category 3
Greater than or equal to 3.25 to 1.00, but less than 4.25 to 1.00	2.75	%	1.75	%	3.25	%	2.25	%

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Leverage Ratio	Eurodollar Spread– Term Loans		ABR Spread– Term Loans		Eurodollar Spread– Revolving Loans		ABR Spread– Revolving Loans
Category 4
Greater than or equal to 2.75 to 1.00, but less than 3.25 to 1.00	2.75	%	1.75	%	3.00	%	2.00	%
Category 5
Less than 2.75 to 1.00	2.75	%	1.75	%	2.75	%	1.75	%

Each change in the Applicable Percentage resulting from a change in the Leverage Ratio shall be effective with respect to all Loans and Letters of Credit outstanding on and after the date of delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(d), respectively, indicating such change, and until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change.  Notwithstanding the foregoing, until the Borrower shall have delivered the financial statements and certificates required by Section 5.04(b) and Section 5.04(d), respectively, for the fiscal period ended on or about December 31, 2003, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage. In addition, (a) at any time during which the Borrower has failed to deliver the financial statements and certificates required by Section 5.04(a) or (b) and Section 5.04(d), respectively, or (b) at any time after the occurrence and during the continuance of an Event of Default, the Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage.

“Asset Sale” shall mean the sale, transfer or other disposition (by way of merger, casualty, condemnation or otherwise but excluding investments permitted by Section 6.04) by Holdings, the Borrower or any of the Subsidiaries to any person other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests of any of the Subsidiaries (other than directors’ qualifying shares or the sale by any person of Equity Interests of such person) or (b) any other assets of Holdings, the Borrower or any of the Subsidiaries (other than (i) inventory, damaged, obsolete or worn out assets, scrap and Permitted Investments, in each case disposed of in the ordinary course of business, or (ii) dispositions between or among Foreign Subsidiaries), provided that any asset sale or series of related asset sales described in clause (b) above having a value not in excess of $500,000 shall be deemed not to be an “Asset Sale” for purposes of this Agreement.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

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“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Business Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“Capital Expenditures” shall mean, for any period, (a) the additions to property, plant and equipment and other capital expenditures of the Borrower and its consolidated Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations or Synthetic Lease Obligations incurred by the Borrower and its consolidated Subsidiaries during such period, but excluding in each case any such expenditure made (i) to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation or (ii) as the purchase price of any Permitted Acquisition.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

A “Change in Control” shall mean any of the following events:

(a)  prior to the initial Public Equity Offering, the Permitted Investors shall fail to beneficially own, directly or indirectly, Equity Interests in Holdings representing at least 51% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings;

(b)  after the initial Public Equity Offering, any “person” or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) other than the Permitted Investors becomes, directly or indirectly, the beneficial owner of Equity Interests in Holdings representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings and the percentage of aggregate voting power owned by such

5

“person” or “group” exceeds the percentage of ordinary voting power owned by the Permitted Investors;

(c)  at any time, occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings or the Borrower by persons who were neither (i) nominated by the board of directors of Holdings or the Borrower, as the case may be, nor (ii) appointed by directors so nominated;

(d)  the occurrence of any change in control or similar event (however denominated) with respect to Holdings or the Borrower under and as defined in any indenture or agreement in respect of Material Indebtedness to which Holdings, the Borrower or a Subsidiary is a party; or

(e)  at any time, Holdings shall cease to directly own, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower.

“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, Other Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a Term Loan Commitment, an Incremental Term Loan Commitment or a Swingline Commitment.

“Closing Date” shall mean July 22, 2003.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean all the “Collateral” as defined in any Security Document, and shall include the Mortgaged Properties.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Credit Commitment, Term Loan Commitment and Swingline Commitment.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Confidential Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated June 2003.

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and

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amortization for such period, (iv) any non-recurring fees, cash charges and other cash expenses made or incurred in connection with the Transactions that are paid or otherwise accounted for within 180 days of the consummation of the Transactions, (v) any extraordinary losses, (vi) (A) facilities relocation or closing costs, (B) non-recurring restructuring costs and (C) integration costs and fees, including cash severance costs, in connection with Permitted Acquisitions, in each case incurred during such period and payable in cash, in an aggregate amount under this clause (vi) not to exceed $12,000,000, (vii) integration costs and fees, including cash severance costs, in connection with the Norco Acquisition in an amount not to exceed $6,000,000, (viii) a charge in any one period not to exceed $5,000,000 resulting from repurchases of inventory from distributors during such period, (ix) job loss reserves under AICPA SOP 81-1 established during such period, (x) changes in the fair value of financial instruments, including derivatives, during such period, (xi) amortization and impairment charges resulting from purchase accounting adjustments (including inventory step-up adjustments recognized in costs of sales), (xii) any non-cash compensation charges and deferred compensation charges, including arising from stock options, taken during such period and (xiii) any other non-cash charges (other than the write-down of current assets) for such period, and minus (b) without duplication (i) all cash payments made during such period on account of non-cash charges added to Consolidated Net Income pursuant to clauses (a)(ix), (x), (xii) or (xiii) above in such period or in a previous period and (ii) to the extent included in determining such Consolidated Net Income, any extraordinary gains and all non-cash items of income (other than normal accruals in the ordinary course of business) for such period, all determined on a consolidated basis in accordance with GAAP.

“Consolidated Fixed Charges” shall mean, for any period, without duplication, the sum of (a) Consolidated Interest Expense for such period, (b) the aggregate amount of scheduled principal payments made during such period in respect of long term Indebtedness of the Borrower and the Subsidiaries (other than payments made by the Borrower or any Subsidiary to the Borrower or a Subsidiary) and (c) the aggregate amount of Tax Payments made in cash by the Borrower and the Subsidiaries during such period.

“Consolidated Interest Expense” shall mean, for any period, the sum of (a) the interest expense (including imputed interest expense in respect of Capital Lease Obligations and Synthetic Lease Obligations), net of interest income, of the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus (b) any interest accrued during such period in respect of Indebtedness of the Borrower or any Subsidiary that is required to be capitalized rather than included in consolidated interest expense for such period in accordance with GAAP. For purposes of the foregoing, interest expense shall be determined (a) by excluding non-cash interest expense and amortization of deferred financing costs and original issue discount and (b) after giving effect to any net payments made or received by the Borrower or any Subsidiary with respect to interest rate Hedging Agreements.

“Consolidated Net Income” shall mean, for any period, the net income or loss of the Borrower and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings during such period as though such charge, tax or expense had been incurred by the Borrower, to the extent that the Borrower has made or would be entitled under the Loan Documents to make any payment to or for the account of Holdings in respect thereof); provided that there shall be

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excluded (a) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable to such Subsidiary, (b) the income or loss of any person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary or the date that such person’s assets are acquired by the Borrower or any Subsidiary, (c) the income of any person in which any other person (other than the Borrower or a wholly owned Subsidiary or any director holding qualifying shares in accordance with applicable law) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or a wholly owned Subsidiary by such person during such period and (d) any gains attributable to sales of assets out of the ordinary course of business.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Credit Event” shall have the meaning assigned to such term in Section 4.01.

“Current Assets” shall mean, at any time, the consolidated current assets (other than cash, deferred income taxes and Permitted Investments) of the Borrower and the Subsidiaries.

“Current Liabilities” shall mean, at any time, the consolidated current liabilities of the Borrower and the Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness and (b) outstanding Revolving Loans and Swingline Loans.

“Debt Tender Offer” shall mean the tender offer and consent solicitation in respect of all outstanding Existing Subordinated Notes.

“Default” shall mean any event or condition which upon notice, lapse of time or both would constitute an Event of Default.

“Defeasance” shall mean the defeasance of the Existing Subordinated Notes in accordance with the terms of the indenture under which they were issued.

“dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiaries” shall mean all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Environmental Laws” shall mean all former, current and future Federal, state, local and foreign laws (including common law), treaties, regulations, rules, ordinances, codes, decrees, judgments, directives having the force of law and orders (including consent orders), in each case, relating to protection of the environment, natural resources, human health and safety or the presence, Release of, or exposure to, Hazardous Materials, or the generation, manufacture,

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processing, distribution, use, treatment, storage, transport, recycling or handling of, or the arrangement for such activities with respect to, Hazardous Materials.

“Environmental Liability” shall mean all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and remediation costs), whether contingent or otherwise, arising out of or relating to (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person.

“Equity Issuance” shall mean any issuance or sale by Holdings, the Borrower or any of their respective subsidiaries of any Equity Interests of Holdings, the Borrower or any such subsidiary, as applicable, except in each case for (a) any issuance of Equity Interests by Holdings, to the extent the net proceeds thereof are used to finance a Permitted Acquisition, (b) any issuance or sale to Holdings, the Borrower or any Subsidiary, (c) any issuance of directors’ qualifying shares, (d) sales or issuances of common stock of Holdings to management or employees of Holdings, the Borrower or any Subsidiary under any employee stock option or stock purchase plan or employee benefit plan in existence from time to time and (e) any issuance of Permitted Cure Securities.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the adoption of any amendment to a Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or

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Section 307 of ERISA; (g) the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a “prohibited transaction” with respect to which Holdings, the Borrower, any of the Subsidiaries or any ERISA Affiliate is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which Holdings, the Borrower or any such Subsidiary or ERISA Affiliate could otherwise be liable; or (i) any other event or condition with respect to a Plan or Multiemployer Plan that could result in liability of the Borrower or any ERISA Affiliate.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” shall have the meaning assigned to such term in Article VII.

“Excess Cash Flow” shall mean, for any fiscal year of the Borrower, the excess of (a) the sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and (ii) reductions to noncash working capital of the Borrower and the Subsidiaries for such fiscal year (i.e., the decrease, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year) over (b) the sum, without duplication, of (i) the amount of any Tax Payments in cash by the Borrower and the Subsidiaries with respect to such fiscal year, (ii) Consolidated Interest Expense for such fiscal year payable in cash, (iii) Capital Expenditures made in cash in accordance with Section 6.10 and cash expenditures in connection with Permitted Acquisitions during such fiscal year, in each case except to the extent financed with the proceeds of Indebtedness, equity issuances or other proceeds that would not be included in Consolidated EBITDA, (iv) permanent repayments of Indebtedness (other than mandatory prepayments of Loans under Section 2.13), including the principal component of Capitalized Lease Obligations and Synthetic Lease Obligations, made by the Borrower and the Subsidiaries during such fiscal year, but only to the extent that such prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or any portion of such Indebtedness and (v) additions to noncash working capital for such fiscal year (i.e., the increase, if any, in Current Assets minus Current Liabilities from the beginning to the end of such fiscal year).

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.21(a)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure

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to comply with Section 2.20(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.20(a).

“Existing Credit Agreement” shall mean the Amended and Restated Credit Agreement dated as of December 3, 1998 and amended and restated as of May 31, 2001, among Holdings, the Borrower, the various lending institutions from time to time party thereto, Credit Suisse First Boston, as syndication agent, Bankers Trust Company, as administrative agent, and Deutsche Banc Alex. Brown Inc. and Credit Suisse First Boston, as joint lead arrangers and joint bookrunners.

“Existing Subordinated Notes” shall mean the Borrower’s 10-³/₈% Senior Subordinated Notes due 2008.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the Fee Letter dated June 6, 2003, between Holdings and the Administrative Agent.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the L/C Participation Fees and the Issuing Bank Fees.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, Treasurer or Controller of such person.

“Fixed Charge Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Fixed Charges for such period.

“Foreign Lender” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary.

“GAAP” shall mean United States of America generally accepted accounting principles.

“Governmental Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.

“Granting Lender” shall have the meaning assigned to such term in Section 9.04(i).

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“Guarantee” of or by any person shall mean any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment of such Indebtedness or other obligation or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee and Collateral Agreement” shall mean the Guarantee and Collateral Agreement, substantially in the form of Exhibit D, among the Borrower, Holdings, the Subsidiaries party thereto and the Collateral Agent.

“Guarantors” shall mean Holdings and the Subsidiary Guarantors.

“Hazardous Materials” shall mean (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any Environmental Law.

“Hedging Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Holdings Common Equity Contribution” shall mean the contribution by the Permitted Investors or Parent of $471,300,000 of cash to Holdings in the form of common equity, which cash shall be contributed to the Borrower as common equity.

“Inactive Subsidiary” shall mean any Subsidiary of the Borrower that (a) does not conduct any business operations, (b) has assets with a total book value not in excess of $10,000 and (c) does not have any Indebtedness outstanding.

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Amount” shall mean, at any time, the excess, if any, of (a) $200,000,000 over (b) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.24.

“Incremental Term Loan Assumption Agreement” shall mean an Incremental Term Loan Assumption Agreement in form and substance reasonably satisfactory to the Administrative

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Agent, among the Borrower, the Administrative Agent and one or more Incremental Term Lenders.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.24, to make Incremental Term Loans to the Borrower.

“Incremental Term Loan Maturity Date” shall mean the final maturity date of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

“Incremental Term Loan Repayment Dates” shall mean the dates scheduled for the repayment of principal of any Incremental Term Loan, as set forth in the applicable Incremental Term Loan Assumption Agreement.

“Incremental Term Loans” shall mean Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b).  Incremental Term Loans may be made in the form of additional Term Loans or, to the extent permitted by Section 2.24 and provided for in the relevant Incremental Term Loan Assumption Agreement, Other Term Loans.

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed (it being understood that, unless such person shall have assumed such obligations, the amount of such Indebtedness shall be the lesser of (x) the fair market value of the property securing such Indebtedness and (y) the stated principal amount of such Indebtedness), (f) all Guarantees by such person of Indebtedness of others, (g) all Capital Lease Obligations and Synthetic Lease Obligations of such person, (h) all obligations of such person as an account party in respect of letters of credit, (i) all obligations of such person in respect of bankers’ acceptances and (j) all obligations of such person under or in respect of Hedging Agreements.  For purposes of determining the amount of Indebtedness of any person under clause (j) of the preceding sentence, the amount of the obligations of such person in respect of any Hedging Agreement at any time shall be zero prior to the time any counterparty to such Hedging Agreement shall be entitled to terminate such Hedging Agreement and, thereafter, shall be the maximum aggregate amount (giving effect to any netting agreements) that such person would be required to pay if such Hedging Agreement were terminated at such time.  The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner only to the extent such person is liable therefor by contract, as a matter of law or otherwise, and shall not include any Indebtedness of such partnership that is expressly non-recourse to such person.  For clarification purposes, (a) the liability of the Borrower or any Subsidiary Guarantor to make any periodic payments to licensors in consideration for the license of patents and technical information under license agreements in existence on the Closing Date and any amount payable

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in respect of a settlement of disputes with respect to such payments thereunder, shall not constitute Indebtedness and (b) Indebtedness incurred under Section 6.01(m) shall not be included in the computations under Sections 6.11, 6.12 or 6.13.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Interest Coverage Ratio” shall mean, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including a Swingline Loan), the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing, and, in addition, the date of any prepayment of a Eurodollar Borrowing or conversion of a Eurodollar Borrowing to an ABR Borrowing.

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter, as the Borrower may elect; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.  Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Issuing Bank” shall mean, as the context may require, (a) CSFB, in its capacity as the issuer of Letters of Credit hereunder, and (b) any other Lender that may become an Issuing Bank pursuant to Section 2.23(i) or 2.23(k), with respect to Letters of Credit issued by such Lender.  The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.05(c).

“L/C Commitment” shall mean the commitment of the Issuing Bank to issue Letters of Credit pursuant to Section 2.23.

“L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time and (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time.  The L/C Exposure of any

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Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.

“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Lenders” shall mean (a) the persons listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance) and (b) any person that has become a party hereto pursuant to an Assignment and Acceptance.  Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline Lender.

“Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.23.

“Leverage Ratio” shall mean, on any date, the ratio of the total Indebtedness of the Borrower and the Subsidiaries on a consolidated basis on such date to Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.

“LIBO Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time), on the date that is two Business Days prior to the commencement of such Interest Period by reference to the British Bankers’ Association Interest Settlement Rates for deposits in dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Documents” shall mean this Agreement, the Letters of Credit, the Security Documents and each Incremental Term Loan Assumption Agreement.

“Loan Parties” shall mean the Borrower and the Guarantors.

“Loans” shall mean the Revolving Loans, the Term Loans and the Swingline Loans.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a materially adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the

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Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower or any other Loan Party to perform any of its obligations under any Loan Document to which it is or will be a party or (c) a material impairment of the rights of or benefits available to the Lenders under any Loan Document.

“Material Indebtedness” shall mean Indebtedness (other than the Loans and Letters of Credit) of any one or more of Holdings, the Borrower and the Subsidiaries in an aggregate principal amount exceeding $5,000,000.

“Mortgaged Properties” shall mean, initially, the real properties owned or leased by the Loan Parties specified on Schedule 1.01(b), and shall include each parcel of real property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 5.09.

“Mortgages” shall mean the mortgages, deeds of trust, leasehold mortgages, assignments of leases and rents, modifications and other security documents delivered pursuant to clause (i) of Section 4.02(h) or pursuant to Section 5.09, each substantially in the form of Exhibit G.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” shall mean (a) with respect to any Asset Sale, the cash proceeds (including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received), net of (i) selling expenses (including reasonable broker’s and investment banking fees or commissions, legal, environmental assessment, appraisal and consultant’s fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid or payable in connection with such sale), (ii) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment associated with such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money which is secured by the asset sold in such Asset Sale and which is required to be repaid with such proceeds (other than any such Indebtedness assumed by the purchaser of such asset); provided, however, that, if (x) the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent at the time of receipt thereof setting forth the Borrower’s intent to reinvest such proceeds in productive assets of a kind used or useful in the business of the Borrower and its Subsidiaries within 270 days of receipt of such proceeds and (y) no Default or Event of Default shall have occurred and shall be continuing at the time of such certificate or at the proposed time of the application of such proceeds, such proceeds shall not constitute Net Cash Proceeds except to the extent not so used or contractually committed to be used at the end of such 270-day period, at which time such proceeds shall be deemed to be Net Cash Proceeds; and (b) with respect to any issuance or disposition of Indebtedness or any Equity Issuance, the cash proceeds thereof, net of all taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

“Norco Acquisition” shall mean the acquisition by the Borrower of Norco, Inc., a division of TransTechnology Corporation, which was completed on February 24, 2003.

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“Obligations” shall mean all obligations defined as “Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Other Term Loans” shall have the meaning assigned to such term in Section 2.24.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean the Perfection Certificate substantially in the form of Exhibit E, prepared by the Borrower.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(g).

“Permitted Investments” shall mean:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, one of the two highest credit ratings obtainable from Standard & Poor’s Ratings Service or from Moody’s Investors Service, Inc.;

(c) investments in certificates of deposit, banker’s acceptances, demand deposits and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Administrative Agent or any domestic office of any Lender or any other commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria of clause (c) above;

(e) investments in marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having, at such date of acquisition, one of the two highest credit ratings obtainable from Standard & Poor’s Ratings Service or from Moody’s Investors Service, Inc.;

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(f) investments in “money market funds” within the meaning of Rule 2a-7 of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (e) above; and

(g) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

“Permitted Investors” shall mean (a) the Sponsor, (b) the other holders of Equity Interests in Parent on the Closing Date and, to the extent approved by the Administrative Agent (such approval not to be unreasonably withheld) other persons who, within 45 days after the Closing Date, become holders of Equity Interests in the Parent (and any Affiliate of any such person under this clause (b)) and (c) the directors, executive officers and other management employees of Holdings or the Borrower on the Closing Date.

“person” shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership, Governmental Authority or other entity.

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” shall mean the rate of interest per annum determined from time to time by Credit Suisse First Boston as its prime rate in effect at its principal office in New York City.

“Pro Forma Basis” shall mean, with respect to compliance with any test or covenant hereunder, compliance with such covenant or test after giving effect to any proposed Permitted Acquisition or Asset Sale (including pro forma adjustments arising out of events which are directly attributable to the proposed Permitted Acquisition or Asset Sale, are factually supportable and are expected to have a continuing impact, in each case as reasonably determined by the Borrower and as certified by a Financial Officer of the Borrower and approved by the Administrative Agent) using, for purposes of determining such compliance, the historical financial statements of all entities or assets so acquired or sold or to be acquired or sold and the consolidated financial statements of the Borrower and its Subsidiaries which shall be reformulated as if such Permitted Acquisitions or Asset Sale, and all other Permitted Acquisitions or Asset Sales that have been consummated during the period, and any Indebtedness or other liabilities incurred in connection with any such Permitted Acquisitions had been consummated and incurred at the beginning of such period.  For purposes of determining compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13 (and the computations made for purposes of determining the Applicable Percentage), all calculations shall be made on a Pro Forma Basis after giving effect to the Norco Acquisition and the Transactions, treating each as if it were a Permitted Acquisition (subject, in the case of the Transactions, to the limitations contained in clause (a)(iv) of the definition of Consolidated EBITDA and, in the case of the

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Norco Acquisition, to the limitations contained in clause (a)(vii) of the definition of Consolidated EBITDA).

“Pro Forma Compliance” shall mean, at any date of determination, that the Borrower shall be in pro forma compliance with the covenants set forth in Sections 6.11, 6.12 and 6.13 as of the date of such determination or the last day of the most recent fiscal quarter-end, as the case may be (computed on the basis of (a) balance sheet amounts as of such date and (b) income statement amounts for the most recently completed period of four consecutive fiscal quarters for which financial statements shall have been delivered to the Administrative Agent and calculated on a Pro Forma Basis in respect of the event giving rise to such determination).

“Pro Rata Percentage” of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender’s Revolving Credit Commitment.  In the event the Revolving Credit Commitments shall have expired or been terminated, the Pro Rata Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect.

“Public Equity Offering” shall mean an underwritten public offering of common stock of, and by, Holdings pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended, which yields not less than $75,000,000 in Net Cash Proceeds to Holdings.

“Register” shall have the meaning assigned to such term in Section 9.04(d).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors, officers, employees, agents and advisors of such person and such person’s Affiliates.

“Release” shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Repayment Date” shall have the meaning assigned to such term in Section 2.11.

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“Required Lenders” shall mean, at any time, Lenders having Loans (excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments representing more than 50% of the sum of all Loans outstanding (excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit Commitments and Term Loan Commitments at such time.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.

“Restricted Indebtedness” shall mean Indebtedness of Holdings, the Borrower or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is restricted under Section 6.09(b).

“Restricted Payment” shall mean any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests in Holdings, the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in Holdings, the Borrower or any Subsidiary.

“Revolving Credit Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Credit Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.

“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s L/C Exposure, plus the aggregate amount at such time of such Lender’s Swingline Exposure.

“Revolving Credit Lender” shall mean a Lender with a Revolving Credit Commitment or an outstanding Revolving Loan.

“Revolving Credit Maturity Date” shall mean July 22, 2009.

“Revolving Loans” shall mean the revolving loans made by the Lenders to the Borrower pursuant to clause (ii) of Section 2.01(a).

“Secured Parties” shall have the meaning assigned to such term in the Guarantee and Collateral Agreement.

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“Security Documents” shall mean the Mortgages, the Guarantee and Collateral Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.09.

“SPC” shall have the meaning assigned to such term in Section 9.04(i).

“Sponsor” shall mean Warburg Pincus Private Equity VIII, L.P and its Affiliates.

“Statutory Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board).  Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D.  Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subordinated Notes” shall mean the Borrower’s 8-³/₈% Senior Subordinated Notes due 2011, in an initial aggregate principal amount of $400,000,000.

“Subordinated Note Documents” shall mean the indenture under which the Subordinated Notes are issued and all other instruments, agreements and other documents evidencing or governing the Subordinated Notes or providing for any Guarantee or other right in respect thereof.

“subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent or a combination thereof.

“Subsidiary” shall mean any subsidiary of the Borrower.

“Subsidiary Guarantor” shall mean each Subsidiary listed on Schedule 1.01(a), and each other Subsidiary that is or becomes a party to the Guarantee and Collateral Agreement.

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make loans pursuant to Section 2.22, as the same may be reduced from time to time pursuant to Section 2.09 or Section 2.22.

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans.  The Swingline Exposure of any Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

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“Swingline Lender” shall mean Credit Suisse First Boston, in its capacity as lender of Swingline Loans hereunder.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.22.

“Synthetic Lease” shall mean, as to any person, any lease (including leases that may be terminated by the lessee at any time) of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such person is the lessor.

“Synthetic Lease Obligations” shall mean, as to any person, an amount equal to the sum of (a) the obligations of such person to pay rent or other amounts under any Synthetic Lease which are attributable to principal and, without duplication, (b) the amount of any purchase price payment under any Synthetic Lease assuming the lessee exercises the option to purchase the leased property at the end of the lease term.

“Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness of Holdings, the Borrower or a Subsidiary or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness of Holdings, the Borrower or a Subsidiary; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

“Taxes” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges, liabilities or withholdings imposed by any Governmental Authority.

“Tax Payments” shall mean net payments in cash by the Borrower (or by Holdings on behalf of the Borrower) to Parent in respect of Taxes pursuant to the Tax Sharing Agreement.

“Tax Sharing Agreement” shall mean the Tax Sharing Agreement dated as of the Closing Date among Parent, Holdings, the Borrower and certain Subsidiaries.

“Term Borrowing” shall mean a Borrowing comprised of Term Loans or Incremental Term Loans.

“Term Loan Commitment” shall mean (a) with respect to each Lender, the commitment of such Lender to make Term Loans hereunder as set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed its Term Loan Commitment, as applicable, as the same may be (i) reduced from time to time pursuant to Section 2.09 and (ii) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (b) any Incremental Term Loan Commitment.

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“Term Loan Maturity Date” shall mean July 22, 2010.

“Term Loans” shall mean the term loans made by the Lenders to the Borrower pursuant to clause (i) of Section 2.01(a).  Unless the context shall otherwise require, the term “Term Loans” shall include Incremental Term Loans.

“Total Revolving Credit Commitment” shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time. The initial Total Revolving Credit Commitment is $100,000,000.

“Transactions” shall mean, collectively, (a) the execution, delivery and performance by Holdings and TransDigm Holdings of the Merger Agreement and the consummation of the Merger, (b) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party and, in the case of the Borrower, the making of the initial Borrowings hereunder, (c) the execution, delivery and performance by the Loan Parties of the Subordinated Note Documents to which they are a party and, in the case of the Borrower, the issuance of the Subordinated Notes, (d) the payment of the Cash Merger Consideration, (e) the payment of the Preferred Merger Consideration, (f) the repayment of all amounts outstanding or due under, and the termination of, the Existing Credit Agreement, (g) the closing of the Debt Tender Offer and the purchase by the Borrower of all Existing Subordinated Notes validly tendered and not withdrawn in connection therewith, (h) the Defeasance and (i) the payment of related fees and expenses.

 “Type”, when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined.  For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate and the Alternate Base Rate.

“wholly owned Subsidiary” of any person shall mean a subsidiary of such person of which securities (except for directors’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at the time any determination is being made, owned, controlled or held by such person or one or more wholly owned Subsidiaries of such person or by such person and one or more wholly owned Subsidiaries of such person.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Terms Generally.  The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to,

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this Agreement unless the context shall otherwise require.  Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if, before or after any change in GAAP occurs, the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate the effect of any such change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then the Borrower’s compliance with such covenant (and the computations made for purposes of determining the Applicable Percentage) shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

SECTION 1.03. Pro Forma Calculations.  With respect to any period during which any Permitted Acquisition or Asset Sale occurs as permitted pursuant to the terms hereof, the Leverage Ratio, the Interest Coverage Ratio and the Fixed Charge Coverage Ratio shall be calculated with respect to such period and such Permitted Acquisition or Asset Sale on a Pro Forma Basis.

SECTION 1.04. Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”).  Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

ARTICLE II

The Credits

SECTION 2.01. Commitments.  (a)  Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Lender agrees, severally and not jointly, (i) to make a Term Loan to the Borrower on the Closing Date in a principal amount not to exceed its Term Loan Commitment, and (ii) to make Revolving Loans to the Borrower, at any time and from time to time on or after the date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment.  Within the limits set forth in clause (ii) of the preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

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(b)  Incremental Term Loans.  Each Lender having an Incremental Term Loan Commitment hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the applicable Incremental Term Loan Assumption Agreement and in reliance on the representations and warranties set forth herein and in the other Loan documents, to make Incremental Term Loans to the Borrower, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.  Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.

SECTION 2.02. Loans.  (a)  Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).  Except for Swingline Loans and Loans deemed made pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) (A) in the case of a Revolving Borrowing, an integral multiple of $1,000,000 and not less than $1,000,000 or (B) in the case of a Term Loan Borrowing, an integral multiple of $1,000,000 and not less than $5,000,000 (except with respect to any Incremental Term Borrowing, to the extent otherwise provided in the related Incremental Term Loan Assumption Agreement) or (ii) in the case of any Borrowing, equal to the remaining available balance of the applicable Commitments.

(b)  Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant to Section 2.03.  Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.  Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than six Eurodollar Borrowings outstanding hereunder at any time.  For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)  Except with respect to Swingline Loans and Loans made pursuant to Section 2.02(f), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 12:00 (noon), New York City time, and the Administrative Agent shall promptly transfer the amounts so received to the account designated by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amounts so received to the respective Lenders.

(d)  Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and the Administrative Agent may, in

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reliance upon such assumption, make available to the Borrower on such date a corresponding amount.  If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error).  If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.

(e)  Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Revolving Credit Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date.

(f)  If the Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.23(e) within the time specified in such Section, the Issuing Bank will promptly notify the Administrative Agent of the L/C Disbursement and the Administrative Agent will promptly notify each Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage thereof.  Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Credit Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of such L/C Disbursement (it being understood that such amount shall be deemed to constitute an ABR Revolving Loan of such Lender and such payment shall be deemed to have reduced the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing Bank amounts so received by it from the Revolving Credit Lenders.  The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit Lender makes any payment pursuant to this paragraph (f); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Credit Lenders that shall have made such payments and to the Issuing Bank, as their interests may appear.  If any Revolving Credit Lender shall not have made its Pro Rata Percentage of such L/C Disbursement available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum equal to the interest rate applicable to Revolving Loans pursuant to Section 2.06(a), and (ii) in the case of such Lender, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate.

SECTION 2.03. Borrowing Procedure.  In order to request a Borrowing (other than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax to the Administrative Agent

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(or give telephonic notice promptly confirmed by written notice) a duly completed Borrowing Request (a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 (noon), New York City time, one Business Day before a proposed Borrowing.  Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing, an Incremental Term Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing (provided that until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitment has been completed (which notice shall be given as promptly as practicable and, in any event, within 14 days after the Closing Date), the Borrower shall not be permitted to request a Eurodollar Borrowing); (ii) the date of such Borrowing (which shall be a Business Day); (iii) the number and location of the account to which funds are to be disbursed; (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02.  If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested Borrowing.

SECTION 2.04. Evidence of Debt; Repayment of Loans.  (a)  The Borrower hereby unconditionally promises to pay to each Lender, through the Administrative Agent, (i) the principal amount of each Term Loan of such Lender as provided in Section 2.11 and (ii) the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Credit Maturity Date.  The Borrower hereby promises to pay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Revolving Credit Maturity Date.

(b)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)  The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Guarantor and each Lender’s share thereof.

(d)  The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such

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accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(e)  Any Lender may request that Loans made by it hereunder be evidenced by a promissory note.  In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

SECTION 2.05. Fees.  (a)  The Borrower agrees to pay to each Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year and on each date on which any Commitment of such Lender shall expire or be terminated as provided herein, a commitment fee (a “Commitment Fee”) equal to 0.50% per annum on the daily unused amount of the Commitments of such Lender (other than the Swingline Commitment) during the preceding quarter (or other period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Commitments of such Lender shall expire or be terminated).  All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.  The Commitment Fee due to each Lender shall commence to accrue on the date hereof and shall cease to accrue on the date on which the Commitment of such Lender shall expire or be terminated as provided herein.  For purposes of calculating Commitment Fees only, no portion of the Revolving Credit Commitments shall be deemed utilized as a result of outstanding Swingline Loans.

(b)  The Borrower agrees to pay to the Administrative Agent, for its own account, the administration fees set forth in the Fee Letter at the times and in the amounts specified therein (the “Administrative Agent Fees”).

(c)  The Borrower agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last Business Day of March, June, September and December of each year and on the date on which the Revolving Credit Commitment of such Lender shall be terminated as provided herein, a fee (an “L/C Participation Fee”) calculated on such Lender’s Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which all Letters of Credit have been canceled or have expired and the Revolving Credit Commitments of all Lenders shall have been terminated) at a rate per annum equal to the Applicable Percentage from time to time used to determine the interest rate on Revolving Credit Borrowings comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing Bank with respect to each Letter of Credit the standard fronting, issuance and drawing fees specified from time to time by the Issuing Bank (the “Issuing Bank Fees”).  All L/C Participation Fees and Issuing Bank Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

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(d)  All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Issuing Bank Fees shall be paid directly to the Issuing Bank.  Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06. Interest on Loans.  (a)  Subject to the provisions of Section 2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate is determined by reference to the Prime Rate and over a year of 360 days at all other times and calculated from and including the date of such Borrowing to but excluding the date of repayment thereof) at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage in effect from time to time.

(b)  Subject to the provisions of Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Percentage in effect from time to time.

(c)  Interest on each Loan shall be payable to the applicable Lenders, through the Administrative Agent, on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement.  The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.07. Default Interest.  Any amount (whether of principal, interest, Fees or otherwise) not paid when due hereunder or under any other Loan Document shall bear interest, to the extent permitted by law (after as well as before judgment), payable on demand, (a) in the case of principal, at the rate otherwise applicable thereto pursuant to Section 2.06 plus 2.00% per annum and (b) in all other cases, at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) equal to the rate that would be applicable to an ABR Term Loan plus 2.00% per annum.

SECTION 2.08. Alternate Rate of Interest.  In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to a majority in interest of the Lenders participating or to participate in such Loan of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or fax notice of such determination to the Borrower and the Lenders.  In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a request for an ABR

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Borrowing.  Each determination by the Administrative Agent under this Section 2.08 shall be conclusive absent manifest error.

SECTION 2.09. Termination and Reduction of Commitments.  (a)  The Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date.  Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on August 15, 2003, if the initial Credit Event shall not have occurred by such time.

(b)  Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000 and (ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Revolving Credit Exposure at the time.

(c)  Each reduction in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments.  The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of termination of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination.

SECTION 2.10. Conversion and Continuation of Borrowings.  The Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing, (b) not later than 12:00 (noon), New York City time, three Business Days prior to conversion or continuation, to convert any ABR Borrowing into a Eurodollar Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for an additional Interest Period, and (c) not later than 12:00 (noon), New York City time, three Business Days prior to conversion, to convert the Interest Period with respect to any Eurodollar Borrowing to another permissible Interest Period, subject in each case to the following:

(i) until the Administrative Agent shall have notified the Borrower that the primary syndication of the Commitments has been completed (which notice shall be given as promptly as practicable and, in any event, within 14 days after the Closing Date), no ABR Borrowing may be converted into a Eurodollar Borrowing;

(ii) each conversion or continuation shall be made pro rata among the Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Borrowing;

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(iii) if less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(iv) each conversion shall be effected by each Lender and the Administrative Agent by recording for the account of such Lender the new Loan of such Lender resulting from such conversion and reducing the Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on any Eurodollar Loan (or portion thereof) being converted shall be paid by the Borrower at the time of conversion;

(v) if any Eurodollar Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.16; and

(vi) after the occurrence and during the continuance of a Default specified in clause (b) or (c) of Article VII (without regard to any applicable grace period in such clause (c)), no outstanding Loan may be converted into, or continued as, a Eurodollar Loan.

Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Borrowing that the Borrower requests be converted or continued, (ii) whether such Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto.  If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  The Administrative Agent shall advise the Lenders of any notice given pursuant to this Section 2.10 and of each Lender’s portion of any converted or continued Borrowing.  If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Eurodollar Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing.

SECTION 2.11. Repayment of Term Borrowings.  (a)  The Borrower shall pay to the applicable Lenders, through the Administrative Agent, on the dates set forth below, or if any such date is not a Business Day, on the next preceding Business Day (each such date being called a “Repayment Date”), a principal amount of the Term Loans (as adjusted from time to time pursuant to Sections 2.11(c), 2.12, 2.13(f) and 2.24(d)) equal to the amount set forth below for such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment:

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Repayment Date	Amount
December 31, 2003	$	737,500
March 31, 2004	$	737,500
June 30, 2004	$	737,500
September 30, 2004	$	737,500
December 31, 2004	$	737,500
March 31, 2005	$	737,500
June 30, 2005	$	737,500
September 30, 2005	$	737,500
December 31, 2005	$	737,500
March 31, 2006	$	737,500
June 30, 2006	$	737,500
September 30, 2006	$	737,500
December 31, 2006	$	737,500
March 31, 2007	$	737,500
June 30, 2007	$	737,500
September 30, 2007	$	737,500
December 31, 2007	$	737,500
March 31, 2008	$	737,500
June 30, 2008	$	737,500
September 30, 2008	$	737,500
December 31, 2008	$	737,500
March 31, 2009	$	737,500
June 30, 2009	$	737,500
Term Loan Maturity Date	$	278,037,500

(b)  The Borrower shall pay to the Administrative Agent, for the account of the Lenders, on each Incremental Term Loan Repayment Date, a principal amount of the Other Term Loans (as adjusted from time to time pursuant to Sections 2.11(c), 2.12 and 2.13(f)) equal to the amount set forth for such date in the applicable Incremental Term Loan Assumption Agreement, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(c)  In the event and on each occasion that any Term Loan Commitment (other than any Incremental Term Loan Commitment) shall be reduced or shall expire or terminate other than as a result of the making of a Term Loan, the installments payable on each Repayment Date shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination.

(d)  To the extent not previously paid, all Term Loans shall be due and payable on the Term Loan Maturity Date and all Incremental Term Loans shall be due and payable on the applicable Incremental Term Loan Maturity Date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of payment.

(e)  All repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

SECTION 2.12. Optional Prepayments.  (a)  The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three

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Business Days’ prior written or fax notice (or telephonic notice promptly confirmed by written notice) in the case of Eurodollar Loans, or written or fax notice (or telephonic notice promptly confirmed by written notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $500,000.

(b)  Optional prepayments of Term Loans shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such optional prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans.

(c)  Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein.  All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty.  All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; provided, however, that in the case of a prepayment of an ABR Revolving Loan or a Swingline Loan that is not made in connection with a termination of the Revolving Credit Commitments, the accrued and unpaid interest on the principal amount prepaid shall be payable on the next scheduled Interest Payment Date with respect to such ABR Revolving Loan or Swingline Loan.

SECTION 2.13. Mandatory Prepayments.  (a)  In the event of any termination of all the Revolving Credit Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit. If as a result of any partial reduction of the Revolving Credit Commitments the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect thereto, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or replace outstanding Letters of Credit in an amount sufficient to eliminate such excess.

(b)  Not later than the third Business Day following the completion of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f).

(c)  If at the time of any Equity Issuance the Leverage Ratio (after giving effect to such Equity Issuance and the proposed use of the proceeds thereof) would be greater than 3.50 to 1.00, then the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 50% of the Net Cash Proceeds therefrom (or such lesser percentage as shall be necessary to achieve such a 3.50 to 1.00 Leverage Ratio) to prepay outstanding Term Loans in accordance with Section 2.13(f).

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(d)  No later than the earlier of (i) 95 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending on September 30, 2004, and (ii) the date on which the financial statements with respect to such period are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to 50% of Excess Cash Flow for the fiscal year then ended; provided, however, that in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.75 to 1.00 and greater than 3.25 to 1.00, then such amount shall be reduced to 25% of such Excess Cash Flow and in the event the Leverage Ratio at the end of such fiscal year was equal to or less than 3.25 to 1.00, no such prepayment shall be required.

(e)  In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness for money borrowed (or similar transaction evidenced by bonds, debentures, notes or similar instruments) of any Loan Party or any subsidiary of a Loan Party (other than Indebtedness for money borrowed (or similar transaction evidenced by bonds, debentures, notes or similar instruments) permitted pursuant to Section 6.01, except for Indebtedness incurred under the proviso to Section 6.01(g) to the extent the proceeds thereof are not applied to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses)), the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f).

(f)  Mandatory prepayments of outstanding Term Loans under this Agreement shall be allocated ratably between the Term Loans and the Other Term Loans, if any, and shall be applied first, in chronological order to the installments of principal in respect of the Term Loans and Other Term Loans scheduled to be paid within 12 months after such mandatory prepayment and second, pro rata against the remaining scheduled installments of principal due in respect of the Term Loans and Other Term Loans under Section 2.11.

(g)  The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment.  Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid.  All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.

SECTION 2.14. Reserve Requirements; Change in Circumstances.  (a)  Notwithstanding any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or the Issuing Bank (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein, and the result of any of the foregoing shall be to increase the cost to such Lender or the Issuing Bank of

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making or maintaining any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount deemed by such Lender or the Issuing Bank to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, upon demand such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.

(b)  If any Lender or the Issuing Bank shall have determined that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made or participations in Letters of Credit purchased by such Lender pursuant hereto or the Letters of Credit issued by the Issuing Bank pursuant hereto to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy) by an amount deemed by such Lender or the Issuing Bank to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c)  A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the Issuing Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

(d)  Failure or delay on the part of any Lender or the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender or the Issuing Bank under paragraph (a) or (b) above with respect to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such Lender or the Issuing Bank knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any Change in Law within such 120-day period.  The protection of this Section shall be available to each Lender and the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

SECTION 2.15. Change in Legality.  (a)  Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any

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Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent:

(i) such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon any request for a Eurodollar Borrowing (or to convert an ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn; and

(ii) such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(b)  For purposes of this Section 2.15, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

SECTION 2.16. Indemnity.  The Borrower shall indemnify each Lender against any loss or expense that such Lender may sustain or incur as a consequence of (a) any event, other than a default by such Lender in the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount on account of the principal of any Eurodollar Loan prior to the end of the Interest Period in effect therefor, (ii) the conversion of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period with respect to any Eurodollar Loan, in each case other than on the last day of the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made by such Lender (including any Eurodollar Loan to be made pursuant to a conversion or continuation under Section 2.10) not being made after notice of such Loan shall have been given by the Borrower hereunder (any of the events referred to in this clause (a) being called a “Breakage Event”) or (b) any default in the making of any payment or prepayment required to be made hereunder.  In the case of any Breakage Event, such loss shall include an amount equal to the excess, as reasonably determined by such Lender, of (i) its cost of obtaining funds for the Eurodollar Loan that is the subject of such Breakage Event for the period from the date of such Breakage Event to the last day of the Interest Period in effect (or that would have been in effect) for such Loan over (ii) the amount of interest likely to be realized by such Lender in redeploying the funds released or not utilized by reason of such Breakage Event for such period, but such loss shall not, in any event, include any lost profit or loss of

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applicable margin.  A certificate of any Lender setting forth any amount or amounts which such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error.

SECTION 2.17. Pro Rata Treatment.  Except as required under Section 2.15, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans, each payment of the Commitment Fees or the L/C Participation Fees, each reduction of the Term Loan Commitments or the Revolving Credit Commitments and each conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding Loans or participations in L/C Disbursements, as applicable).  Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount.

SECTION 2.18. Sharing of Setoffs.  Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid amount of all Loans and L/C Exposure then outstanding as the amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest.  The Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

SECTION 2.19. Payments.  (a)  The Borrower shall make each payment (including principal of or interest on any Borrowing or any L/C Disbursement or any Fees or other amounts) hereunder and under any other Loan Document not later than 12:00 (noon), New York City time, on the date when due in immediately available dollars, without setoff, defense or counterclaim.  Each such payment (other than (i) Issuing Bank Fees, which shall be paid directly

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to the Issuing Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid directly to the Swingline Lender except as otherwise provided in Section 2.21(e)) shall be made to the Administrative Agent at its offices at Eleven Madison Avenue, New York, NY 10010, or at such other location as the Administrative Agent shall notify the Borrower from time to time in accordance with Section 9.01.  The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof.

(b)  Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

SECTION 2.20. Taxes.  (a)  Any and all payments by or on account of any obligation of the Borrower or any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or such Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower or such Loan Party shall make such deductions and (iii) the Borrower or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)  In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)  The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any Loan Party hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto (other than penalties or interest attributable to (i) a failure or delay by the Administrative Agent or such Lender, as applicable, in making such written demand to the Borrower or (ii) the gross negligence or wilful misconduct of the Administrative Agent or such Lender, as applicable), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)  As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower or any other Loan Party to a Governmental Authority, the Borrower shall deliver to the

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Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)  Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.  (a)  In the event (i) any Lender or the Issuing Bank delivers a certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank pursuant to Section 2.20 or (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required Lenders, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank and the Administrative Agent, require such Lender or the Issuing Bank to transfer and assign, without recourse, representation or warranty, except as to warranty as to its ownership of the assigned obligations (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment, waiver or other modification of any Loan Document (which assignee may be another Lender, if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, (y) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, and (z) the Borrower or such assignee shall have paid to the affected Lender or the Issuing Bank in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment on the outstanding Loans or L/C Disbursements of such Lender or the Issuing Bank plus all Fees and other amounts accrued for the account of such Lender or the Issuing Bank hereunder (including any amounts under Section 2.14 and Section 2.16); provided further that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s or the Issuing Bank’s claim for compensation under Section 2.14 or notice under Section 2.15 or the amounts paid pursuant to Section 2.20, as the case may be, cease to cause such Lender or the Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.15, or cease to result in amounts being payable under Section 2.20, as the case may be (including as a result of any action taken by such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such Lender or the Issuing Bank shall waive its right to claim further

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compensation under Section 2.14 in respect of such circumstances or event or shall withdraw its notice under Section 2.15 or shall waive its right to further payments under Section 2.20 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender or the Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder.

(b)  If (i) any Lender or the Issuing Bank shall request compensation under Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in Section 2.15 or (iii) the Borrower is required to pay any additional amount to any Lender or the Issuing Bank or any Governmental Authority on account of any Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender or the Issuing Bank shall use reasonable efforts (which shall not require such Lender or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its offices, branches or Affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or enable it to withdraw its notice pursuant to Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the Issuing Bank in connection with any such filing or assignment, delegation and transfer.

SECTION 2.22. Swingline Loans.  (a)  Swingline Commitment.  Subject to the terms and conditions and relying upon the representations and warranties herein set forth, the Swingline Lender agrees to make loans to the Borrower at any time and from time to time on and after the Closing Date and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of all Swingline Loans exceeding $5,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any Swingline Loan, exceeding the Total Revolving Credit Commitment.  Each Swingline Loan shall be in a principal amount that is an integral multiple of $100,000 and not less than $100,000.  The Swingline Commitment may be terminated or reduced from time to time as provided herein.  Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein.

(b)  Swingline Loan Borrowing Procedure. The Borrower shall notify the Swingline Lender by fax, or by telephone (confirmed by fax), not later than 12:00 (noon), New York City time, on the day of a proposed Swingline Loan.  Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan and the wire transfer instructions for the account of the Borrower to which the proceeds of such Swingline Loan should be transferred. The Swingline Lender shall promptly make each Swingline Loan by wire transfer to the account specified by the Borrower in such request.

(c)  Prepayment.  The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice (or telephonic

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notice promptly confirmed by written notice) to the Swingline Lender and to the Administrative Agent before 12:00 (noon), New York City time on the date of prepayment at the Swingline Lender’s address for notices specified on Schedule 2.01.

(d)  Interest.  Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest at the rate provided for the ABR Revolving Loans as provided in Section 2.06(a).

(e)  Participations.  The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day require the Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding.  Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Credit Lenders will participate.  The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan or Loans.  In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan or Loans.  Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.  Each Revolving Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders.  The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender.  Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.

SECTION 2.23. Letters of Credit.  (a)  General.  The Borrower may request the issuance of a Letter of Credit for its own account or for the account of any Subsidiary, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time while the Revolving Credit Commitments remain in effect.  This Section shall not be construed to impose an obligation upon the Issuing Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement.

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(b)  Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  In order to request the issuance of a Letter of Credit (or to amend, renew or extend an existing Letter of Credit), the Borrower shall hand deliver or fax to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) below), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare such Letter of Credit. The Issuing Bank shall promptly (i) notify the Administrative Agent in writing of the amount and expiry date of each Letter of Credit issued by it and (ii) provide a copy of each such Letter of Credit (and any amendments, renewals or extensions thereof) to the Administrative Agent.  A Letter of Credit shall be issued, amended, renewed or extended only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension (i) the L/C Exposure shall not exceed $15,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment.  The Borrower shall be deemed to have complied with the notification and other information delivery requirements set forth in this Section 2.23(b) in respect of the Letter of Credit in the form attached hereto as Schedule 2.23(b), which Letter of Credit shall be issued on the Closing Date.

(c)  Expiration Date.  Each Letter of Credit shall expire at the close of business on the earlier of the date one year after the date of the issuance of such Letter of Credit and the date that is five Business Days prior to the Revolving Credit Maturity Date, unless such Letter of Credit expires by its terms on an earlier date; provided, that a Letter of Credit may, upon the request of the Borrower, include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of 12 months or less (but not beyond the date that is five Business Days prior to the Revolving Credit Maturity Date) unless the Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed.

(d)  Participations.  By the issuance of a Letter of Credit and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit.  In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) forthwith on the date due as provided in Section 2.02(f).  Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

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(e)  Reimbursement.  If the Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall pay to the Administrative Agent (or directly to the Issuing Bank, with concurrent notice to the Administrative Agent) an amount equal to such L/C Disbursement not later than two hours after the Borrower shall have received notice from the Issuing Bank that payment of such draft will be made, or, if the Borrower shall have received such notice later than 10:00 a.m., New York City time, on any Business Day, not later than 10:00 a.m., New York City time, on the immediately following Business Day.

(f)  Obligations Absolute.  The Borrower’s obligations to reimburse L/C Disbursements as provided in paragraph (e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower, any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Issuing Bank, the Administrative Agent or any Lender or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi) any other act or omission to act or delay of any kind of the Issuing Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

Without limiting the generality of the foregoing, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower hereunder to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Issuing Bank.  However, the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof; it is understood that the Issuing Bank may accept

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documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit (i) the Issuing Bank’s exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of the Issuing Bank.

(g)  Disbursement Procedures.  The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit.  The Issuing Bank shall as promptly as possible give telephonic notification, confirmed by fax, to the Administrative Agent and the Borrower of such demand for payment and whether the Issuing Bank has made or will make an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any such L/C Disbursement.  The Administrative Agent shall promptly give each Revolving Credit Lender notice thereof.

(h)  Interim Interest.  If the Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of the Issuing Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment by the Borrower or the date on which interest shall commence to accrue thereon as provided in Section 2.02(f), at the rate per annum that would apply to such amount if such amount were an ABR Revolving Loan.

(i)  Resignation or Removal of the Issuing Bank.  The Issuing Bank may resign at any time by giving 30 days’ prior written notice to the Administrative Agent, the Lenders and the Borrower, and may be removed at any time by the Borrower by notice to the Issuing Bank, the Administrative Agent and the Lenders.  Subject to the next succeeding paragraph, upon the acceptance of any appointment as the Issuing Bank hereunder by a Lender that shall agree to serve as successor Issuing Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Issuing Bank and the retiring Issuing Bank shall be discharged from its obligations to issue additional Letters of Credit hereunder.  At the time such removal or resignation shall become effective, the Borrower shall pay all accrued and unpaid fees pursuant to Section 2.05(c)(ii).  The acceptance of any appointment as the Issuing Bank hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Issuing Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be

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deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require.  After the resignation or removal of the Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.

(j)  Cash Collateralization.  If any Event of Default shall occur and be continuing, the Borrower shall, on the Business Day it receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit) thereof and of the amount to be deposited, deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C Exposure as of such date; provided, however, that the obligation to deposit such cash shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (g) or (h) or Article VII.  Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations.  The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account.  Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent, such deposits shall not bear interest.  Interest or profits, if any, on such investments shall accumulate in such account.  Moneys in such account shall (i) automatically be applied by the Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for which it has not been reimbursed, (ii) be held for the satisfaction of the reimbursement obligations of the Borrower for the L/C Exposure at such time and (iii) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy the Obligations.  If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(k)  Additional Issuing Banks.  The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of the Agreement.  Any Lender designated as an issuing bank pursuant to this paragraph (k) shall be deemed to be an “Issuing Bank” (in addition to being a Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to the other Issuing Bank and such Lender.

SECTION 2.24. Increase in Term Loan Commitments.  (a)  The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount not to exceed the Incremental Term Loan Amount from one or more Incremental Term Lenders, which may include any existing Lender; provided that each Incremental Term Lender, if not already a Lender hereunder, shall be subject to the approval of

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the Administrative Agent (which approval shall not be unreasonably withheld).  Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Other Term Loans”).

(b)  The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender.  Each Incremental Term Loan Assumption Agreement shall specify the terms of the Incremental Term Loans to be made thereunder; provided that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date and (ii) the average life to maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Term Loans and provided further that, if the interest rate margin in respect of any Other Term Loan would exceed the Applicable Percentage for the Term Loans by more than ½ of 1%, the Applicable Percentage for the Term Loans shall be increased so that the interest rate margin in respect of such Other Term Loan is no more than ½ of 1% higher than the Applicable Percentage for the Term Loans.  The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement.  Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitment evidenced thereby as provided for in Section 9.08(b).  Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(c)  Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.24 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders) legal opinions, board resolutions and other closing certificates and documentation consistent with those delivered on the Closing Date under Section 4.02 and (iii) the Borrower would be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment and the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date.

(d)  Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis, and the Borrower agrees that Section 2.16 shall apply to any conversion of Eurodollar Term Loans to ABR Term Loans reasonably required by the Administrative Agent to effect the foregoing.  In addition, to the extent any Incremental Term

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Loans are not Other Term Loans, the scheduled amortization payments under Sections 2.11(a) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

ARTICLE III

Representations and Warranties

Each of Holdings and the Borrower represents and warrants to the Administrative Agent, the Collateral Agent, the Issuing Bank and each of the Lenders that (both prior to and after giving effect to the Merger, with each reference to Holdings prior to the Merger being deemed to be a reference to both Holdings and TransDigm Holdings and each reference to the Borrower prior to the Merger being deemed to be a reference to both the Borrower and TransDigm):

SECTION 3.01. Organization; Powers.  Holdings, the Borrower and each of the Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated hereby or thereby to which it is or will be a party and, in the case of the Borrower, to borrow hereunder.

SECTION 3.02. Authorization.  The Transactions (a) have been duly authorized by all requisite corporate and, if required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of Holdings, the Borrower or any Subsidiary, (B) any order of any Governmental Authority or (C) any provision of any indenture, material agreement or other material instrument to which Holdings, the Borrower or any Subsidiary is a party or by which any of them or any of their property is or may be bound, (ii) except as set forth on Schedule 3.02, be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, material agreement or other material instrument or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings, the Borrower or any Subsidiary (other than any Lien created hereunder or under the Security Documents).

SECTION 3.03. Enforceability.  This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms.

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SECTION 3.04. Governmental Approvals.  Except as set forth on Schedule 3.04, no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions, except for (a) the filing of Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office, (b) recordation of any Mortgages and (c) such as have been made or obtained and are in full force and effect or which are not material to the consummation of the Transactions.

SECTION 3.05. Financial Statements.  (a)  The Borrower has heretofore furnished to the Lenders (i) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of TransDigm Holdings and its consolidated subsidiaries as of and for the fiscal years ended September 30, 2000, 2001 and 2002, each audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, (ii) the unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of TransDigm Holdings and its consolidated subsidiaries as of and for each fiscal quarter subsequent to September 30, 2002 ended 45 days before the Closing Date and (iii) the unaudited consolidated balance sheet and related statement of income of TransDigm Holdings and its consolidated subsidiaries as of and for each fiscal month subsequent to the date of the most recent unaudited quarterly financial statements furnished under clause (ii) ended 30 days before the Closing Date.  Such financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of TransDigm Holdings and its consolidated subsidiaries as of such dates and for such periods.  Except as set forth on Schedule 3.05(a), such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of TransDigm Holdings and its consolidated subsidiaries as of the dates thereof.  Such financial statements were prepared in accordance with GAAP applied on a consistent basis, except that the unaudited financial statements are subject to normal year-end adjustments and do not contain notes thereto.

(b)  The Borrower has heretofore delivered to the Lenders the unaudited pro forma consolidated balance sheet of TransDigm Holdings and its consolidated subsidiaries at March 29, 2003, and the unaudited pro forma consolidated statements of operations of TransDigm Holdings and its consolidated subsidiaries for the twelve months ended September 30, 2002, for the six months ended March 29, 2003, for the six months ended March 30, 2002 and for the twelve months ended March 29, 2003, in each case prepared giving effect to the Transactions and the Norco Acquisition as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on October 1, 2001.  Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect, in all material respects, all adjustments required to be made to give effect to the Transactions and present fairly, in all material respects, on a pro forma basis the estimated consolidated financial position of TransDigm Holdings and its consolidated subsidiaries as of such date and for such periods, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be.

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SECTION 3.06. No Material Adverse Change.  No event, change or condition has occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, since March 29, 2003.

SECTION 3.07. Title to Properties; Possession Under Leases.  (a)  Each of Holdings, the Borrower and each of the Subsidiaries has good and marketable title to, or valid leasehold interests in, all its material properties and material assets, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and material assets for their intended purposes.  All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.

(b)  Each of Holdings, the Borrower and each of the Subsidiaries has complied with all material obligations due and payable or required to be performed under all material leases to which it is a party and all such material leases are in full force and effect.  Each of Holdings, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except where the failure to so enjoy could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.08. Subsidiaries.  Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries and the percentage ownership interest of Holdings or the Borrower therein.  The shares of Equity Interests so indicated on Schedule 3.08 are owned by Holdings or the Borrower, directly or indirectly, free and clear of all Liens (other than Liens created under the Security Documents).

SECTION 3.09. Litigation; Compliance with Laws.  (a)  Except as set forth on Schedule 3.09, there are not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Holdings or the Borrower, threatened against or affecting Holdings, the Borrower, any Subsidiary or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b)  Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.09 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

(c)  None of Holdings, the Borrower or any of the Subsidiaries or any of their respective material properties or material assets is in violation of, nor will the continued operation of their material properties and material assets as currently conducted violate, any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits), or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

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SECTION 3.10. Agreements.  (a)  None of Holdings, the Borrower or any of the Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b)  None of Holdings, the Borrower or any of the Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Federal Reserve Regulations.  (a)  None of Holdings, the Borrower or any of the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(b)  No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, the provisions of the Regulations of the Board, including Regulation T, U or X.

SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.  None of Holdings, the Borrower or any Subsidiary is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.13. Use of Proceeds.  The Borrower will use the proceeds of the Loans (other than any Incremental Term Loans) and will request the issuance of Letters of Credit only for the purposes specified in the preamble to this Agreement.  The Borrower will use the proceeds of any Incremental Term Loans solely as set forth in the applicable Incremental Term Loan Assumption Agreement.

SECTION 3.14. Tax Returns.  Each of the Holdings, the Borrower and each of the Subsidiaries has filed or caused to be filed all Federal and all material state, local and foreign tax returns or materials required to have been filed by it and has paid or caused to be paid all material taxes due and payable by it and all assessments received by it, except taxes that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Subsidiary, as applicable, shall have set aside on its books adequate reserves and except for taxes the nonpayment of which could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.15. No Material Misstatements.  None of (a) the Confidential Information Memorandum or (b) any other information, report, financial statement, exhibit or schedule furnished by or on behalf of Holdings or the Borrower to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto contained, which, in the case of clauses (a) and (b), when taken as a whole and together with the representations and warranties contained in this Agreement, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under

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which they were, are or will be made, not misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection, each of Holdings and the Borrower represents only that it acted in good faith and utilized reasonable assumptions and due care in the preparation of such information, report, financial statement, exhibit or schedule and it is understood that actual results may differ from forecasts and projections.

SECTION 3.16. Employee Benefit Plans.  Each of the Borrower and each of its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect.  The present value of all benefit liabilities under any underfunded Plan (based on the assumptions used to fund such plan and when considered together with all such underfunded Plans) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.17. Environmental Matters.  (a)  Except as set forth in Schedule 3.17 and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or any of the Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(b)  Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.17 that, individually or in the aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

SECTION 3.18. Insurance.  Schedule 3.18 sets forth a true, complete and correct description of all insurance maintained by the Borrower or by the Borrower for its Subsidiaries as of the date hereof and the Closing Date.  As of each such date, such insurance is in full force and effect and all premiums have been duly paid if due.  The Borrower and its Subsidiaries have insurance in such amounts and covering such risks and liabilities as are, when considered in its entirety, in the good faith judgment of the Borrower prudent in the ordinary course of business of the Borrower and its Subsidiaries.

SECTION 3.19. Security Documents.  (a)  The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are filed in the offices

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specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral as to which a security interest may be perfected by such a filing (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

(b)  Upon the recordation of the Guarantee and Collateral Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof).

(c)  The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

SECTION 3.20. Location of Real Property and Leased Premises.  Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof.  The Borrower and the Subsidiaries, as the case may be, as of the Closing Date, own in fee all the real property set forth on Schedule 3.20(a).  Schedule 3.20(b) lists completely and correctly as of the Closing Date all material real property leased by the Borrower and the Subsidiaries and the addresses thereof.  The Borrower and the Subsidiaries, as the case may be, as of the Closing Date, have valid leasehold interests in all the real property set forth on Schedule 3.20(b).

SECTION 3.21. Labor Matters.  As of the date hereof and the Closing Date, there are no strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary pending or, to the knowledge of Holdings or the Borrower, threatened.  The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any Subsidiary is bound.  Except to the extent any of the following, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) the hours worked by and payments made to employees of Holdings, the Borrower and the Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters and (b) all payments due from Holdings, the Borrower

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or any Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary.

SECTION 3.22. Solvency.  Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of each Loan Party will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) each Loan Party will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (d) each Loan Party will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

SECTION 3.23. Representations and Warranties in Transaction Documents.  All representations and warranties set forth in the Merger Agreement were true and correct at the time as of which such representations and warranties were made (or deemed made) except where the failure to be true and correct could not reasonably be likely to have a Material Adverse Effect.

SECTION 3.24. Senior Indebtedness.  The Obligations constitute “Senior Indebtedness” under and as defined in the Subordinated Note Documents.

SECTION 3.25. Certain Treasury Regulation Matters.  The Borrower does not intend to treat the Loans and related transactions as being a “reportable” transaction (within the meaning of Treasury Regulation 1.6011-4).  The Borrower acknowledges that the Administrative Agent and one or more of the Lenders may treat its Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1 to the extent that the Borrower’s application of the proceeds of the Loans requires the same and the Administrative Agent and such Lender or Lenders, as applicable, may, in connection therewith, maintain such lists and other records as they may determine is required by such Treasury Regulation.

ARTICLE IV

Conditions of Lending

The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder are subject to the satisfaction of the following conditions:

SECTION 4.01. All Credit Events.  On the date of each Borrowing, including each Borrowing of a Swingline Loan and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (each such event being called a “Credit Event”):

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(a)  The Administrative Agent shall have received a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a notice requesting such Swingline Loan as required by Section 2.22(b).

(b)  The representations and warranties set forth in Article III hereof and in each other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date.

(c)  At the time of and immediately after such Credit Event, no Event of Default or Default shall have occurred and be continuing.

Each Credit Event shall be deemed to constitute a representation and warranty by the Borrower and Holdings on the date of such Credit Event as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

SECTION 4.02. First Credit Event.  On the Closing Date:

(a)  The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a favorable written opinion of (i) Willkie Farr & Gallagher, counsel for Holdings and the Borrower, substantially to the effect set forth in Exhibit F-1, and (ii) each local counsel listed on Schedule 4.02(a), substantially to the effect set forth in Exhibit F-2, in each case (A) dated the Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and the Lenders and (C) covering such other matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request, and Holdings and the Borrower hereby request such counsel to deliver such opinions.

(b)  All legal matters incident to this Agreement, the Borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Lenders, to the Issuing Bank and to the Administrative Agent.

(c)  The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the

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Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders, the Issuing Bank or the Administrative Agent may reasonably request.

(d)  The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 and satisfaction of the condition precedent set forth in paragraph 9 of Exhibit D to the Commitment Letter dated June 6, 2003, among Holdings, CSFB and the other Lenders party thereto, relating to the Loans and Commitments contemplated hereby.

(e)  The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(f)  The Security Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Closing Date.  The Collateral Agent on behalf of the Secured Parties shall have a security interest in the Collateral of the type and priority described in each Security Document, except to the extent otherwise provided herein or in such Security Documents.

(g)  The Collateral Agent shall have received a Perfection Certificate with respect to the Loan Parties dated the Closing Date and duly executed by a Responsible Officer of the Borrower, and shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such persons, in which the chief executive office of each such person is located and in the other jurisdictions in which such persons maintain property, in each case as indicated on such Perfection Certificate, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 or have been or will be contemporaneously released or terminated.

(h)  (i)  Each of the Mortgages, substantially in the form of Exhibit G, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under

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Section 6.02, (iii) each of such Mortgages shall have been filed and recorded in the recording office as specified on Schedule 3.19(d) (or a lender’s title insurance policy, in form and substance acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject to any Lien permitted by Section 6.02) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received evidence satisfactory to it of each such filing and recordation and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02.

(i)  The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent on behalf of the Secured Parties as additional insured, in form and substance satisfactory to the Administrative Agent and the Collateral Agent.

(j)  The Acquisition shall have been, or substantially simultaneously with the initial funding of Loans on the Closing Date shall be, consummated in accordance with the Merger Agreement and applicable law, without giving effect to any waiver of any material terms or conditions of the Merger Agreement not approved by the Required Lenders.  The Holdings Common Equity Contribution shall have occurred to the reasonable satisfaction of the Lenders.  The Administrative Agent shall have received copies of the Merger Agreement and all certificates, opinions and other documents delivered thereunder or in connection therewith, certified by a Financial Officer of the Borrower as being complete and correct.  The capitalization, structure and equity ownership of Holdings and the Borrower after giving effect to the Transactions shall not be materially different from those contemplated in the Merger Agreement.

(k)  The Borrower shall have received gross cash proceeds of not less than $400,000,000 from the issuance of the Subordinated Notes.  The terms and conditions of the Subordinated Notes and the provisions of the Subordinated Note Documents shall be reasonably satisfactory to the Administrative Agent.  The Administrative Agent shall have received copies of the Subordinated Note Documents, certified by a Financial Officer of the Borrower as being complete and correct.

(l)  All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Credit Agreement shall have been (or substantially simultaneously with the initial funding of the Loans on the Closing Date shall be) paid in full, the commitments thereunder terminated and all guarantees and security in support thereof irrevocably discharged and released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.  Immediately after giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Subsidiaries shall have outstanding no Indebtedness or preferred stock other than

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(a) Indebtedness outstanding under this Agreement, (b) the Subordinated Notes and (c) Indebtedness set forth on Schedule 6.01.  Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and its Guarantee of the Subordinated Notes and (b) pay-in-kind Indebtedness having terms, and in an amount, satisfactory to the Lenders.

(m)  The Borrower shall have purchased (or substantially simultaneously with the initial funding of Loans shall purchase) each of the issued and outstanding Existing Subordinated Notes tendered (and not withdrawn) pursuant to the Debt Tender Offer at a price reasonably satisfactory to the Administrative Agent (and, if fewer than all of the Existing Subordinated Notes shall have been so purchased, the Borrower shall have irrevocably deposited with the trustee under the indenture governing the Existing Subordinated Notes funds in an amount sufficient to effect the Defeasance).

(n)  The Lenders shall have received the financial statements and opinion referred to in Section 3.05.

(o)  All requisite Governmental Authorities shall have approved or consented to the Transactions and the other transactions contemplated hereby to the extent required, all applicable appeal periods shall have expired and there shall not be any pending or threatened litigation, governmental, administrative or judicial action that could reasonably be expected to prevent or impose materially burdensome conditions on the Transactions or the other transactions contemplated hereby.  All requisite third-party consents necessary for the consummation of the Acquisition shall have been obtained except for those third-party consents where the failure to so obtain such consents would not have a Material Adverse Effect.

ARTICLE V

Affirmative Covenants

Each of Holdings and the Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each of Holdings and the Borrower will, and will cause each of the Subsidiaries to:

SECTION 5.01. Existence; Businesses and Properties.  (a)  Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

(b)  Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect all rights, licenses, permits, franchises, authorizations, patents,

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copyrights, trademarks and trade names used in or relating to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated, including any reasonable extension, development or expansion thereof (including engaging in engineered components businesses not within the aerospace industry); comply with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.02. Insurance.  (a)  Keep its insurable properties adequately insured at all times by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it; and maintain such other insurance as may be required by law.

(b)  Cause all such policies covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss payable endorsement, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Loan Parties under such policies directly to the Collateral Agent; cause all such policies to provide that neither the Borrower, the Administrative Agent, the Collateral Agent nor any other party shall be a coinsurer thereunder and to contain a “Replacement Cost Endorsement”, without any deduction for depreciation, and such other provisions as the Administrative Agent or the Collateral Agent may reasonably require from time to time to protect their interests; deliver original or certified copies of all such policies to the Collateral Agent; cause each such policy to provide that it shall not be canceled, modified or not renewed (i) by reason of nonpayment of premium upon not less than 10 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent (giving the Administrative Agent and the Collateral Agent the right to cure defaults in the payment of premiums) or (ii) for any other reason upon not less than 30 days’ prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent; deliver to the Administrative Agent and the Collateral Agent, prior to the cancellation, modification or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent and the Collateral Agent) together with evidence satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor.

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(c)  If at any time the area in which the Premises (as defined in the Mortgages) are located is designated (i) a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, or (ii) a “Zone 1” area, obtain earthquake insurance in such total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time require.

(d)  With respect to any Mortgaged Property, carry and maintain comprehensive general liability insurance including a “broad form” commercial general liability endorsement and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against any and all claims, in no event for a combined single limit of less than $15,000,000, naming the Collateral Agent as an additional insured, on forms satisfactory to the Collateral Agent.

(e)  Notify the Administrative Agent and the Collateral Agent immediately whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.02 is taken out by the Borrower; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies.

SECTION 5.03. Taxes.  Pay all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge or levy so long as (a) the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Borrower shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP and such contest operates to suspend collection of the contested obligation, tax, assessment or charge and enforcement of a Lien and, in the case of a Mortgaged Property, there is no risk of forfeiture of such property or (b) the nonpayment thereof could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.04. Financial Statements, Reports, etc.  In the case of the Borrower, furnish to the Administrative Agent (either physically or through electronic delivery reasonably acceptable to the Administrative Agent), which shall furnish to each Lender:

(a)  within 95 days after the end of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures for the immediately preceding fiscal year, all audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of the Borrower

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and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)  within 50 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheet and related statements of income, stockholders’ equity and cash flows showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal quarter and the results of its operations and the operations of such Subsidiaries during such fiscal quarter and the then elapsed portion of the fiscal year, and comparative figures for the same periods in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;

(c)  within 30 days after the end of the first two fiscal months of each fiscal quarter, its consolidated balance sheet and related statement of income showing the financial condition of the Borrower and its consolidated Subsidiaries during such fiscal month and the then elapsed portion of the fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;

(d)  concurrently with any delivery of financial statements under paragraph (a), (b) or (c) above, a certificate of the accounting firm (in the case of paragraph (a)) or Financial Officer (in the case of paragraph (b) or (c)) opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations and which may be provided by a Financial Officer if accounting firms generally are not providing such certificates) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.06, 6.10, 6.11, 6.12 and 6.13 and, in the case of a certificate delivered with the financial statements required by paragraph (a) above, (x) setting forth the Borrower’s calculation of Excess Cash Flow and (y) certifying that there has been no change in the business activities, assets or liabilities of Holdings, or if there has been any such change, describing such change in reasonable detail and certifying that Holdings is in compliance with Section 6.08;

(e)  within 45 days after the commencement of each fiscal year of the Borrower, (i) a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year) and (ii) a summary consolidated budget for the fiscal year immediately following such fiscal year, in each case setting forth the assumptions used for purposes of preparing such budget;

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(f)  promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or, after the initial Public Equity Offering (disregarding for purposes of this Section 5.04(f) the Net Cash Proceeds dollar threshold contained in the definition of such term), distributed to its shareholders, as the case may be;

(g)  promptly after the receipt thereof by Holdings or the Borrower or any Subsidiary, a copy of any “management letter” received by any such person from its certified public accountants and the management’s response thereto; and

(h)  promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.05. Litigation and Other Notices.  Furnish to the Administrative Agent, the Issuing Bank and each Lender prompt written notice of the following:

(a)  any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)  the filing or commencement of, or any threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;

(c)  the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its ERISA Affiliates in an aggregate amount exceeding $1,000,000; and

(d)  any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

SECTION 5.06. Information Regarding Collateral.  (a)  Furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s legal name, (ii) in the jurisdiction of organization or formation of any Loan Party, (iii) in any Loan Party’s identity or corporate structure or (iv) in any Loan Party’s Federal Taxpayer Identification Number.  Holdings and the Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral.  Holdings and the Borrower also agree promptly to notify the Administrative Agent if any material portion of the Collateral is damaged or destroyed.

(b)  In the case of the Borrower, each year, at the time of delivery of the annual financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a), deliver to the

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Administrative Agent a certificate of a Financial Officer setting forth the information required pursuant to Section 2 of the Perfection Certificate or confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.06.

SECTION 5.07. Maintaining Records; Access to Properties and Inspections.  Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities.  Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent, the Collateral Agent or any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any Subsidiary at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent, the Collateral Agent or any Lender to discuss the affairs, finances and condition of Holdings, the Borrower or any Subsidiary with the officers thereof and independent accountants therefor.  Except following the occurrence and during the continuance of any Default, the Borrower shall be entitled to have a representative present at all such discussions and to obtain a copy of all written requests for information relating to any Loan Party made by the Administrative Agent, the Collateral Agent or any Lender to any third party.

SECTION 5.08. Use of Proceeds.  Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes set forth in the preamble to this Agreement.

SECTION 5.09. Further Assurances.  Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including (i) filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust and (ii) delivering duly executed deposit account control agreements as contemplated by, and within the time period referred to in, the Guarantee and Collateral Agreement) that may be required under applicable law, or that the Required Lenders, the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents.  The Borrower will cause any subsequently acquired or organized Domestic Subsidiary (other than any Inactive Subsidiary) or any Domestic Subsidiary that ceases to be an Inactive Subsidiary to become a Loan Party by executing the Guarantee and Collateral Agreement and each other applicable Security Document in favor of the Collateral Agent.  In addition, from time to time, the Borrower will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent, the Collateral Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the Borrower and its Subsidiaries (including real and other properties acquired subsequent to the Closing Date, but excluding immaterial leasehold properties and the leasehold property in Fullerton, California)).  Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance satisfactory to the Administrative Agent and the Collateral Agent, and the Borrower shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title

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insurance policies and lien searches) as the Collateral Agent shall reasonably request to evidence compliance with this Section 5.09.  The Borrower agrees to provide such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien.  In furtherance of the foregoing, the Borrower will give prompt notice to the Administrative Agent of the acquisition by it or any of the Subsidiaries of any real property (or any interest in real property) having a value in excess of $250,000.

SECTION 5.10. Certain Treasury Regulation Matters.  In the event the Borrower determines to take any action inconsistent with its intention as set forth in the first sentence of Section 3.25, it will promptly notify the Administrative Agent thereof.

ARTICLE VI

Negative Covenants

Each of Holdings and the Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been cancelled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, neither Holdings nor the Borrower will, nor will they cause or permit any of the Subsidiaries to:

SECTION 6.01. Indebtedness.  Incur, create, assume or permit to exist any Indebtedness, except:

(a)  Indebtedness existing on the date hereof and set forth in Schedule 6.01;

(b)  Indebtedness created hereunder and under the other Loan Documents;

(c)  intercompany Indebtedness of Holdings, the Borrower and the Subsidiaries to the extent permitted by Section 6.04(c);

(d)  Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith); provided that (i) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $10,000,000 at any time outstanding;

(e)  Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all

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Indebtedness incurred pursuant to Section 6.01(d), not in excess of $10,000,000 at any time outstanding;

(f)  Indebtedness under completion guarantees, performance or surety bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business;

(g)  Indebtedness of the Borrower and the Subsidiary Guarantors in respect of the Subordinated Notes in an aggregate principal amount not in excess of $400,000,000 at any time outstanding; provided however, that up to an additional $150,000,000 of such Indebtedness may be incurred so long as the Borrower complies with the provisions of Section 2.13(e);

(h)  Indebtedness acquired or assumed by the Borrower or any Subsidiary in connection with any Permitted Acquisition in an aggregate principal amount not in excess of $20,000,000 at any time outstanding; provided that such Indebtedness existed at the time of such Permitted Acquisition and was not created in connection therewith or in contemplation thereof;

(i)  unsecured subordinated Indebtedness of Holdings or the Borrower (which may be Guaranteed by any Loan Party on a subordinated basis) the proceeds of which are used to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses) in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to the proviso to Section 6.01(g) (to the extent the proceeds thereof are not required to be applied to the prepayment of outstanding Term Loans pursuant to Section 2.13 (e)) and Section 6.01(h), not in excess of $250,000,000 at any time outstanding; provided that such Indebtedness (i) matures after the six-month anniversary of the Term Loan Maturity Date, (ii) requires no scheduled payment of principal prior to its maturity, (iii)  contains subordination provisions that are no less favorable to the Lenders than the subordination provisions contained in the Subordinated Note Documents and (iv) does not require the issuer thereof or any other obligor thereon to maintain any specified financial condition or performance (other than as a condition to the taking of certain actions);

(j)  Indebtedness under or in respect of Hedging Agreements that are not speculative in nature;

(k)  Indebtedness incurred to extend, renew or refinance any Indebtedness described in Section 6.01(a), (d), (g), (h) or (i) (“Refinancing Indebtedness”); provided that (i) such Refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being extended, renewed or refinanced, plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith, (ii) such Refinancing Indebtedness has a later or equal final maturity and a longer or equal weighted average life to maturity than the Indebtedness being extended, renewed or refinanced, (iii) if the Indebtedness being extended, renewed or refinanced is subordinated to the Obligations, the

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Refinancing Indebtedness is subordinated to the Obligations on terms no less favorable to the Lenders than the Indebtedness being extended, renewed or refinanced, (iv) only the obligors in respect of the Indebtedness being extended, renewed or refinanced may become obligated with respect to such Refinancing Indebtedness and (v) the non-economic covenants, events of default, remedies and other provisions of the Refinancing Indebtedness, when taken as a whole, shall be materially no less favorable to the Lenders than those contained in the Indebtedness being extended, renewed or refinanced;

(l)  Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within three Business Days of the incurrence thereof; and

(m)  unsecured Indebtedness of Holdings that is issued as consideration for the repurchase of Equity Interests of Parent owned by employees of Parent, Holdings, the Borrower or the Subsidiaries; provided that such Indebtedness (i) matures at least six months after the Term Loan Maturity Date, (ii) requires no scheduled payment of principal prior to maturity, (iii) permits all interest thereon to be payable in kind rather than cash (at the sole option of Holdings) and (iv) is subordinated to the prior payment in full of the Obligations on terms reasonably acceptable to the Administrative Agent;and

(n)  other Indebtedness of the Borrower or the Subsidiaries in an aggregate principal amount not exceeding $35,000,000 at any time outstanding.

SECTION 6.02. Liens.  Create, incur, assume or permit to exist any Lien on any property or assets (including Equity Interests or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except:

(a)  Liens on property or assets of the Borrower and its Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the date hereof and any extensions, renewals and replacements thereof permitted hereunder;

(b)  any Lien created under the Loan Documents;

(c)  any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien does not materially interfere with the use, occupancy and operation of any Mortgaged Property;

(d)  Liens for taxes not yet due or which are being contested in compliance with Section 5.03;

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(e)  carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03;

(f)  pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations;

(g)  deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h)  zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries as currently operated;

(i)  purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 120 days after such acquisition (or construction), and (iii) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary (it being agreed that transactions with the same vendor or any Affiliate of such vendor may be cross-collateralized);

(j)  Liens arising out of judgments or awards in respect of which Holdings, the Borrower or any of the Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $5,000,000 at any time outstanding;

(k)  any interest or title of a licensor, lessor or sublessor under any license or lease agreement pursuant to which rights are granted to the Borrower or any Subsidiary;

(l)  licenses, leases or subleases granted by the Borrower or any Subsidiary to third persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any Subsidiary;

(m)  Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(n)  restrictions imposed in the ordinary course of business on the sale or distribution of designated inventory pursuant to agreements with customers under which

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such inventory is consigned by the customer or such inventory is designated for sale to one or more customers;

(o)  Liens on the assets of a Foreign Subsidiary that is not a Subsidiary Guarantor securing Indebtedness permitted to be incurred by such Foreign Subsidiary pursuant to Section 6.01; and

(p)  other Liens that do not, individually or in the aggregate, secure obligations (or encumber property with a fair market value) in excess of $5,000,000 at any one time.

SECTION 6.03. Sale and Lease-Back Transactions.  Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale of such property is permitted by Section 6.05 and (b) any Capital Lease Obligations, Synthetic Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as applicable.

SECTION 6.04. Investments, Loans and Advances.  Purchase, hold or acquire any Equity Interests, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except:

(a)  (i) investments by Holdings, the Borrower and the Subsidiaries existing on the date hereof in the Equity Interests of the Borrower and the Subsidiaries and (ii) additional investments by Holdings, the Borrower and the Subsidiaries in the Equity Interests of the Borrower and the Subsidiaries; provided that (A) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Guarantee and Collateral Agreement (subject to the limitations applicable to voting stock of a Foreign Subsidiary referred to therein) and (B) the aggregate amount of investments by Loan Parties in, and loans and advances by Loan Parties to, Subsidiaries that are not Loan Parties (determined without regard to any write-downs or write-offs of such investments, loans and advances) shall not exceed $15,000,000 at any time outstanding;

(b)  Permitted Investments;

(c)  loans or advances made by the Borrower to any Subsidiary and made by the Borrower or any Subsidiary to Holdings, the Borrower or any other Subsidiary; provided that (i) any such loans and advances made by a Loan Party shall be evidenced by a promissory note pledged to the Collateral Agent for the ratable benefit of the Secured Parties pursuant to the Guarantee and Collateral Agreement and (ii) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not Loan Parties shall be subject to the limitation set forth in clause (a) above;

(d)  investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

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(e)  the Borrower and the Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such loans and advances) shall not exceed $10,000,000 at any time;

(f)  the Borrower may enter into Hedging Agreements that are not speculative in nature;

(g)  the Borrower or any Subsidiary may acquire all or substantially all the assets of a person or line of business of such person, or not less than 100% of the Equity Interests (except for directors’ qualifying shares) of a person (referred to herein as the “Acquired Entity”); provided that (i) such acquisition was not preceded by an unsolicited tender offer for such Equity Interests by, or proxy contest initiated by, Holdings, the Borrower or any Subsidiary; (ii) the Acquired Entity shall be a going concern and after giving effect to the acquisition the Borrower shall be in compliance with Section 6.08; (iii) except as otherwise provided in clause (iv)(D) below, the Acquired Entity is located, and substantially all of its operations are conducted, in the United States of America; (iv) at the time of such transaction (A) both before and after giving effect thereto, no Event of Default or Default shall have occurred and be continuing; (B) the Borrower would be in Pro Forma Compliance (assuming for purposes of making such determination with respect to the covenant set forth in Section 6.13 that the Leverage Ratio is at least 0.25 to 1.00 lower than the Leverage Ratio set forth therein and in effect at the time such determination is made); (C) after giving effect to such acquisition, there must be at least $10,000,000 of unused and available Revolving Credit Commitments; and (D) except to the extent consisting of, or financed with the proceeds of, Equity Interests of Holdings, the total consideration paid in connection with such acquisition and any other acquisitions pursuant to this Section 6.04(g) (including any Indebtedness of the Acquired Entity that is assumed, refinanced or repaid by the Borrower or any Subsidiary in connection with or following such acquisition) shall not in the aggregate exceed $250,000,000 (it being agreed that up to $60,000,000 of such amount may relate to acquisitions of Acquired Entities that do not satisfy the requirements of clause (iii) above but otherwise meet all the criteria of this Section 6.04(g)); and (v) the Borrower shall comply, and shall cause the Acquired Entity to comply, with the applicable provisions of Section 5.09 and the Security Documents (any acquisition of an Acquired Entity meeting all the criteria of this Section 6.04(g) being referred to herein as a “Permitted Acquisition”);

(h)  the Borrower and its Subsidiaries may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (including the dating of receivables) of the Borrower or such Subsidiary;

(i)  Holdings may acquire and hold obligations of one or more officers or other employees of Holdings or its subsidiaries in connection with such officers’ or employees’ acquisition of Equity Interests of Holdings;

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(j)  the Borrower and its Subsidiaries may acquire and hold non-cash consideration issued by the purchaser of assets in connection with a sale of such assets to the extent permitted by Section 6.05;

(k)  investments, loans and advances existing on the date hereof and set forth in Schedule 6.04; and

(l)  in addition to investments permitted by paragraphs (a) through (k) above, additional investments, loans and advances by the Borrower and the Subsidiaries (other than investments, loans and advances to Foreign Subsidiaries) so long as the aggregate amount invested, loaned or advanced pursuant to this paragraph (l) (determined without regard to any write-downs or write-offs of such investments, loans and advances) does not exceed $25,000,000 in the aggregate.

SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.  (a)  Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (a) the Borrower and any Subsidiary may purchase and sell inventory, materials and equipment in the ordinary course of business and may license intellectual property in the ordinary course of business and (b) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party), (iii) the Borrower and the Subsidiaries may make Permitted Acquisitions and (iv) any Subsidiary of the Borrower may merge with another person in a transaction constituting an Asset Sale permitted hereunder.

(b)  Engage in any Asset Sale otherwise permitted under paragraph (a) above unless (i) such Asset Sale is for consideration at least 75% of which is cash (other than in the case of a like-kind exchange or trade-in of one asset for another asset used or useful in the business of the Borrower and its Subsidiaries), (ii) such consideration is at least equal to the fair market value of the assets being sold, transferred, leased or disposed of and (iii) other than in the case of the sale of the Borrower’s corporate airplane (or a replacement thereof) or the sale of one or more parcels of real property in connection with the relocation of the operations of the Borrower or any Subsidiary, the fair market value of all assets sold, transferred, leased or disposed of pursuant to this paragraph (b) shall not exceed $20,000,000 in any fiscal year.

SECTION 6.06. Restricted Payments; Restrictive Agreements.  (a)  Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) any Subsidiary may declare and pay dividends or make other

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distributions ratably to its equity holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom (and provided that, in the case of any direct or indirect distribution to Parent, Parent owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of Holdings at the time of such distribution), Holdings may (and the Borrower may make distributions to Holdings to enable Holdings to make distributions to Parent to enable Parent to) repurchase Equity Interests of Parent owned by employees of Parent, Holdings, the Borrower or the Subsidiaries or make payments to employees of Parent, Holdings, the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $5,000,000 in any fiscal year (it being agreed that (A) any amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year, (B) such amount shall be increased by the amount of cash proceeds received by Parent from the sale of Equity Interests of Parent to such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity and (C) any proceeds of key man life insurance actually received by the Borrower or Holdings may be used or distributed by the Borrower or Holdings for purposes of such repurchases without regard to such amount); (iii) the Borrower may make Restricted Payments to Holdings and/or Parent and Holdings may make Restricted Payments to Parent (x) the proceeds of which shall be applied by Holdings and/or Parent to pay out of pocket general corporate and overhead expenses incurred by Holdings and/or Parent and (y) in the form of Tax Payments, to the extent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (B) all Restricted Payments made to Holdings and/or Parent pursuant to this clause (iii) are used by Holdings or Parent, as applicable, for the purposes specified herein within 20 days of the receipt thereof and (C) in the case of any Restricted Payment made to Parent pursuant to this clause (iii), Parent owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of Holdings at the time of such Restricted Payment; (iv) the Borrower may make distributions to Holdings on the Closing Date to enable Holdings to pay the Common Merger Consideration and the Preferred Merger Consideration and fees and expenses incurred in connection with the Transactions; (v) on and after the date of delivery of the financial statements required by Section 5.04(a) (commencing with the financial statements for the fiscal year ending on September 30, 2004), and if at the time of the proposed Restricted Payment the Leverage Ratio is less than 3.25 to 1.00, Holdings and the Borrower may make Restricted Payments in an amount not to exceed the portion of Excess Cash Flow for the immediately preceding fiscal year that is not required to be applied to the prepayment of outstanding Term Loans pursuant to Section 2.13(d), so long as (x) no Default shall have occurred and be continuing or would result therefrom and (y) prior to or contemporaneously with such Restricted Payment, the Borrower shall have made any mandatory prepayment required by Section 2.13(d); and (vi) Holdings and the Borrower may make other Restricted Payments under this clause (vi) in an amount not to exceed $10,000,000 in the aggregate, so long as no Default shall have occurred and be continuing or would result therefrom.

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(b)  Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or the Subordinated Note Documents, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (D) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof and (E) clauses (i) and (ii) of the foregoing shall not apply to restrictions and conditions imposed (1) under Indebtedness of Foreign Subsidiaries permitted by Section 6.01, (2) under Indebtedness permitted under Section 6.01(h) or (3) under contracts with customers entered into in the ordinary course of business that contain restrictions on cash and other deposits or net worth.

SECTION 6.07. Transactions with Affiliates.  Except for transactions by or among Loan Parties, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that (a) the Borrower or any Subsidiary may engage in any of the foregoing transactions at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) dividends and purchases may be paid and effected to the extent provided in Section 6.06, (c) loans, investments and advances may be made to the extent permitted by Sections 6.01 and 6.04, (d) except after the occurrence and during the continuance of a Default specified in clause (b) or (c) of Article VII, management, consulting or advisory fees in an aggregate amount not to exceed $2,500,000 in any fiscal year may be paid by the Borrower to the Sponsor, (e) the Loan Parties may perform their respective obligations under the terms of the Tax Sharing Agreement or any other agreement with any of its Affiliates in effect on the Closing Date and set forth on Schedule 6.07, or any amendments thereto that do not materially increase the Loan Parties’ obligations thereunder, (f) reasonable fees and compensation may be paid to, and indemnities may be provided on behalf of, officers, directors and employees of, and consultants (other than the Sponsor) to, Holdings, the Borrower and the Subsidiaries, as determined by the Board of Directors or appropriate officers of the Borrower in good faith, (g) securities may be issued and other payments, awards or grants (in cash, equity securities or otherwise) may be made pursuant to, or with respect to the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Borrower in good faith, (h) the Loan Parties may perform their respective obligations under the terms of any registration rights agreement, (i) equity securities may be sold and (j) fees may be paid to the Sponsor in respect of any acquisitions or dispositions with respect to which the Sponsor acts as an adviser to Holdings, the Borrower or any Subsidiary in an amount not to exceed 1% of the value of such transaction.

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SECTION 6.08. Business of Holdings, Borrower and Subsidiaries.  (a)  With respect to Holdings, engage in any business activities or have any assets or liabilities other than its ownership of the Equity Interests of the Borrower and liabilities incidental thereto, including its liabilities hereunder and pursuant to the Guarantee and Collateral Agreement.

(b)  With respect to the Borrower and its Subsidiaries, engage at any time in any business or business activity other than the business currently conducted by them and business activities that constitute a reasonable extension, development or expansion thereof (including engaging in engineered components businesses not within the aerospace industry) reasonably incidental thereto.

SECTION 6.09. Other Indebtedness.  (a)  Permit any supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries is outstanding if the effect of such supplement, modification or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in a manner that would be, or could reasonably be expected to be, materially detrimental to the Borrower or the Lenders, as determined in good faith by the Borrower.

(b)  (i)  Make, in excess of $10,000,000 in the aggregate (provided that no Default then exists or would occur as a result thereof), any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or offer or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any subordinated Indebtedness (provided, however, that the foregoing shall not prohibit any refinancings of Indebtedness in accordance with Section 6.01(k)) or (ii) pay in cash any amount in respect of any Indebtedness or preferred Equity Interests that may at the obligor’s option be paid in kind or in other securities.

SECTION 6.10. Capital Expenditures.  (a)  Permit the aggregate amount of Capital Expenditures made by the Borrower and the Subsidiaries in any period set forth below to exceed the amount set forth below for such period:

Period	Amount
Closing Date through September 30, 2003	$	10,000,000
Each fiscal year thereafter	$	15,000,000

From and after the consummation of any Permitted Acquisition occurring after the Closing Date, and for so long as the Acquired Entity shall be owned by the Borrower or a Subsidiary, each of the permitted Capital Expenditure amounts set forth above shall be increased by an amount equal to 20% of the Acquired EBITDA of the Acquired Entity acquired in each such Permitted Acquisition for the 12 month period most recently ended prior to the consummation of such Permitted Acquisition for which financial statements are available (as certified by a Financial Officer of the Borrower), provided that the Capital Expenditure amount for the fiscal year in which such Permitted Acquisition is consummated shall only be increased by the amount set

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forth above in this sentence multiplied by a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365.

(b)  The amount of permitted Capital Expenditures set forth in paragraph (a) above (as adjusted in accordance with the terms thereof) in respect of any fiscal year commencing with the fiscal year ending on September 30, 2004, shall be increased (but not decreased) by (a) the amount of unused permitted Capital Expenditures for the immediately preceding fiscal year less (b) an amount equal to unused Capital Expenditures carried forward to such preceding fiscal year.

SECTION 6.11. Interest Coverage Ratio.  Permit the Interest Coverage Ratio for any period of four consecutive fiscal quarters, in each case taken as one accounting period, ending on a date or during any period set forth below to be less than the ratio set forth opposite such date or period below:

Date or Period	Ratio
July 1, 2003 through June 30, 2004	2.00 to 1.00
July 1, 2004 through September 30, 2004	2.15 to 1.00
October 1, 2004 through March 31, 2005	2.35 to 1.00
April 1, 2005 through September 30, 2005	2.45 to 1.00
October 1, 2005 through June 30, 2006	2.55 to 1.00
July 1, 2006 through June 30, 2007	2.75 to 1.00
Thereafter	3.00 to 1.00

SECTION 6.12. Fixed Charge Coverage Ratio.  Permit the Fixed Charge Coverage Ratio for any period of four consecutive fiscal quarters, in each case taken as one accounting period, ending on any date after the Closing Date to be the less than 1.10 to 1.00.

SECTION 6.13. Maximum Leverage Ratio.  Permit the Leverage Ratio at the end of any fiscal quarter ending on a date or during a period set forth below to be greater than the ratio set forth opposite such date or period below.

Date or Period	Ratio
July 1, 2003 through June 30, 2004	6.40 to 1.00
July 1, 2004 through September 30, 2004	5.75 to 1.00
October 1, 2004 through December 31, 2004	5.50 to 1.00
January 1, 2005 through March 31, 2005	5.40 to 1.00
April 1, 2005 through June 30, 2005	5.30 to 1.00
July 1, 2005 through March 31, 2006	5.00 to 1.00
April 1, 2006 through June 30, 2006	4.75 to 1.00
July 1, 2006 through June 30, 2007	4.25 to 1.00
July 1, 2007 through September 30, 2008	4.00 to 1.00
October 1, 2008 through September 30, 2009	3.75 to 1.00
Thereafter	3.50 to 1.00

SECTION 6.14. Fiscal Year.  With respect to Holdings and the Borrower, change their fiscal year-end to a date other than September 30.

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ARTICLE VII

Events of Default

In case of the happening of any of the following events (“Events of Default”):

(a)  any representation or warranty made or deemed made in or in connection with any Loan Document or the borrowings or issuances of Letters of Credit hereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished;

(b)  default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c)  default shall be made in the payment of any interest on any Loan or L/C Disbursement or of any Fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of three Business Days;

(d)  default shall be made in the due observance or performance by Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement contained in Section 5.01(a), 5.05 or 5.08 or in Article VI;

(e)  default shall be made in the due observance or performance by Holdings, the Borrower or any Subsidiary of any covenant, condition or agreement contained in any Loan Document (other than those specified in (b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or any Lender to the Borrower;

(f)  (i)  Holdings, the Borrower or any Subsidiary shall fail to pay any principal or interest, regardless of amount, due in respect of any Material Indebtedness, when and as the same shall become due and payable, or (ii) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(g)  an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, the Borrower or any Subsidiary, or of a substantial part of the property or assets of Holdings, the Borrower or a Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or

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any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Subsidiary or for a substantial part of the property or assets of Holdings, the Borrower or a Subsidiary or (iii) the winding-up or liquidation of Holdings, the Borrower or any Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h)  Holdings, the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Subsidiary or for a substantial part of the property or assets of Holdings, the Borrower or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(i)  one or more judgments for the payment of money in an aggregate amount in excess of $5,000,000 shall be rendered against Holdings, the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings, the Borrower or any Subsidiary to enforce any such judgment;

(j)  an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its ERISA Affiliates in an aggregate amount exceeding $5,000,000;

(k)  any Guarantee under the Guarantee and Collateral Agreement for any reason shall cease to be in full force and effect (other than in accordance with its terms), or any Guarantor shall deny in writing that it has any further liability under the Guarantee and Collateral Agreement (other than as a result of the discharge of such Guarantor in accordance with the terms of the Loan Documents);

(l)  any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates representing securities pledged under the Pledge Agreement and except to the extent that such loss is covered by a lender’s title insurance policy and the related insurer shall not have denied or disclaimed in writing that such loss is covered by such title insurance policy;

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(m)  the Indebtedness under the Subordinated Notes or any Guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations, as provided in the Subordinated Note Documents, or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(n)  there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to Holdings or the Borrower described in paragraph (g) or (h) (i) - (v) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times:  (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to Holdings or the Borrower described in paragraph (g) or (h) (i) - (v) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Notwithstanding anything to the contrary contained in this Article VII, in the event that the Borrower would otherwise fail to comply with the requirements of Sections 6.11, 6.12 or 6.13 (each, a “Financial Performance Covenant”) at the end of any fiscal quarter, at any time prior to the end of such fiscal quarter, Holdings shall have the right, exercisable one time only during the term of this Agreement, to issue Permitted Cure Securities (as defined below) for cash or otherwise receive cash contributions to the capital of Holdings, in either case in an amount not to exceed $20,000,000, and to contribute any such cash to the capital of Borrower (the “Cure Right”), and upon the receipt by Borrower of such cash (the “Cure Amount”) pursuant to the exercise by Holdings of such Cure Right, the Financial Performance Covenants shall be recalculated giving effect to the following pro forma adjustments:

(i)Consolidated EBITDA shall be increased solely for the purpose of measuring the Financial Performance Covenants and not for any other purpose under this Agreement, by an amount equal to the Cure Amount;

(ii)if, after giving effect to the foregoing recalculations, the Borrower shall then be in compliance with the requirements of all Financial Performance Covenants, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance Covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of any such Financial Performance Covenant that would

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have otherwise occurred on such date but for the application of the foregoing recalculations shall be deemed not to have occurred; and

(iii)to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any Financial Performance Covenant for the period with respect to which such Cure Right shall have been exercised.

As used in this Article VII, the term “Permitted Cure Securities” shall mean an equity security of Holdings having no mandatory redemption, repurchase, repayment or similar requirements prior to the six-month anniversary of the Term Loan Maturity Date and upon which all dividends or distributions, at the election of Holdings, may be payable in additional shares of such equity security.

ARTICLE VIII

The Administrative Agent and the Collateral Agent

Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent and the Collateral Agent (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the “Agents”) its agent and authorizes the Agents to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.  Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents.

The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents.  Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), and (c) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Affiliates in any capacity.  Neither Agent shall be liable for any action taken or not taken by it with the

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consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its own gross negligence or wilful misconduct.  Neither Agent shall be deemed to have knowledge of any Default, except with respect to defaults in the payment of principal, interest and Fees required to be paid to the Administrative Agent for the account of the Lenders,  unless and until written notice thereof is given to such Agent by Holdings, the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper person.  Each Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon.  Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it.  Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.  Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank.  Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor.  After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and

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their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting as Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices.  Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a)  if to the Borrower or Holdings, to it at 26380 Curtiss Wright Parkway, Richmond Heights, OH 44143, Attention of Gregory Rufus (Fax No. 216-289-4937);

(b)  if to the Administrative Agent, to Credit Suisse First Boston, Eleven Madison Avenue, OMA-2, New York, NY 10010, Attention of Agency Group Manager (Fax No. (212) 325-8304); and

(c)  if to a Lender, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.  As agreed to among the Borrower, the Administrative Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.

SECTION 9.02. Survival of Agreement.  All covenants, agreements, representations and warranties made by the Borrower or Holdings herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Bank and shall survive the making by the Lenders of the Loans and the issuance of Letters of Credit by the Issuing Bank, regardless of any investigation made by the Lenders or the Issuing Bank or on

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their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated.  The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank.

SECTION 9.03. Binding Effect.  This Agreement shall become effective when it shall have been executed by the Borrower, Holdings and the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.

SECTION 9.04. Successors and Assigns.  (a)  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, Holdings, the Administrative Agent, the Collateral Agent, the Issuing Bank or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b)  Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it); provided, however, that (i) (x) the Administrative Agent (and, in the case of any assignment of a Revolving Credit Commitment, the Issuing Bank and the Swingline Lender) and (except in the case of an assignment of a Term Loan to a Lender or an Affiliate or Related Fund of a Lender) the Borrower must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed); provided, however, that the consent of the Borrower shall not be required to any such assignment during the continuance of any Event of Default, and (y) the amount of the Loans or Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Loans or Commitment), (ii) the parties to each such assignment shall (A) electronically execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (B) manually execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such fee is waived at the discretion of the Administrative Agent) and (iii) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax documentation.  Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and

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Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).

(c)  By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows:  (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Term Loan Commitment and Revolving Credit Commitment, and the outstanding balances of its Term Loans and Revolving Loans, in each case without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Acceptance, (ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d)  The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive and the Borrower, the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower, the Issuing Bank, the Collateral Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(e)  Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire (including all applicable tax documentation) completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above, if any, and, if required, the written consent of the Borrower, the Swingline Lender, the Issuing Bank and the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such Assignment and Acceptance and (ii) record the information contained therein in the Register.  No assignment shall be effective unless it has been recorded in the Register as provided in this paragraph (e).

(f)  Each Lender may without the consent of the Borrower, the Swingline Lender, the Issuing Bank or the Administrative Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, however, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the benefit of the cost protection provisions contained in Sections 2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant) and (iv) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loans or L/C Disbursements and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers decreasing any fees payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans, extending any scheduled principal payment date or date fixed for the payment of interest on the Loans, increasing or extending the Commitments or releasing any Guarantor or all or substantially all of the Collateral).

(g)  Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure of information designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.

(h)  Any Lender may (without the consent of the Borrower or the Administrative Agent) at any time assign all or any portion of its rights under this Agreement to secure extensions of credit to such Lender or in support of obligations owed by such Lender (including, if such Lender is a fund that invests in bank loans, to a trustee for holders of obligations owed, or securities issued, by such fund); provided that no such assignment shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto

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and any foreclosure or exercise of remedies by such assignee or trustee shall be subject to the provisions of this Section 9.04 regarding assignments in all respects.

(i)  Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.  The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.  In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPC may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

(j)  Neither Holdings nor the Borrower shall assign or delegate any of its rights or duties hereunder without the prior written consent of the Administrative Agent, the Issuing Bank and each Lender, and any attempted assignment without such consent shall be null and void.

(k)  In the event that Standard & Poor’s Ratings Service, Moody’s Investors Service, Inc., and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by InsuranceWatch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long-term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)), then the Issuing Bank shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace (or to request the Borrower to use its reasonable efforts to replace) such Lender with an assignee (in accordance with and subject to the restrictions contained in paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in paragraph (b) above) all its interests, rights and obligations in respect of its

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Revolving Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) the Issuing Bank or such assignee, as the case may be, shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans made by such Lender hereunder and all other amounts accrued for such Lender’s account or owed to it hereunder.

SECTION 9.05. Expenses; Indemnity.  (a)  The Borrower and Holdings agree, jointly and severally, to pay all out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the credit facilities provided for herein and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender.

(b)  The Borrower and Holdings agree, jointly and severally, to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the Transactions and the other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged presence or Release of Hazardous Materials on any property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(c)  To the extent that Holdings and the Borrower fail to pay any amount required to be paid by them to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the

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case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such.  For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time.

(d)  To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e)  The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank.  All amounts due under this Section 9.05 shall be payable on written demand therefor.

SECTION 9.06. Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower or Holdings against any of and all the obligations of the Borrower or Holdings now or hereafter existing under this Agreement and other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured.  The rights of each Lender under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.07. Applicable Law.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.  EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE (THE “UNIFORM CUSTOMS”) AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment.  (a)  No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any

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single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on the Borrower or Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.

(b)  Neither this Agreement nor any of the Security Documents nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings and the Required Lenders; provided, however, that (x) the Borrower, Holdings and the Administrative Agent may enter into an amendment to effect the provisions of Section 2.24(b) upon the effectiveness of any Incremental Term Loan Assumption Agreement (and any such amendment shall in any event be deemed to have occurred upon such effectiveness) and (y) no such agreement under this Section 9.08(b) shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on any Loan or any date for reimbursement of an L/C Disbursement, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan or L/C Disbursement, without the prior written consent of each Lender affected thereby, (ii) increase or extend the Commitment or decrease or extend the date for payment of any Fees of or any other amount actually due and payable hereunder to any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17, the provisions of Section 9.04(j), the provisions of this Section, or release any Guarantor or all or substantially all of the Collateral, without the prior written consent of each Lender, (iv) change the provisions of any Loan Document in a manner that by its terms adversely affects the rights in respect of payments due to Lenders holding Loans of one Class differently from the rights of Lenders holding Loans of any other Class without the prior written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Class, (v) modify the protections afforded to an SPC pursuant to the provisions of Section 9.04(i) without the written consent of such SPC, (vi) amend, modify or waive compliance by Holdings or the Borrower with the provisions of Section 6.11, 6.12 or 6.13 (or with the provisions of Section 4.01, as it relates to an Event of Default following a breach of the provisions of Section 6.11, 6.12 or 6.13) without the prior written consent of Revolving Lenders holding a majority in interest of the Revolving Credit Commitments or (vii) reduce the percentage contained in the definition of the term “Required Lenders” without the prior written consent of each Lender (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Term Loan Commitments and Revolving Credit Commitments on the date hereof); provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under any other Loan Document without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender.

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SECTION 9.09. Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or participation in any L/C Disbursement, together with all fees, charges and other amounts which are treated as interest on such Loan or participation in such L/C Disbursement under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or participation in accordance with applicable law, the rate of interest payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.10. Entire Agreement.  This Agreement, the Fee Letter and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof.  Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents.  Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder (including any Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders) any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12. Severability.  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the

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economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03.  Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 9.14. Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process.  (a)  Each of Holdings and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Borrower, Holdings or their respective properties in the courts of any jurisdiction.

(b)  Each of Holdings and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)  Each of Holdings and the Borrower irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.16. Confidentiality.  (a)  Each of the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ officers, directors, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority or quasi-regulatory authority (such as the National Association of Insurance Commissioners), (iii) to the extent

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required by applicable laws or regulations or by any subpoena or similar legal process, (iv) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (v) subject to an agreement containing provisions substantially the same as those of this Section 9.16, to (A) any actual or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents or (B) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower or any Subsidiary or any of their respective obligations, (vi) with the consent of the Borrower or (vii) to the extent such Information becomes publicly available other than as a result of a breach of this Section 9.16.  For the purposes of this Section, “Information” shall mean all information received from the Borrower or Holdings and related to the Borrower or Holdings or their business, other than any such information that was available to the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to its disclosure by the Borrower or Holdings; provided that, in the case of Information received from the Borrower or Holdings after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any person required to maintain the confidentiality of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord its own confidential information.

(b)  Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder or otherwise (and any Affiliate thereof and any employee, representative or other agent of such party or such Affiliate) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and the U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

TD FUNDING CORPORATION,
by	/s/ Gregory Rufus
	Name: Gregory Rufus
	Title: Vice President
TD ACQUISITION CORPORATION,
by	/s/ Gregory Rufus
	Name: Gregory Rufus
	Title: Vice President

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger, it will succeed by operation of law to all of the rights and obligations of the Borrower set forth herein and that all references herein to the “Borrower” shall thereupon be deemed to be references to the undersigned.

TRANSDIGM INC.,

by

/s/ W. Nicholas Howley

Name: W. Nicholas Howley

Title: Chief Executive Officer

The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger, it will succeed by operation of law to all of the rights and obligations of Holdings set forth herein and that all references herein to “Holdings” shall thereupon be deemed to be references to the undersigned.

TRANSDIGM HOLDING COMPANY,

by

/s/ W. Nicholas Howley

Name: W. Nicholas Howley

Title: Chief Executive Officer

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CREDIT SUISSE FIRST BOSTON, acting through its New York branch, individually and as Administrative Agent, Collateral Agent and Swingline Lender,
by		/s/ Robert Hetu
		Name: Robert Hetu
		Title: Director
by		/s/ Doreen B. Welch
		Name: Doreen B. Welch
		Title: Associate
BANK OF AMERICA, N.A.,
by	/s/ Peter D. Griffith
	Name: Peter D. Griffith
	Title: Managing Director
UBS AG, CAYMAN ISLANDS BRANCH,
by	/s/ Wilfred V. Saint
	Name: Wilfred V. Saint
	Title: Associate Director, Banking Products Services, US
by	/s/ Thomas R. Salzano
	Name: Thomas R. Salzano
	Title: Director, Banking Products Services, US
GENERAL ELECTRIC CAPITAL CORPORATION,
by	/s/ Diane L. Burton
	Name: Diane L. Burton
	Title: Duly Authorized Signatory

91

SIGNATURE PAGE TO
TD FUNDING CORPORATION
CREDIT AGREEMENT

Name of Institution: National City Bank
by	/s/ Daniel Raynor
	Name: Daniel Raynor
	Title: Assistant Vice President

EX-10.14

EXHIBIT 10.14

GUARANTEE AND COLLATERAL AGREEMENT

dated as of

July 22, 2003,

among

TD FUNDING CORPORATION,

TD ACQUISITION CORPORATION,

the Subsidiaries of TRANSDIGM INC. identified herein,

and

CREDIT SUISSE FIRST BOSTON,
as Collateral Agent

[CS&M Ref No. 5865-195]

TABLE OF CONTENTS

ARTICLE I
Definitions
SECTION 1.01.  Credit Agreement	2
SECTION 1.02.  Other Defined Terms	2
ARTICLE II
Guarantee
SECTION 2.01.  Guarantee	7
SECTION 2.02.  Guarantee of Payment	7
SECTION 2.03.  No Limitations, Etc	8
SECTION 2.04.  Reinstatement	9
SECTION 2.05.  Agreement To Pay; Subrogation	9
SECTION 2.06.  Information	9
ARTICLE III
Pledge of Securities
SECTION 3.01.  Pledge	9
SECTION 3.02.  Delivery of the Pledged Collateral	10
SECTION 3.03.  Representations, Warranties and Covenants	10
SECTION 3.04.  Certification of Limited Liability Company Interests and Limited Partnership Interests	11
SECTION 3.05.  Registration in Nominee Name; Denominations	12
SECTION 3.06.  Voting Rights; Dividends and Interest, etc	12
ARTICLE IV
Security Interests in Personal Property
SECTION 4.01.  Security Interest	14
SECTION 4.02.  Representations and Warranties	15
SECTION 4.03.  Covenants	17
SECTION 4.04.  Other Actions	20
SECTION 4.05.  Covenants regarding Patent, Trademark and Copyright Collateral	23

ARTICLE V
Remedies
SECTION 5.01.  Remedies upon Default	24
SECTION 5.02.  Application of Proceeds	26
SECTION 5.03.  Grant of License to Use Intellectual Property	27
SECTION 5.04.  Securities Act, etc	27
ARTICLE VI
Indemnity, Subrogation and Subordination
SECTION 6.01.  Indemnity and Subrogation	28
SECTION 6.02.  Contribution and Subrogation	28
SECTION 6.03.  Subordination	29
ARTICLE VII
Miscellaneous
SECTION 7.01.  Notices	29
SECTION 7.02.  Security Interest Absolute	29
SECTION 7.03.  Survival of Agreement	29
SECTION 7.04.  Binding Effect; Several Agreement	30
SECTION 7.05.  Successors and Assigns	30
SECTION 7.06.  Collateral Agent’s Fees and Expenses; Indemnification	30
SECTION 7.07.  Collateral Agent Appointed Attorney-in-Fact	31
SECTION 7.08.  Applicable Law	32
SECTION 7.09.  Waivers; Amendment	32
SECTION 7.10.  Waiver of Jury Trial	32
SECTION 7.11.  Severability	32
SECTION 7.12.  Counterparts	33
SECTION 7.13.  Headings	33
SECTION 7.14.  Jurisdiction; Consent to Service of Process	33
SECTION 7.15.  Termination or Release	34
SECTION 7.16.  Additional Grantors	34
SECTION 7.17.  Right of Setoff	35

2

Schedules
Schedule I	Subsidiary Guarantors
Schedule II	Capital Stock; Debt Securities
Schedule III	Intellectual Property
Exhibits
Exhibit A	Form of Supplement
Exhibit B	Form of Perfection Certificate

3

GUARANTEE AND COLLATERAL AGREEMENT dated as of July 22, 2003, among TD FUNDING CORPORATION, a Delaware corporation (the “Borrower”), TD ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower identified herein and CREDIT SUISSE FIRST BOSTON (“CSFB”), as collateral agent (in such capacity, the “Collateral Agent”).

PRELIMINARY STATEMENT

Reference is made to the Credit Agreement dated as of July 22, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the lenders from time to time party thereto (the “Lenders”) and CSFB, as administrative agent (in such capacity, the “Administrative Agent”).  The Lenders have agreed to extend credit to the Borrower pursuant to, and upon the terms and conditions specified in, the Credit Agreement.  The obligations of the Lenders to extend such credit to the Borrower are conditioned upon, among other things, the execution and delivery of this Agreement by Holdings, the Borrower and the Subsidiary Guarantors.  Holdings and the Subsidiary Guarantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit.

TD Holding Corporation, a Delaware corporation and the owner on the Closing Date of all the issued and outstanding capital stock of Holdings, will acquire all the capital stock of TransDigm Holding Company, a Delaware corporation (“TransDigm Holdings”) and TransDigm Inc., a Delaware corporation and a wholly owned subsidiary of TransDigm Holdings (“TransDigm”), pursuant to an Agreement and Plan of Merger dated as of June 6, 2003 (the “Merger Agreement”), between Holdings and TransDigm Holdings.  Pursuant to the Merger Agreement, Holdings will be merged with and into TransDigm Holdings, with TransDigm Holdings continuing as the surviving corporation in such merger and, immediately thereafter, the Borrower will be merged with and into TransDigm, with TransDigm continuing as the surviving corporation in such merger (such mergers, collectively, the “Merger”).  Upon the effectiveness of the Merger, (a) TransDigm Holdings will succeed to all rights and obligations of Holdings by operation of law and all references herein and in the other Loan Documents to the term “Holdings” shall thereupon be deemed to be references to TransDigm Holdings and (b) TransDigm will succeed to all rights and obligations of the Borrower by operation of law and all references herein and in the other Loan Documents to the term “Borrower” shall thereupon be deemed to be references to TransDigm.

Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement.  (a)  Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement.  All terms defined in the New York UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein.  All references to the Uniform Commercial Code shall mean the New York UCC.

(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“Account” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Account Debtor” means any person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts Receivable” shall mean all Accounts and all right, title and interest in any returned goods, together will all rights, titles, securities and guarantees with respect thereto, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, liens and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired.

“Administrative Agent” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 4.01.

“Borrower” has the meaning assigned to such term in the preamble of this Agreement.

“Claiming Guarantor” has the meaning assigned to such term in Section 6.02.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Collateral Agent” has the meaning assigned to such term in the preamble of this Agreement.

“Commercial Tort Claim” has the meaning assigned to such term in Section 9-102 of the New York UCC.

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“Commodity Intermediary” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Contributing Guarantor” has the meaning assigned to such term in Section 6.02.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor:  (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any other country), including those listed on Schedule III.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“CSFB” has the meaning assigned to such term in the preamble of this Agreement.

“Deposit Account” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Electronic Chattel Paper” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Entitlement Holder” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Entitlement Order” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Equipment” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire such equity interests or such convertible or exchangeable obligations.

3

“Federal Securities Laws” has the meaning assigned to such term in Section 5.04.

“Financial Asset” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“General Intangibles” means all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including all rights and interests in partnerships, limited partnerships, limited liability companies and other unincorporated entities, corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Hedging Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts.

“Grantors” means Holdings, the Borrower and the Subsidiary Guarantors.

“Guarantors” means Holdings and the Subsidiary Guarantors.

“Holdings” has the meaning assigned to such term in the preamble of this Agreement.

“Instrument” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Intellectual Property” means all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Inventory” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Investment Property” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Lenders” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Letter-of-Credit Right” has the meaning assigned to such term in Section 9-102 of the New York UCC.

4

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, including those listed on Schedule III.

“Loan Document Obligations” means (a) the due and punctual payment of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to the Credit Agreement and each of the other Loan Documents, and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents.

“Merger” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Merger Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Obligations” means (a) the Loan Document Obligations and (b) the due and punctual payment and performance of all obligations of each Loan Party under each Hedging Agreement that (i) is in effect on the Closing Date with a counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is entered into after the Closing Date with any counterparty that is a Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered into unless such Hedging Agreement provides the obligations thereunder are not “Obligations” as defined herein.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

5

“Patents” means all of the following now owned or hereafter acquired by any Grantor:  (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar offices in any other country), including those listed on Schedule III, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Perfection Certificate” means a certificate substantially in the form of Exhibit B, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by two Financial Officers.

“Pledged Collateral” has the meaning assigned to such term in Section 3.01.

“Pledged Debt Securities” has the meaning assigned to such term in Section 3.01.

“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Pledged Stock” has the meaning assigned to such term in Section 3.01.

“Proceeds” has the meaning assigned to such term in Section 9-102 of the New York UCC.

“Secured Parties” means (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) any Issuing Bank, (e) each counterparty to any Hedging Agreement with a Loan Party that either (i) is in effect on the Closing Date if such counterparty is a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is entered into after the Closing Date if such counterparty is a Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered into, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the successors and assigns of each of the foregoing.

“Securities Account” has the meaning assigned to such term in Section 8-501 of the New York UCC.

“Securities Intermediary” has the meaning assigned to such term in Section 8-102 of the New York UCC.

“Security” has the meaning assigned to such term in Section 8-102 of the New York UCC.

6

“Security Interest” has the meaning assigned to such term in Section 4.01.

“Subsidiary Guarantors” means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Closing Date.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor:  (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office) or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

“TransDigm” has the meaning assigned to such term in the preliminary statement of this Agreement.

“TransDigm Holdings” has the meaning assigned to such term in the preliminary statement of this Agreement.

ARTICLE II

Guarantee

SECTION 2.01. Guarantee.  Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations.  Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.  Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

SECTION 2.02. Guarantee of Payment.  Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral

7

Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrower or any other person.

SECTION 2.03. No Limitations, Etc.  (a)  Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 7.15, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent or any other Secured Party for the Obligations or any of them; (iv) any default, failure or delay, wilful or otherwise, in the performance of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).  Each Guarantor expressly authorizes the Collateral Agent to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any Guarantor hereunder.

(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in cash of all the Obligations.  The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in cash.  To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security.

8

SECTION 2.04. Reinstatement.  Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise.

SECTION 2.05. Agreement To Pay; Subrogation.  In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Obligation.  Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION 2.06. Information.  Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge.  As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) Equity Interests owned by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (b)(i) the debt securities listed opposite the name of such Grantor on Schedule II, (ii) any debt securities in the future issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or

9

upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 3.02. Delivery of the Pledged Collateral.  (a)  Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities.

(b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any person in an amount that exceeds $200,000 that is evidenced by a duly executed promissory note to be pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent.  Without limiting the foregoing, all promissory notes in favor of any Grantor shall be delivered to the Collateral Agent promptly after request of the Collateral Agent.

(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request.  Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities.  Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 3.03. Representations, Warranties and Covenants.  The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule II correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented by such Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder;

(b) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the

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Pledged Securities indicated on Schedule II as owned by such Grantor, (ii) holds the same free and clear of all Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Agreement or as permitted by the Credit Agreement and transfers made in compliance with the Credit Agreement, and (iv) subject to Section 3.06, will cause any and all Pledged Collateral, whether for value paid by the Grantor or otherwise, to be forthwith deposited with the Collateral Agent and pledged or assigned hereunder;

(c) except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral (other than Pledged Collateral representing less than all of the Equity Interests of a person) is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(d) each of the Grantors (i) has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated and (ii) will defend its title or interest thereto or therein against any and all Liens (other than Liens created by this Agreement or as permitted by the Credit Agreement), however arising, of all persons whomsoever;

(e) no consent or approval of any Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge of the Pledged Collateral effected hereby (other than such as have been obtained and are in full force and effect and except with respect to Pledged Collateral in the form of Equity Interests in joint ventures);

(f) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations; and

(g) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 3.04. Certification of Limited Liability Company Interests and Limited Partnership Interests.  Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

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SECTION 3.05. Registration in Nominee Name; Denominations.  The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent.  Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor.  The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 3.06. Voting Rights; Dividends and Interest, etc.  (a)  Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the Grantors at least two Business Days’ notice of its intent to exercise its rights under this Agreement (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default with respect to Holdings or the Borrower under paragraph (g) or (h) of Article VII of the Credit Agreement):

(i)Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided, however, that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii)The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as a Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii)Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable laws; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged

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Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).  This paragraph (iii) shall not apply to dividends between or among the Borrower and the Subsidiary Guarantors only of property subject to a perfected security interest under this Agreement; provided that the Borrower notifies the Collateral Agent in writing, specifically referring to this Section 3.06 at the time of such dividend and takes any actions the Collateral Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Agreement.

(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors of the suspension of their rights under paragraph (a)(iii) of this Section 3.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02.  After all Events of Default have been cured or waived and the applicable Grantor or Grantors have delivered to the Administrative Agent certificates to that effect, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors of the suspension of their rights under paragraph (a)(i) of this Section 3.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which

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shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights.

(d) Any notice given by the Collateral Agent to the Grantors exercising its rights under paragraph (a) of this Section 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

ARTICLE IV

Security Interests in Personal Property

SECTION 4.01. Security Interest.  (a)  As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”), in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i)all Accounts;

(ii)all Chattel Paper;

(iii)all cash and Deposit Accounts;

(iv)all Documents;

(v)all Equipment;

(vi)all General Intangibles;

(vii)all Instruments;

(viii)all Inventory;

(ix)all Investment Property;

(x)all Letter-of-Credit Rights;

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(xi)all books and records pertaining to the Article 9 Collateral; and

(xii)to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.

Notwithstanding the foregoing, the Article 9 Collateral shall not include any of the following assets now owned or hereafter acquired which would otherwise be included in the Article 9 Collateral: (a) assets sold to a person which is not a Grantor in compliance with the Credit Agreement, (b) assets owned by a Guarantor after the release of the guarantee of such Guarantor pursuant to Section 7.15, (c) assets subject to a Lien permitted by Sections 6.02(a), (c), (i) and (p) of the Credit Agreement and (d) assets which contain a valid and enforceable prohibition on the creation of a security interest therein so long as such prohibition remains in effect and is valid notwithstanding Sections 9-406 and 9-408 of the applicable Uniform Commercial Code.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Article 9 Collateral as all assets of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including  (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates.  Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

SECTION 4.02. Representations and Warranties.  The Grantors jointly and severally represent and warrant to the Collateral Agent and the Secured Parties that:

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(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (x) the exact legal name of each Grantor and (y) the jurisdiction of organization of each Grantor) is correct and complete as of the Closing Date.  Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Article 9 Collateral have been prepared by the Collateral Agent based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required by Sections 5.06 or 5.09 of the Credit Agreement, which are all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary as of the Closing Date to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.  Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Article 9 Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. §261, 15 U.S.C. §1060 or 17 U.S.C. §205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or

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subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.  The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement.  None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement.  None of the Grantors hold any Commercial Tort Claim except as indicated on the Perfection Certificate.

SECTION 4.03. Covenants.  (a)  Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Article 9 Collateral as is prudent in the conduct of its business, but in any event to include complete accounting records indicating all payments and proceeds received with respect to any part of the Article 9 Collateral, and, at such time or times as the Collateral Agent may request, to prepare and deliver as soon as reasonably practicable to the Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to the Collateral Agent showing the identity, amount and location of any and all Article 9 Collateral.

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(b) Each Grantor shall, at its own expense, take any and all actions necessary to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

(c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith.  If any amount payable to any Grantor under or in connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note or other instrument in excess of $200,000, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to the Collateral Agent.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule III or adding additional schedules hereto to specifically identify any asset or item that may, in the Collateral Agent’s judgment, constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any material inaccuracy of the representations and warranties made by such Grantor hereunder with respect to such Collateral.  Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct in all material respects with respect to such Collateral within 30 days after the date it has been notified by the Collateral agent of the specific identification of such Collateral.

(d) The Collateral Agent and such persons as the Collateral Agent may designate shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Article 9 Collateral is located, to discuss the Grantors’ affairs with the officers of the Grantors and their independent accountants and to verify under reasonable procedures, in accordance with Section 5.07 of the Credit Agreement, the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors (only during the existence of a Default) or the third person possessing such Article 9 Collateral for the purpose of making such a verification.  The Collateral Agent shall have the absolute right to share any information it gains from such inspection or verification with any Secured Party.

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(e) At its option, the Collateral Agent may discharge past due Taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not expressly permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other person to secure payment and performance of an Account in excess of $200,000, such Grantor shall promptly assign such security interest to the Collateral Agent.  Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other person granting the security interest.

(g) As between each Grantor, the Collateral Agent and the Secured Parties, each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

(h) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as expressly permitted by Section 6.02 of the Credit Agreement.  None of the Grantors shall make or permit to be made any transfer of the Article 9 Collateral, except as expressly permitted by Sections 6.03 and 6.05 of the Credit Agreement.

(i) None of the Grantors will, without the Collateral Agent’s prior written consent, grant any extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises, compoundings or settlements granted or made in good faith in the prudent conduct of the business of such Grantor.

(j) The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Inventory and Equipment in accordance with the requirements set forth in Section 5.02 of the Credit Agreement.

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Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto.  In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems advisable.  All sums disbursed by the Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.

(k) Each Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral Agent, records of its Chattel Paper and its books, records and documents evidencing or pertaining thereto.

SECTION 4.04. Other Actions.  In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Article 9 Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments.  If any Grantor shall at any time hold or acquire any Instruments in excess of $200,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.

(b) Deposit Accounts.  For each Deposit Account that any Grantor at any time opens or maintains, such Grantor shall, on or prior to September 30, 2003 (or such later date not beyond November 30, 2003 as the Collateral Agent may agree in its sole discretion) either (i) cause the depositary bank to agree to comply at any time with instructions from the Collateral Agent to such depositary bank directing the disposition of funds from time to time credited to such Deposit Account, without further consent of such Grantor or any other person, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, or (ii) arrange for the Collateral Agent to become the customer of the depositary bank with respect to the Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw funds from such Deposit Account.  The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any

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withdrawal rights from any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur.  The provisions of this paragraph shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent for the specific purpose set forth therein, (B) Deposit Accounts for which the Collateral Agent is the depositary, (C) Deposit Accounts of which all or a substantial portion of the funds on deposit are used for funding (i) payroll, (ii) 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation, (iii) health care benefits (e.g., imprest accounts) and (iv) escrow arrangements (e.g., environmental indemnity accounts) and (D) other Deposit Accounts with an aggregate balance of all funds in all such other Deposit Accounts for all Grantors not in excess of $3,000,000 at any time.

(c) Investment Property.  Except to the extent otherwise provided in Article III, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify.  If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (a) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (b) arrange for the Collateral Agent to become the registered owner of the securities.  If any securities, whether certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall immediately notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (a) cause such Securities Intermediary or Commodity Intermediary, as the case may be, to agree to comply with Entitlement Orders or other instructions from the Collateral Agent to such Securities Intermediary as to such securities or other Investment Property, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such Commodity Intermediary, in each case without further consent of any Grantor or such nominee, or (b) in the case of Financial Assets (as governed by Article 8 of the New York UCC) or other Investment Property held through a Securities Intermediary, arrange for the Collateral Agent to become the Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property.  The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such Entitlement Orders or instructions or directions to any such issuer,

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Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such investment and withdrawal rights would occur.  The provisions of this paragraph shall not apply to any Financial Assets credited to a Securities Account for which the Collateral Agent is the Securities Intermediary.

(d) Electronic Chattel Paper and Transferable Records.  If any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may request to vest in the Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.  The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights.  If any Grantor is at any time a beneficiary under a letter of credit now or hereafter issued in favor of such Grantor, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of the letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be paid to the applicable Grantor unless an Event of Default has occurred or is continuing.

(f) Commercial Tort Claims.  If any Grantor shall at any time hold or acquire a Commercial Tort Claim, the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this

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Agreement, with such writing to be in form and substance satisfactory to the Collateral Agent.

SECTION 4.05. Covenants regarding Patent, Trademark and Copyright Collateral.  (a)  Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit do to any act, whereby any Patent that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, may become invalidated or dedicated to the public, and agrees that it shall continue to mark any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

(b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights.

(c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws.

(d) Each Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any Patent, Trademark or Copyright that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same.

(e) In no event shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to any of the same which is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, unless it promptly informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its

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attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.

(f) Each Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each application relating to any Patent, Trademark and/or Copyright (and to obtain the relevant grant or registration) that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties.

(g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral.  Such Grantor may discontinue or settle any such suit or other action if the Grantor deems such discontinuance or settlement to be appropriate in its reasonable business judgment.

(h) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, at the request of the Collateral Agent, use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

ARTICLE V

Remedies

SECTION 5.01. Remedies upon Default.  Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times:  (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on

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an exclusive or nonexclusive basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law.  Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and the Grantors hereby waive (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.  The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and

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pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.  Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 5.02. Application of Proceeds.  The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash, as follows:

FIRST, to the payment of all costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

SECOND, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

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The Collateral Agent shall have absolute discretion (as between the Secured Parties and the Grantors) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement.  Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 5.03. Grant of License to Use Intellectual Property.  For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.  The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

SECTION 5.04. Securities Act, etc.  In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder.  Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect.  Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed

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under the Federal Securities Laws and (b) may approach and negotiate with such number of purchasers as the Collateral Agent determines to be reasonable to effect such sale.  Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached.  The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity and Subrogation.  In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 6.02. Contribution and Subrogation.  Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or assets of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by the Borrower as provided in Section 6.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment or the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 7.16, the date of the Supplement hereto executed and delivered by such Guarantor).  Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the extent of such payment.

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SECTION 6.03. Subordination.  (a)  Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and 6.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.  No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.

(b) Each of the Borrower and the Subsidiary Guarantors hereby agrees that all Indebtedness and other monetary obligations owed by it to the Borrower or any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE VII

Miscellaneous

SECTION 7.01. Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement.  All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.

SECTION 7.02. Security Interest Absolute.  All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 7.03. Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding

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that the Collateral Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or the Aggregate L/C Exposure does not equal zero and so long as the Commitments have not expired or terminated.

SECTION 7.04. Binding Effect; Several Agreement.  This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement.  This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 7.05. Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification.  (a)  The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Collateral Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out of pocket expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of, the execution, delivery or performance of this Agreement or any agreement or instrument contemplated hereby or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby or thereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided, however, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of

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competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents.  The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party.  All amounts due under this Section 7.06 shall be payable on written demand therefor and shall bear interest at the rate specified in Section 2.06 of the Credit Agreement.

SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact.  Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct.

31

SECTION 7.08. Applicable Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.09. Waivers; Amendment.  (a)  No failure or delay by the Collateral Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.  No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 9.08 of the Credit Agreement.

SECTION 7.10. WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

SECTION 7.11. Severability.  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of

32

the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction).  The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.12. Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 7.04.  Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.13. Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 7.14. Jurisdiction; Consent to Service of Process.  (a)  Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the Loan Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the Loan Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(b) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section.  Each of the Loan Parties hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each of the Loan Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 7.01.  Nothing in this Agreement or

33

any other Loan Document will affect the right of the Collateral Agent to serve process in any other manner permitted by law.

SECTION 7.15. Termination or Release.  (a)  This Agreement, the Guarantees, the Security Interest and all other security interests granted hereby shall terminate when all the Loan Document Obligations (other than wholly contingent indemnification obligations) then due and owing have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the aggregate L/C Exposure has been reduced to zero and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement.

(b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary of the Borrower.

(c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not the Borrower or a Guarantor, or, upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.08 of the Credit Agreement, the security interest in such Collateral shall be automatically released and the Collateral Agent will confirm such release in writing promptly after written request therefor.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c) above, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release.  Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Collateral Agent.  Without limiting the provisions of Section 7.06, the Borrower shall reimburse the Collateral Agent upon demand for all costs and out of pocket expenses, including the fees, charges and disbursements of counsel, incurred by it in connection with any action contemplated by this Section 7.15.

SECTION 7.16. Additional Grantors.  Pursuant to Section 5.09 of the Credit Agreement, each Domestic Subsidiary of a Loan Party that was not in existence or not a Subsidiary on the date of the Credit Agreement is required to enter in this Agreement as a Subsidiary Guarantor upon becoming such a Subsidiary.  Upon execution and delivery by the Collateral Agent and a Domestic Subsidiary of a supplement in the form of Exhibit A hereto, such Domestic Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein.  The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder.  The rights and obligations of each Subsidiary Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

34

SECTION 7.17. Right of Setoff.  If an Event of Default shall have occurred and is continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Grantor against any and all of the obligations of such Grantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

35

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

TD FUNDING CORPORATION,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Vice President and Secretary
TD ACQUISITION CORPORATION,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Vice President and Secretary
ADAMS RITE AEROSPACE, INC.,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Chief Executive Officer
CHAMPION AEROSPACE INC.,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Chief Executive Officer
CHRISTIE ELECTRIC CORP.,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Chief Executive Officer
MARATHON POWER TECHNOLOGIES COMPANY,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Chief Executive Officer

36

ZMP, INC.,
	by
		/s/ W. Nicholas Howley
		Name: W. Nicholas Howley
		Title: Chief Executive Officer
CREDIT SUISSE FIRST BOSTON, as Collateral Agent,
	by	/s/ Robert Hetu
	Name: Robert Hetu
	Title: Director
	by	/s/ Doreen B. Welch
		Name: Doreen B. Welch
		Title: Associate

The undersigned hereby acknowledges and agrees
that, upon the effectiveness of the Merger, it will
succeed by operation of law to all of the rights and
obligations of the Borrower set forth herein and that
all references herein to the “Borrower” shall thereupon
be deemed to be references to the undersigned.

TRANSDIGM INC.,
by
	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chief Executive Officer

The undersigned hereby acknowledges and agrees
that, upon the effectiveness of the Merger, it will
succeed by operation of law to all of the rights and
obligations of Holdings set forth herein and that
all references herein to “Holdings” shall thereupon
be deemed to be references to the undersigned.

TRANSDIGM HOLDING COMPANY,
by
	/s/ W. Nicholas Howley
	Name: W. Nicholas Howley
	Title: Chief Executive Officer

37

Schedule I to
the Guarantee and
Collateral Agreement

SUBSIDIARY GUARANTORS

Name of Subsidiary	Jurisdiction of Organization	Form of Organization
Adams Rite Aerospace, Inc.	California	Corporation
Champion Aerospace Inc.	Delaware	Corporation
Christie Electric Corp.	California	Corporation
Marathon Power Technologies Company	Delaware	Corporation
ZMP, Inc.	California	Corporation

Schedule II to
the Guarantee and
Collateral Agreement

CAPITAL STOCK

Issuer	Number of Certificate	Registered Owner	Number and Class of Equity Interest	Percentage Of Equity Interests
TransDigm Inc.	1	TransDigm Holding Company	100 shares of Common Stock	100	%
Adams Rite Aerospace, Inc.	1	ZMP, Inc.	50,000 shares of Common Stock	100	%
Champion Aerospace Inc.	1	TransDigm Inc.	1,000 shares of Common Stock	100	%
Christie Electric Corp.	3	Marathon Power Technologies Company	22,928 shares of Common Stock	100	%
Marathon Power Technologies Company	24	TransDigm Inc.	32,925 shares of Common Stock	100	%
Marathon Power Technologies Limited	[•]	Marathon Power Technologies Company	65,000 Ordinary Shares, par value £1.00 per share	65	%
ZMP, Inc.	1	TransDigm Inc.	1,000 shares of Common Stock	100	%

DEBT SECURITIES

Issuer	Principal Amount		Date of Note	Maturity Date
Champion Aerospace Inc. (in favor of TransDigm Inc.)	$	160,000,000	May 31, 2001	May 31, 2007

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY TRANSDIGM HOLDING COMPANY

U.S. Copyright Registrations

None.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

1

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF TRANSDIGM HOLDING COMPANY
AS LICENSOR ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

2

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

3

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF TRANSDIGM HOLDING COMPANY
AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

4

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

5

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY TRANSDIGM HOLDING COMPANY

U.S. Patent Registrations

None.

U.S. Patent Applications

None.

Non-U.S. Patent Registrations

None.

Non-U.S. Patent Applications

None.

6

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY TRANSDIGM HOLDING COMPANY

U.S. Trademark Registrations

None.

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

None.

Non-U.S. Trademark Applications

None.

Trade Names

None.

7

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY TRANSDIGM INC.

U.S. Copyright Registrations

None.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

8

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF TRANSDIGM INC.
AS LICENSOR ON DATE HEREOF

A.  Copyrights

None.

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

9

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

10

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF TRANSDIGM INC.
AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

Pursuant to an Agreement, dated as of March 26, 2001 (the “License Agreement”), between Honeywell Intellectual Properties Inc., Honeywell International Inc. (as Licensor) and TransDigm Inc. (as Licensee), Licensor granted to Licensee a license relating to those patents and applications for patents in the world, subject to any export controls that may be imposed by the government of the United States, which cover Licensed Products (as defined in the License Agreement) and/or Support (as defined in the License Agreement) and which were at the time of the License Agreement or thereafter owned by Licensor; any and all continuation, continuation-in-part, divisional, reissue, renewal and extension, and other patents and patent applications, and reexamination certificates, that claim in whole or in part the benefit of the filing date of any of the foregoing; and any and all counterpart foreign patents and patent applications of any of the foregoing.

U.S. Patent Applications

None.

Non-U.S. Patents

All non-U.S. patents included in the License Agreement above.

11

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patent Applications

None.

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

12

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY TRANSDIGM INC.

U.S. Patent Registrations

Patent Numbers	Issue Date
4,699,403	October 13, 1987
5,973,903	October 26, 1999
5,975,119	November 2, 1999
6,314,830	November 13, 2001
6,484,605	November 26, 2002

U.S. Patent Applications

Application Numbers	Filing Date
08/938,307	September 27, 1997
10/052,909	Unknown
10/085,510	February 28, 2002

Non-U.S. Patent Registrations

Country	Issue Date	Patent No.
CA	September 28, 1982	1,132,430
CA	June 10, 1986	1,205,722
CA	March 9, 1993	1,314,193
DE	July 6, 1978	2,460,225
FR	June 19, 1992	2,640,347
JP	October 20, 1989	271883/89

13

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patent Applications

Country	Filing Date	Application No.
AU	August 13, 1999	9,955,516
CA	November 10, 1992	130,995
CA	August 13, 1999	2,340,347
DE	March 9, 1993	3,927,694
EP	January 3, 1984	114,597
EP	August 13, 1999	1,104,503
FR	April 1, 1994	2,607,872
JP	August 12, 1999	2,002,522,719

14

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY TRANSDIGM INC.

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
ADEL	February 9, 1982	1,189,110
WIGGINS	May 3, 1983	1,236,043

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

Country	Mark	Reg. Date	Reg. No.
Australia	WIGGINS	January 27, 1982	370,922
South Africa	WIGGINS	June 16, 1981	B81/4151
South Africa	WIGGINS	December 8, 1981	B81/9465
South Africa	WIGGINS	December 8, 1981	B81/9466
United Kingdom	WIG-O-FLEX	January 4, 1976	737,800

Non-U.S. Trademark Applications

None.

Trade Names

Trade Names

Adel Wiggins

Wiggins Service Systems

Wiggins Connectors

Adel Fasteners

Wiggins Fast Fuel Systems

AderoControlex

15

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY ADAMS RITE AEROSPACE, INC.

U.S. Copyright Registrations

Title	Reg. No.	Author
Water Faucet	TX-260-690	Adams Rite Products, Inc.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

16

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF ADAMS RITE AEROSPACE, INC.
AS LICENSOR ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

17

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

18

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF ADAMS RITE AEROSPACE, INC.
AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

19

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

20

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY ADAMS RITE AEROSPACE, INC.

U.S. Patent Registrations

Patent Numbers	Issue Date
4,520,992	June 4, 1985
5,504,950*	April 9, 1996
5,570,915	November 5, 1996
D360,680	July 25, 1995

* Currently registered in the name of Adams Rite Sabre International, Inc., the former name of Adams Rite Aerospace, Inc.

U.S. Patent Applications

None.

Non-U.S. Patent Registrations

None.

Non-U.S. Patent Applications

None.

21

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY ADAMS RITE AEROSPACE, INC.

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
AQUAFLITE	November 16, 1999	2,292,613

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

Country	Mark	Reg. Date	Reg. No.
CTM	AQUAFLITE	February 22, 2001	1,098,144

Non-U.S. Trademark Applications

None.

Trade Names

Trade Names

Adams Rite Products

Adams Rite Sabre International

22

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY CHAMPION AEROSPACE INC.

U.S. Copyright Registrations

None.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

23

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF CHAMPION AEROSPACE INC.
AS LICENSOR ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

Licensee Name and Address	Date of License/ Sublicense	Issue Date	Patent No.
John Driscoll 7800 Netherlands Drive Raleigh, North Carolina 27606	November 29, 1994	January 7, 1997	5,592,118
John Driscoll 7800 Netherlands Drive Raleigh, North Carolina 27606	November 29, 1994	August 12, 1997	5,656,966
John Driscoll 7800 Netherlands Drive Raleigh, North Carolina 27606	November 29, 1994	December 22, 1998	5,852,381

U.S. Patent Applications

None.

24

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

25

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF CHAMPION AEROSPACE INC.
AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

Licensor Name and Address	Date of License/ Sublicense	Issue Date	Patent No.
Federal-Mogul Worldwide, Inc.	May 31, 2001	March 17, 1981	4,256,497
Federal-Mogul Worldwide, Inc.	May 31, 2001	November 12, 1985	4,552,852
Federal-Mogul Worldwide, Inc.	May 31, 2001	June 14, 1988	4,751,207
Federal-Mogul Worldwide, Inc.	May 31, 2001	September 13, 1988	4,771,209
Federal-Mogul Worldwide, Inc.	May 31, 2001	November 7, 1989	4,879,260
Federal-Mogul Worldwide, Inc.	May 31, 2001	January 4, 1994	5,275,985
Federal-Mogul Worldwide, Inc.	May 31, 2001	January 17, 1995	5,381,773
Federal-Mogul Worldwide, Inc.	May 31, 2001	May 21, 1996	5,518,968
Federal-Mogul Worldwide, Inc.	May 31, 2001	July 16, 1996	5,535,726
Federal-Mogul Worldwide, Inc.	May 31, 2001	October 14, 1997	5,677,250
Federal-Mogul Worldwide, Inc.	May 31, 2001	November 16, 1999	5,985,473
Federal-Mogul Worldwide, Inc.	May 31, 2001	August 11, 1992	RE34,028

26

Schedule III to
the Guarantee and
Collateral Agreement

U.S. Patent Applications

Licensor Name and Address	Date of License/ Sublicense	Filing Date	Application No.
Federal-Mogul Worldwide, Inc.	May 31, 2001	Unknown	Patent Pending- Iridium Swaged/Brazed Electrode Assembly

Non-U.S. Patents

Country	Licensor Name and Address	Date of License/ Sublicense	Issue Date	Non-U.S. Patent No.
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 14, 1984	537,242
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	May 26, 198	573,008
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	July 20, 1989	586,761
BE	Federal-Mogul Worldwide, Inc.	May 31, 2001	May 4, 1981	887,047
CA	Federal-Mogul Worldwide, Inc.	May 31, 2001	September 21, 1982	1,132,143
CA	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 5, 1984	1,168,531
CA	Federal-Mogul Worldwide, Inc.	May 31, 2001	February 9, 1988	1,232,620
CA	Federal-Mogul Worldwide, Inc.	May 31, 2001	May 1, 1999	1,268,490
DE	Federal-Mogul Worldwide, Inc.	May 31, 2001	December 10, 1998	19,617,794
DE	Federal-Mogul Worldwide, Inc.	May 31, 2001	December 2, 1993	3,787,965
DE	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 6, 1991	3,036,223

27

Schedule III to
the Guarantee and
Collateral Agreement

Country	Licensor Name and Address	Date of License/ Sublicense	Issue Date	Non-U.S. Patent No.
EPO	Federal-Mogul Worldwide, Inc.	May 31, 2001	October 27, 1993	277,178
FR	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 29, 1984	2,468,234
FR	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 29, 1984	2,566,767
FR	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 29, 1984	8,022,476
GB	Federal-Mogul Worldwide, Inc.	May 31, 2001	January 7, 1998	2,309,050
IT	Federal-Mogul Worldwide, Inc.	May 31, 2001	December 16, 1987	1,186,712
JP	Federal-Mogul Worldwide, Inc.	May 31, 2001	February 24, 1992	56,067,187
MX	Federal-Mogul Worldwide, Inc.	May 31, 2001	March 16, 1983	148,143
MX	Federal-Mogul Worldwide, Inc.	May 31, 2001	February 12, 1988	155,274
MX	Federal-Mogul Worldwide, Inc.	May 31, 2001	December 4, 1992	165,801
MX	Federal-Mogul Worldwide, Inc.	May 31, 2001	Unknown	196,633
MX	Federal-Mogul Worldwide, Inc.	May 31, 2001	Unknown	961,639
NZ	Federal-Mogul Worldwide, Inc.	May 31, 2001	August 24, 1984	195,331
UK	Federal-Mogul Worldwide, Inc.	May 31, 2001	April 9, 1997	2,300,449
UK	Federal-Mogul Worldwide, Inc.	May 31, 2001	October 26, 1983	GB2,060,773
UK	Federal-Mogul Worldwide, Inc.	May 31, 2001	October 21, 1987	GB2,160,858
UK	Federal-Mogul Worldwide, Inc.	May 31, 2001	January 14, 1998	GB2,294,261
UK	Federal-Mogul Worldwide, Inc.	May 31, 2001	January 7, 1998	GB2,309,050
VE	Federal-Mogul Worldwide, Inc.	May 31, 2001	Unknown	44,581
ZA	Federal-Mogul Worldwide, Inc.	May 31, 2001	August 26, 1981	8,005,008
ZA	Federal-Mogul Worldwide, Inc.	May 31, 2001	November 25, 1981	8,007,059

28

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patent Applications

Country	Licensor Name and Address	Date of License/ Sublicense	Filing Date	Non-U.S. Application No.
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	October 1, 1980	8,062,857
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	December 23, 1980	8,065,688
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 19, 1985	8,543,814
AU	Federal-Mogul Worldwide, Inc.	May 31, 2001	July 30, 1987	8,777,830
BR	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 21, 1981	P18006759
CA	Federal-Mogul Worldwide, Inc.	May 31, 2001	March 25, 1996	2,172,585
DK	Federal-Mogul Worldwide, Inc.	May 31, 2001	March 29, 1988	8801750
GB	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 26, 1985	8,516,124
GB	Federal-Mogul Worldwide, Inc.	May 31, 2001	September 22, 1995	9,519,358
GB	Federal-Mogul Worldwide, Inc.	May 31, 2001	September 22, 1995	9,621,155
IT	Federal-Mogul Worldwide, Inc.	May 31, 2001	October 20, 1980	1,127,892
IT	Federal-Mogul Worldwide, Inc.	May 31, 2001	October 20, 1980	8,049,941
IT	Federal-Mogul Worldwide, Inc.	May 31, 2001	May 28, 1995	8,520,927
JP	Federal-Mogul Worldwide, Inc.	May 31, 2001	July 30, 1987	1,503,622
JP	Federal-Mogul Worldwide, Inc.	May 31, 2001	June 27, 1985	61,017,468
JP	Federal-Mogul Worldwide, Inc.	May 31, 2001	September 22, 1980	92,010,195
PCT	Federal-Mogul Worldwide, Inc.	May 31, 2001	July 30, 1987	WO8800929

29

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

30

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY CHAMPION AEROSPACE INC.

U.S. Patent Registrations

Patent Numbers	Issue Date
4,814,664	March 21, 1989
4,978,309	December 18, 1990
5,028,346	July 2, 1991
5,032,969	July 16, 1991
5,082,806	January 21, 1992
5,083,932	July 11, 1991
5,187,404	August 5, 1991
5,283,499	February 1, 1994
5,402,637	April 4, 1995
5,592,118	January 7, 1997
5,654,868	August 5, 1997
5,656,966	August 12, 1997
5,852,381	December 22, 1998
5,981,982	November 9, 1999
5,970,324	October 19, 1999
6,285,008	September 4, 2001
6,297,568	October 2, 2001

U.S. Patent Applications

None.

Non-U.S. Patent Registrations

None.

31

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patent Applications

Country	Filing Date	Application No.
AU	December 23, 1999	200,027,139
AU	January 11, 2001	200,129,352
CN	December 23, 1999	1,332,895
EP	December 23, 1999	1,155,485
EP	January 11, 2001	1,247,317
GB	February 22, 1991	2,241,739
GB	January 24, 1994	2,273,612
GB	January 24, 1994	2,277,212
GB	February 22, 1991	2,277,414
WO	January 11, 2001	200,152,376
WO	December 23, 1999	200,039,902

32

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY CHAMPION AEROSPACE INC.

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
BRINGING POWER TO FLIGHT	November 2, 1993	1,801,860

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

None.

Non-U.S. Trademark Applications

None.

Trade Names

Trade Names

Champion Aviation Products

Champion

Champion Aerospace

Champion Spark Plug

Champion Aviation, Inc.

Wagner Power Supplies

Wagner Lamp Banks

Auburn Igniters

Livingston Leads and Exciters

33

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY CHRISTIE ELECTRIC CORP.

U.S. Copyright Registrations

None.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

34

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF CHRISTIE ELECTRIC CORP.
AS LICENSOR ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

35

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

36

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF CHRISTIE ELECTRIC CORP.
AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

37

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

38

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY CHRISTIE ELECTRIC CORP.

U.S. Patent Registrations

Patent Numbers	Issue Date
4,746,852	May 24, 1988

U.S. Patent Applications

None.

Non-U.S. Patent Registrations

Country	Issue Date	Patent No.
AU	September 22, 1988	577,412
AU	September 22, 1988	8,548,559
CA	September 26, 1989	1,260,058

Non-U.S. Patent Applications

Country	Issue Date	Application No.
EP	October 21, 1985	181,112
JP	October 29, 1985	61221539

39

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY CHRISTIE ELECTRIC CORP.

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
REFLEX	June 27, 1972	936,522
DIGIFLEX	October 4, 1983	1,252,763
CASP	September 30, 1986	1,411,141
CHRISTIE	October 27, 1992	1,727,289
DATAFX	July 29, 1997	2,083,649
PROEASE	October 9, 2001	2,496,591

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

None.

Non-U.S. Trademark Applications

None.

Trade Names

Trade Names

MarathonNorco

Aerospace

Norco, Inc.

40

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY MARATHON POWER TECHNOLOGIES COMPANY

U.S. Copyright Registrations

None.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

41

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF MARATHON POWER TECHNOLOGIES COMPANY
AS LICENSOR ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

42

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patent Applications

None.

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

43

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF MARATHON POWER TECHNOLOGIES
COMPANY AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

44

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Patent Applications

None.

C.  Trademarks

U.S. Trademarks

Licensor Name and Address	Date of License/ Sublicense	U.S. Mark	Reg. Date	Reg. No.
Flennor, Inc. and Walther Flenders	Unknown	FLENNOR*	Unknown	Unknown

* In connection with the acquisition of the Norco, Inc. business by Marathon Power Technologies Company (“Marathon”), Marathon was to receive written confirmation from Flennor, Inc. and Walther Flenders stating that Marathon has a royalty-free, worldwide license from Flennor, Inc. and Walther Flenders permitting Marathon to use the FLENNOR trademark in the acquired business as currently conducted or as proposed to be conducted.  Such confirmation has not been received and there has been correspondence between Norco, Inc., Marathon and Walther Flenders raising a question as to whether Marathon has such a license.

U.S. Trademark Applications

None.

45

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

46

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY MARATHON POWER TECHNOLOGIES COMPANY

U.S. Patent Registrations

Patent Numbers	Issue Date
5,044,679	September 3, 1991
5,191,805	March 9, 1993
5,192,098	March 9, 1993
5,265,970	November 30, 1993
5,364,201	November 15, 1994
5,366,313	November 22, 1994
5,592,852	January 14, 1997
5,680,795	October 28, 1997
5,709,127	January 20, 1998
5,860,324	January 19, 1999
5,950,997	October 28, 1997
6,428,060	August 6, 2002

U.S. Patent Applications

Application Numbers	Filing Date
08/934,602	Unknown

Non-U.S. Patent Registrations

None.

Non-U.S. Patent Applications

Country	Filing Date	Application No.
AU	October 19, 1995	9,540,087*
AU	July 1, 1996	9,664,048*
WO	October 19, 1995	9,614,522*
WO	July 1, 1996	9,702,441*

* These patents applications have been assigned to Marathon Power Technologies Company by Norco, Inc. and are currently being recorded.

47

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY MARATHON POWER
TECHNOLOGIES COMPANY

U.S. Trademark Registrations

Mark	Reg. Date	Reg. No.
BALL REVERSER	December 30, 1980	1,144,720
NORCO INC. (and Design)	May 12, 1981	1,153,612
MARATHON	April 16, 1985	1,330,727
SUPERPOWER	July 9, 1985	1,347,534
FN (and Design)	September 10, 1985	1,358,860
FLENNUT	October 1, 1996	2,004,333
M (and Design)	March 5, 2002	2,543,727

U.S. Trademark Applications

Mark	Filing Date	Application No.
M Marathon Superpower (and Design)	February 2, 1999	75/632,368
M Marathon (and Design)	February 2, 1999	75/632,383

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

Country	Mark	Reg. Date	Reg. No.
Canada	MARATHON	September 17, 2001	550,881
CTM	MARATHON	October 9, 2001	1,220,789
United Kingdom	MARATHON	May 4, 1985	B1,241,295

Non-U.S. Trademark Applications

None.

48

Schedule III to
the Guarantee and
Collateral Agreement

Trade Names

Trade Names

MarathonNorco

Aerospace

Norco, Inc.

49

Schedule III to
the Guarantee and
Collateral Agreement

U.S. COPYRIGHTS OWNED BY ZMP, INC.

U.S. Copyright Registrations

None.

Pending U.S. Copyright Applications for Registration

None.

Non-U.S. Copyright Registrations

None.

Non-U.S. Pending Copyright Applications for Registration

None.

50

Schedule III to
the Guarantee and
Collateral Agreement

LICENSES

PART 1

LICENSES/SUBLICENSEES OF ZMP, INC.
AS LICENSOR ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

51

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

52

Schedule III to
the Guarantee and
Collateral Agreement

PART 2

LICENSEES/SUBLICENSES OF ZMP, INC.
AS LICENSEE ON DATE HEREOF

A.  Copyrights

U.S. Copyrights

None.

Non-U.S. Copyrights

None.

B.  Patents

U.S. Patents

None.

U.S. Patent Applications

None.

Non-U.S. Patents

None.

Non-U.S. Patent Applications

None.

53

Schedule III to
the Guarantee and
Collateral Agreement

C.  Trademarks

U.S. Trademarks

None.

U.S. Trademark Applications

None.

Non-U.S. Trademarks

None.

Non-U.S. Trademark Applications

None.

D.  Others

None.

54

Schedule III to
the Guarantee and
Collateral Agreement

PATENTS OWNED BY ZMP, INC.

U.S. Patent Registrations

None.

U.S. Patent Applications

None.

Non-U.S. Patent Registrations

None.

Non-U.S. Patent Applications

None.

55

Schedule III to
the Guarantee and
Collateral Agreement

TRADEMARK/TRADE NAMES OWNED BY ZMP, INC.

U.S. Trademark Registrations

None.

U.S. Trademark Applications

None.

State Trademark Registrations

None.

Non-U.S. Trademark Registrations

None

56

Schedule III to
the Guarantee and
Collateral Agreement

Non-U.S. Trademark Applications

None.

Trade Names

Trade Names

Adams Rite Products

Adams Rite Sabre International

57

Exhibit A to the
Guarantee and
Collateral Agreement

SUPPLEMENT NO. [•] dated as of [•], to the Guarantee and Collateral Agreement dated as of July 22, 2003 (the “Guarantee and Collateral Agreement”), among TD FUNDING CORPORATION., a Delaware corporation (the “Borrower”), TD ACQUISITION CORPORATION, a Delaware corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “SubsidiaryGuarantors”; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE FIRST BOSTON, (“CSFB”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).

A.  Reference is made to the Credit Agreement dated as of July 22, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the lenders named therein (the “Lenders”), and CSFB, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent for the Lenders.

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.

C.  The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit.  Section 7.16 of the Guarantee and Collateral Agreement provides that additional Domestic Subsidiaries of the Loan Parties may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 7.16 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and

1

Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof.  In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary.  Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary.  The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Collateral Agent.  Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5.  Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal

2

or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.  All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Guarantee and Collateral Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below.

SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
	by
		Name:
		Title:
		Address:
		Legal Name:
		Jurisdiction
		of Formation:
		Location of Chief
		Executive Office:
CREDIT SUISSE FIRST BOSTON, as Collateral Agent
	by
		Name:
		Title:
	by
		Name:
		Title:

3

Schedule I to
Supplement No.      to the
Guarantee and
Collateral Agreement

LOCATION OF COLLATERAL

Description Location

JURISDICTION OF FORMATION

Schedule II to
Supplement No.      to the
Guarantee and
Collateral Agreement

Pledged Securities of the New Subsidiary

CAPITAL STOCK

Issuer Number of
Certificate Registered
Owner Number and
Class of
Equity Interests Percentage
of Equity
Interests

DEBT SECURITIES

Issuer Principal
Amount Date of Note Maturity Date

INTELLECTUAL PROPERTY

Exhibit B to
Guarantee and
Collateral Agreement

FORM OF PERFECTION CERTIFICATE

Reference is made to (a) the Credit Agreement dated as of July 22, 2003 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among TD Funding Corporation (the “Borrower”), TD Acquisition Corporation, (“Holdings”), the lenders named therein (the “Lenders”) and Credit Suisse First Boston, a bank organized under the laws of Switzerland, acting through its Cayman Islands branch, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) and (b) the Guarantee and Collateral Agreement dated as of July 22, 2003 among the Borrower, Holdings, the Subsidiaries identified therein (the “Guarantors”) and the Collateral Agent.  Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Documents referred to therein, as applicable.

The undersigned, a Financial Officer and general counsel, respectively, of the Borrower, hereby certify to the Administrative Agent and each other Secured Party as follows:

1.  Names.  (a)  The exact legal name of each Grantor, as such name appears in its respective certificate of formation, is as follows:

(b) Set forth below is each other legal name each Grantor has had in the past five years, together with the date of the relevant change:

(c) Except as set forth in Schedule 1 hereto, no Grantor has changed its identity or corporate structure in any way within the past five years.  Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization.  If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation.

(d) The following is a list of all other names (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years:

(e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization:

2.  Current Locations.  (a)  The chief executive office of each Grantor is located at the address set forth opposite its name below:

Grantor Mailing Address County State

(b) Set forth below opposite the name of each Grantor are all locations where such Grantor maintains any books or records relating to any Accounts Receivable (with each location at which chattel paper, if any, is kept being indicated by an “*”):

Grantor Mailing Address County State

(c) The jurisdiction of formation of each Grantor that is a registered organization is set forth opposite its name below:

Grantor: Jurisdiction:

(d) Set forth below opposite the name of each Grantor are all the locations where such Grantor maintains any Equipment or other Collateral not identified above:

Grantor Mailing Address County State

(e) Set forth below opposite the name of each Grantor are all the places of business of such Grantor not identified in paragraph (a), (b), (c) or (d) above:

Grantor Mailing Address County State

(f) Set forth below opposite the name of each Grantor are the names and addresses of all Persons other than such Grantor that have possession of any of the Collateral of such Grantor:

Grantor Mailing Address County State

3.  Unusual Transactions.  All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

4.  File Search Reports.  File search reports have been obtained from each Uniform Commercial Code filing office identified with respect to such Grantor in Section 2 hereof, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit Agreement.

5.  UCC Filings.  Financing statements in substantially the form of Schedule 5 hereto have been prepared for filing in the proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is located and, to the extent any of the collateral is comprised of fixtures, timber to be cut or as extracted collateral from the wellhead or minehead, in the proper local jurisdiction, in each case as set forth with respect to such Grantor in Section 2 hereof.

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6.  Schedule of Filings.  Attached hereto as Schedule 6 is a schedule setting forth, with respect to the filings described in Section 5 above, each filing and the filing office in which such filing is to be made.

7.  Stock Ownership and other Equity Interests.  Attached hereto as Schedule 7 is a true and correct list of all the issued and outstanding stock, partnership interests, limited liability company membership interests or other equity interest of the Borrower and each Subsidiary and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests. Also set forth on Schedule 7 is each equity investment of Holdings, the Borrower or any Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.

8.  Debt Instruments.  Attached hereto as Schedule 8 is a true and correct list of all promissory notes and other evidence of indebtedness held by Holdings, the Borrower and each Subsidiary that are required to be pledged under the Guarantee and Collateral Agreement, including all applicable intercompany notes between Holdings and each Subsidiary of Holdings and each Subsidiary of Holdings and each other such Subsidiary.

9.  Advances.  Attached hereto as Schedule 9 is (a) a true and correct list of all advances made by the Borrower to any Subsidiary of the Borrower or made by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the Borrower (other than those identified on Schedule 8), which advances are on the date hereof evidenced by one or more intercompany notes pledged to the Administrative Agent pursuant to the requirements of the Guarantee and Collateral Agreement and (b) a true and correct list of all unpaid intercompany transfers of goods sold and delivered by or to the Borrower or any Subsidiary of the Borrower.

10.  Intellectual Property.  Attached hereto as Schedule 10(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Grantor’s Patents, Patent Licenses, Trademarks and Trademark Licenses, including the name of the registered owner, the registration number and the expiration date of each Patent, Patent License, Trademark and Trademark License owned by any Grantor. Attached hereto as Schedule 10(B) in proper form for filing with the United States Copyright Office is a schedule setting forth all of each Grantor’s Copyrights and Copyright Licenses, including the name of the registered owner, the registration number and the expiration date of each Copyright or Copyright License owned by any Grantor.

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IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this 22nd day of July, 2003.

TD FUNDING CORPORATION,
	by
		Name:
		Title:
TRANSDIGM INC.,
	by
		Name:
		Title:

4

EX-10.15

EXHIBIT 10.15

TAX SHARING AGREEMENT

THIS AGREEMENT (this “Agreement”) made and entered into as of July 22, 2003, by and among TD Holding Corporation, a Delaware corporation (“TD Holding”), TransDigm Holding Company, a Delawarecorporation and direct wholly-owned subsidiary of TD Holding (“TDHC”), TransDigm Inc., a Delawarecorporation and direct wholly-owned subsidiary of TDHC (“TransDigm”), and such direct and indirect subsidiaries of TD Holding that are listed on Exhibit A hereto from time to time (collectively with TDHC and TransDigm, the “Subsidiaries” and each individually, a “Subsidiary”).

WITNESSETH:

WHEREAS, TD Holding and each of the Subsidiaries qualifies as an “includible corporation” within the meaning of Section 1504(b) of the Code (as defined below);

WHEREAS, the TransDigm Group (as defined below) qualifies as an “affiliated group” within the meaning of Section 1504(a) of the Code;

WHEREAS, TD Holding is the common parent corporation of the TransDigm Group; and

WHEREAS, the TransDigm Group desires to take advantage of the tax savings that may result from the filing of U.S. federal income tax returns on a consolidated basis, in accordance with Sections 1501 et seq. of the Code and the Treasury Regulations promulgated thereunder.

NOW, THEREFORE, in consideration of the covenants, agreements, terms and conditions contained herein, and for other good, valid and binding consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.  Defined Terms.  As used in this Agreement, the following terms shall have the following meanings.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Fiscal Year” shall mean the annual accounting period of TD Holding and any other Member.

“Interim Payments” shall have the meaning set forth in Section 3(b) of this Agreement.

“Member” shall mean a member (as defined in Treasury Regulations Section 1.1502-1(b)), of the TransDigm Group.

“Separate Return Liability” shall mean, with respect to any Subsidiary for any Fiscal Year, the U.S. federal income taxes (including any minimum tax or alternative minimum tax) that would be payable by such Subsidiary to the U.S. Treasury had the

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Subsidiary filed a separate income tax return for that Fiscal Year based on the Subsidiary’s Separate Taxable Income for that Fiscal Year.

“Separate Taxable Income” shall mean, with respect to any Subsidiary for any Fiscal Year, the income, gains, losses, deductions and credits of such Subsidiary for that Fiscal Year calculated as follows:  (i) any dividends received by one Member from another Member will be assumed to qualify for the 100% dividends received deduction of Section 243 of the Code or shall otherwise be eliminated from such calculation; (ii) gain or loss on intercompany transactions, whether or not deferred, shall be treated by each Member in the manner required by Treasury Regulations Section 1.1502-13; (iii) limitations on the calculation of a deduction or the utilization of tax credits or the calculation of a tax liability shall be made on a consolidated basis; (iv) net operating losses and credits of a Subsidiary shall be treated as available to such Subsidiary in determining such Subsidiary’s Separate Taxable Income, and shall not be reduced even if such net operating losses or credits are used in determining the consolidated taxable income of the TransDigm Group, instead, such net operating losses and credits shall be reduced only if, when and to the extent used in determining the Separate Taxable Income of the Subsidiary; and (v) elections relating to tax credits and tax computations that differ from the consolidated treatment if separate returns were filed shall be made on an annual basis by TD Holding.

“Subsidiary” and “Subsidiaries” shall have the meanings set forth in the heading of this Agreement.

“Tax Payment Amount” shall mean, with respect to any Subsidiary for any Fiscal Year, an amount equal to the lesser of:

(i) the Subsidiary’s Separate Return Liability for that Fiscal Year; or

(ii) the product of (a) TransDigm Group’s actual consolidated U.S. federal tax liability for such Fiscal Year and (b) a fraction, the numerator of which is such Subsidiary’s Separate Return Liability for that Fiscal Year and the denominator of which is the sum of each Subsidiaries’ Separate Return Liability for that Fiscal Year.

“TDHC” shall have the meaning set forth in the heading of this Agreement.

“TD Holding” shall have the meaning set forth in the heading of this Agreement.

“TransDigm” shall have the meaning set forth in the heading of this Agreement.

“TransDigmGroup” shall mean the affiliated group of corporations consisting of TD Holding, as the common parent, and each of the Subsidiaries.

SECTION 2.  Consent to Filing of Consolidated Return.

(a)           TD Holding shall file a consolidated U.S. federal income tax return, and pay to the U.S. Treasury any taxes due thereon, on behalf of the TransDigm Group for the taxable year

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ending September 30, 2003, and for each subsequent taxable period for which this Agreement is in effect and for which the TransDigm Group is required or permitted to file a consolidated tax return; provided, that TD Holding shall not be liable for any taxes attributable to a Subsidiary if such Subsidiary has not complied with its tax payment requirements as set forth in Section 3 hereof.  Each Subsidiary shall execute and file such consents, elections and other documents that may be required or appropriate for the proper filing of such returns.

(b)           Each corporation that, subsequent to the date of this Agreement, becomes a Member shall be added to the list of Subsidiaries contained in Exhibit A hereto.  TransDigm (or the applicable Member that is the direct parent corporation of such Subsidiary) shall cause each of the Subsidiaries listed on Exhibit A hereto, as amended from time to time, to become a party hereto by executing this Agreement in counterpart.

SECTION 3.  Tax Payments.

(a)           Each Subsidiary shall make payments to TD Holding with respect to each Fiscal Year equal to its respective Tax Payment Amount for such Fiscal Year.  Such payments shall be made in the manner set forth in paragraphs (b) and (c) below.

(b)           From time to time during the Fiscal Year each Subsidiary shall make interim payments (“Interim Payments”) to TD Holding with respect to its Tax Payment Amount (i) pursuant to the schedule set forth in Section 6655(c) of the Code and (ii) calculated under the principles Section 6655(d) of the Code.  Interim Payments shall be made no later than 5 calendar days prior to the due date of the relevant estimated tax payment.

(c)           If a Subsidiary’s Tax Payment Amount for a particular Fiscal Year is greater than its aggregate Interim Payments with respect to such Fiscal Year, then such Subsidiary shall pay to TD Holding the excess of its Tax Payment Amount over its aggregate Interim Payments at least five calendar days before TD Holding files the TransDigm Group’s consolidated U.S. federal income tax return in respect of such Fiscal Year.  If a Subsidiary’s aggregate Interim Payments for a particular Fiscal Year exceed its Tax Payment Amount with respect to such Fiscal Year, such excess shall be allowed as a credit to the Subsidiary in respect of the Interim Payment next due from that Subsidiary to TD Holding.

SECTION 4.  Adjustments to the Tax Payment Amount.

(a)           If for any Fiscal Year the Internal Revenue Service makes an upward adjust to, or TD Holding files an amended return resulting in an upward adjustment of, the TransDigm Group’s consolidated U.S. federal income tax liability with respect to such Fiscal Year, then each Subsidiary shall pay to TD Holding an amount equal to the excess of the Tax Payment Amount for such Fiscal Year, as adjusted, over the Tax Payment Amount for such Fiscal Year paid to date.  In the event of a downward adjustment, the excess of a Subsidiary’s Tax Payment Amount for such Fiscal Year paid to date over its Tax Payment Amount, as adjusted, shall be allowed as a credit to the Subsidiary in respect of the Interim Payment next due from that Subsidiary to TD Holding under Section 3 of this Agreement.

(b)           The payments required under this Section 4 shall be made promptly after a “determination” (as defined in Section 1313(a) of the Code) in respect of the amount at issue;

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provided, however, that payments in the case of the filing of an amended return shall be made promptly upon such filing.

SECTION 5.  Interest Payments.  Interest will be paid pursuant to this Agreement only with respect to payments required to be made by a Subsidiary as a result of any adjustment or redetermination of income by the Internal Revenue Service or in the case of a filing of an amended return.  Such interest will be calculated at the applicable overpayment or underpayment rate and shall otherwise be determined in the same manner as would be determined by the Internal Revenue Service.

SECTION 6.  Appointment of TD Holding as Agent.  Each Subsidiary hereby appoints TD Holding its agent with full power to act on its behalf in all matters concerning the consolidated U.S. federal income tax returns filed on behalf of the TransDigm Group, including the preparation and filing of such returns (including any amendments thereto), making or revoking all elections with respect thereto, negotiating and settling any audit, examination or administrative proceeding with respect to such tax returns, and commencing and prosecuting any judicial proceeding related to such tax returns.

SECTION 7.  State Tax Returns.  The provisions of this Agreement shall apply, as appropriately adjusted, to any Members filing combined, consolidated, unitary or similar income or franchise returns for state tax purposes.

SECTION 8.  Miscellaneous.

(a)           This Agreement and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

(b)           This Agreement shall constitute the entire agreement between the parties concerning the subject matter hereof and shall supersede any prior agreements and understandings between or among the parties with respect to the subject matter hereof.

(c)           The validity, interpretation and enforceability of this Agreement shall be governed in all respects by the laws of the State of New York, without regard to conflict of law principles.

(d)           Failure of any party at any time to require the other party’s performance of any obligation under this Agreement shall not affect the right to require performance of that obligation.  Any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver of any right under this Agreement.

(e)           Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or of any provision hereof.

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(f)            Every provision of this Agreement is intended to be severable.  If any term or provision hereof is determined to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

(g)           This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.  The signatures of any party to any such counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart.

(h)           This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations herein shall be assigned by any party hereto without the prior written consent of the other parties hereto.

(i)            Matters of interpretation and calculations under this Agreement shall be made in good faith by TD Holding.

(j)            Upon request by TD Holding, each Subsidiary shall pay to TD Holding, no later than the due date of the next Interim Payment due following such request, such Subsidiary’s pro rata share of (i) amounts expended by TD Holding in connection with the determination of the tax liability of the TransDigm Group and the preparation of necessary tax return filings and (ii) amounts expended by TD Holding in determining amounts due pursuant to this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

TD HOLDING CORPORATION		TRANSDIGM HOLDING COMPANY
By:	/s/ W. Nicholas Howley	By:	/s/ W. Nicholas Howley
Name:	W. Nicholas Howley	Name:	W. Nicholas Howley
Title:	President	Title:	President / Chief Executive Officer
TRANSDIGM INC.		MARATHON POWER TECHNOLOGIES COMPANY
By:	/s/ W. Nicholas Howley	By:	/s/ W. Nicholas Howley
Name:	W. Nicholas Howley	Name:	W. Nicholas Howley
Title:	Chairman / Chief Executive Officer	Title:	Chairman / Chief Executive Officer
ZMP, INC.		CHAMPION AEROSPACE, INC.
By:	/s/ W. Nicholas Howley	By:	/s/ W. Nicholas Howley
Name:	W. Nicholas Howley	Name:	W. Nicholas Howley
Title:	Chairman / Chief Executive Officer	Title:	Chairman / Chief Executive Officer
ADAMS RITE AEROSPACE, INC.		CHRISTIE ELECTRIC CORP.
By:	/s/ W. Nicholas Howley	By:	/s/ W. Nicholas Howley
Name:	W. Nicholas Howley	Name:	W. Nicholas Howley
Title:	Chairman / Chief Executive Officer	Title:	Chairman / Chief Executive Officer

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EXHIBIT A

Marathon Power Technologies Company, a Delaware corporation

ZMP, Inc., a California corporation

Adams Rite Aerospace, Inc., a California corporation

Champion Aerospace, Inc., a Delaware corporation

Christie Electric Corp., a California corporation

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EX-12.1

														EXHIBIT 12.1
	COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
	(Dollars in Thousands)
																Pro Forma
																Thirty-Nine
	Fiscal Year Ended September 30,											Thirty-Nine Weeks Ended				Weeks Ended
	1998		1999			2000		2001		2002		June 29,  2002		June 28,  2003		June 28,  2003
Earnings:
Total earnings (loss)	$	14,137	$	(16,917	)	$	10,779	$	14,358	$	30,629	$	20,864	$	39,859	$	35,960
Income tax provision (credit)	12,986		(2,772		)	7,972		9,386		16,804		13,516		22,420		8,014
Pre Tax Earnings (loss)	27,123		(19,689		)	18,751		23,744		47,433		34,380		62,279		43,974
Fixed charges:
Interest charges	3,175		22,722			28,563		31,926		36,538		27,200		26,163		38,987
Interest factor of operating rents	197		227			323		365		419		314		441		480
Total fixed charges	3,372		22,949			28,886		32,291		36,957		27,514		26,604		39,467
Earnings as adjusted	$	30,495	$	3,260		$	47,637	$	56,035	$	84,390	$	61,894	$	88,883	$	83,441
Ratio of earnings to fixed     charges	9.0		--			1.6		1.7		2.3		2.2		3.3		2.1

EX-23.1

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Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Registration Statement of TransDigm Holding Company, TransDigm Inc. and Subsidiary Guarantors on Form S-4 of our report dated December 2, 2002 (except for Note 20 as to which the date is August 11, 2003) and of our report dated December 2, 2002 relating to the consolidated financial statement schedule, appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the headings "Summary Historical and Pro Forma Consolidated Financial Data", "Selected Historical Consolidated Financial Data" and "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio
August 28, 2003

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INDEPENDENT AUDITORS' CONSENT

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated March 1, 2001, except for Note 7, as to which the date is May 31, 2003, with respect to the financial statements of Federal-Mogul Aviation, Inc. included in the Registration Statement on Form S-4 and related Prospectus of TransDigm Inc. for the exchange offer for $400,000,000 of 8³/8% Senior Subordinated Notes due 2011.

/s/ Ernst & Young LLP

Detroit, MI
August 28, 2003

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CONSENT OF INDEPENDENT AUDITORS

EX-25.1

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2) o

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York	13-5160382
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. Employer Identification No.)
One Wall Street, New York, New York	10286
(Address of principal executive offices)	(Zip code)

TransDigm Inc.*
(Exact name of obligor as specified in its charter)
Delaware	34-1750032
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
26380 Curtiss Wright Parkway Richmond Heights, Ohio	44143
(Address of principal executive offices)	(Zip code)

*See Additional Registrants below.

TransDigm Holding Company
(Exact name of obligor as specified in its charter)
Delaware	13-3733378
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
26380 Curtiss Wright Parkway Richmond Heights, Ohio	44143
(Address of principal executive offices)	(Zip code)

Champion Aerospace Inc.
(Exact name of obligor as specified in its charter)
Delaware	58-2623644
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1230 Old Norris Road Liberty, South Carolina	29657
(Address of principal executive offices)	(Zip code)

Adams Rite Aerospace, Inc.
(Exact name of obligor as specified in its charter)
California	95-4056812
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4141 North Palm Street Fullerton, California	92635
(Address of principal executive offices)	(Zip code)

ZMP, Inc.
(Exact name of obligor as specified in its charter)
California	95-4056651
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4141 North Palm Street Fullerton, California	92635
(Address of principal executive offices)	(Zip code)

Christie Electronic Corp.
(Exact name of obligor as specified in its charter)
California	95-0987760
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8301 Imperial Drive Waco, Texas	76712
(Address of principal executive offices)	(Zip code)

Marathon Power Technologies Company
(Exact name of obligor as specified in its charter)
Delaware	74-2707437
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8301 Imperial Drive Waco, Texas	76712
(Address of principal executive offices)	(Zip code)

8 3/8% Senior Subordinated Notes due 2011

(Title of the Indenture securities)

Item 1.General Information.

Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006 and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation		550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association		New York, N.Y. 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None. (See Note on page 2.)

Item 16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	-	A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4.	-	A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)
6.	-	The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7.	-	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

NOTE

Inasmuch as this Form T-1 is being filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 28^th day of August 2003.

THE BANK OF NEW YORK
By:	/s/ Joseph A. Lloret
Name:	Joseph A. Lloret
Title:	Assistant Treasurer

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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2003, published
in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	4,389,492
Interest-bearing balances		3,288,212
Securities:
Held-to-maturity securities		654,763
Available-for-sale securities		17,626,360
Federal funds sold in domestic offices		1,759,600
Securities purchased under agreements to resell		911,600
Loans and lease financing receivables:
Loans and leases held for sale		724,074
Loans and leases, net of unearned income	32,368,718
LESS: Allowance for loan and  lease losses	826,505
Loans and leases, net of unearned income and allowance		31,542,213
Trading Assets		7,527,662
Premises and fixed assets (including capitalized leases)		825,706
Other real estate owned		164
Investments in unconsolidated subsidiaries and associated companies		260,940
Customers’ liability to this bank on acceptances outstanding		225,935
Intangible assets
Goodwill		2,027,675
Other intangible assets		75,330
Other assets		4,843,295
Total assets		$	76,683,021

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LIABILITIES
Deposits:
In domestic offices		$	33,212,852
Noninterest-bearing	12,997,086
Interest-bearing	20,215,766
In foreign offices, Edge and Agreement subsidiaries, and IBFs		24,210,507
Noninterest-bearing	595,520
Interest-bearing	23,614,987
Federal funds purchased in domestic offices		375,322
Securities sold under agreements to repurchase		246,755
Trading liabilities		2,335,466
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		959,997
Bank’s liability on acceptances executed and outstanding		227,253
Subordinated notes and debentures		2,090,000
Other liabilities		5,716,796
Total liabilities		$	69,374,948
Minority interest in consolidated subsidiaries		540,772
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus		1,056,295
Retained earnings		4,463,720
Accumulated other comprehensive income		112,002
Other equity capital components		0
Total equity capital		6,767,301
Total liabilities minority interest and equity capital		$	76,683,021

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I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith Directors

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EX-99.1

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Exhibit 99.1

[Form of Letter of Transmittal]

TRANSDIGM INC.
26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143

LETTER OF TRANSMITTAL

FOR 8³/8% SENIOR SUBORDINATED NOTES DUE 2011

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE

Exchange Agent:
THE BANK OF NEW YORK

By Facsimile:
(212) 298-1915

Confirm by telephone:
(212) 815-5920

By Mail, Hand or Courier:
The Bank of New York
Corporate Trust Department
Reorganization Unit
101 Barclay Street
Floor 7 East
New York, New York 10286

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus dated                        , 2003 (the "Prospectus") of TransDigm Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal for 8³/8% Senior Subordinated Notes due 2011 which may be amended from time to time (this "Letter"), which together constitute the Company's offer (the "Exchange Offer") to exchange, for each $1,000 in principal amount of its outstanding 8³/8% Senior Subordinated Notes due 2011 issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Original Notes"), $1,000 in principal amount of 8³/8% Senior Subordinated Notes due 2011 (the "Exchange Notes").

        The undersigned has completed, executed and delivered this Letter to indicate the action he or she desires to take with respect to the Exchange Offer.

        All holders of Original Notes who wish to tender their Original Notes must, prior to the Expiration Date: (1) complete, sign, date and mail or otherwise deliver this Letter to the Exchange Agent, in person or to the address set forth above; and (2) tender his or her Original Notes or, if a tender of Original Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility"), confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance with the procedures for tendering described in the Instructions to this Letter. Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this Letter to be delivered to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—How to Tender" in the Prospectus. (See Instruction 1).

        The Instructions included with this Letter must be followed in their entirety. Questions and requests for assistance or for additional copies of the Prospectus or this Letter may be directed to the Exchange Agent, at the address listed above.

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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING
THE INSTRUCTIONS TO THIS LETTER, CAREFULLY
BEFORE CHECKING ANY BOX BELOW

        Capitalized terms used in this Letter and not defined herein shall have the respective meanings ascribed to them in the Prospectus.

        List in Box 1 below the Original Notes of which you are the holder. If the space provided in Box 1 is inadequate, list the certificate numbers and principal amount of Original Notes on a separate SIGNED schedule and affix that schedule to this Letter.

BOX 1

TO BE COMPLETED BY ALL TENDERING HOLDERS

NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN IF BLANK)		CERTIFICATE NUMBER(S)(1)	PRINCIPAL AMOUNT OF ORIGINAL NOTES	PRINCIPAL AMOUNT OF ORIGINAL NOTES TENDERED(2)
		TOTALS:
(1)	Need not be completed if Original Notes are being tendered by book-entry transfer.
(2)	Unless otherwise indicated, the entire principal amount of Original Notes represented by a certificate or Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered.

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Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned tenders to the Company the principal amount of Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered with this Letter, the undersigned exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Original Notes tendered.

        The undersigned constitutes and appoints the Exchange Agent as his or her agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Original Notes, with full power of substitution, to: (a) deliver certificates for such Original Notes; (b) deliver Original Notes and all accompanying evidence of transfer and authenticity to or upon the order of the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to which the undersigned is entitled upon the acceptance by the Company of the Original Notes tendered under the Exchange Offer; and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of the Original Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that he or she has full power and authority to tender, exchange, assign and transfer the Original Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the assignment and transfer of the Original Notes tendered.

        The undersigned agrees that acceptance of any tendered Original Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the registration rights agreement (as described in the Prospectus) and that, upon the issuance of the Exchange Notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances). By tendering Original Notes, the undersigned certifies that (i) any Exchange Notes received by the undersigned will be acquired in the ordinary course of its business, (ii) at the time of commencement of the Exchange Offer, the undersigned had no arrangements or understanding with any person to participate in the distribution of the Original Notes or the Exchange Notes within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), (iii) the undersigned is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, the undersigned will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes, and (v) if the undersigned is a broker-dealer, it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

o

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

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o

CHECK HERE IF YOU ARE NOT SUCH A BROKER-DEALER BUT ARE A QUALIFIED INSTITUTIONAL BUYER OR OTHERWISE RECEIVED THE INITIAL SECURITIES IN A TRANSACTION OR SERIES OF TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

        The undersigned understands that the Company may accept the undersigned's tender by delivering written notice of acceptance to the Exchange Agent, at which time the undersigned's right to withdraw such tender will terminate.

        All authority conferred or agreed to be conferred by this Letter shall survive the death or incapacity of the undersigned, and every obligation of the undersigned under this Letter shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. Tenders may be withdrawn only in accordance with the procedures set forth in the Instructions contained in this Letter.

        Unless otherwise indicated under "Special Delivery Instructions" below, the Exchange Agent will deliver Exchange Notes (and, if applicable, a certificate for any Original Notes not tendered but represented by a certificate also encompassing Original Notes which are tendered) to the undersigned at the address set forth in Box 1.

        The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter, the Prospectus shall prevail.

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o

CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Institution which Guaranteed Delivery:

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2

PLEASE SIGN HERE
WHETHER OR NOT ORIGINAL NOTES ARE BEING
PHYSICALLY TENDERED HEREBY

X
X
(SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY)	(DATE)

Area Code and Telephone Number:

            This box must be signed by registered holder(s) of Original Notes as their name(s) appear(s) on certificate(s) for Original Notes, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Letter. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. (See Instruction 3)

Name(s):
	(PLEASE PRINT)
Capacity:
Address:
	(INCLUDE ZIP CODE)

Signature(s) Guaranteed by an Eligible Institution: (If required by Instruction 3)
	(AUTHORIZED SIGNATURE)
(TITLE)
(NAME OF FIRM)

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BOX 3
PAYOR'S NAME: The Bank of New York

SUBSTITUTE
FORM W-9 PAYEE INFORMATION (please print or type)
Individual or business name:

REQUEST FOR	Check appropriate box:
TAXPAYER	o	Individual/Sole Proprietor	o	Corporation	o	Partnership
IDENTIFICATION	o	Other	o	Exempt from backup withholding
NUMBER AND
CERTIFICATION

Address (number, street and apt. or suite no.):

DEPARTMENT OF	City, state and ZIP code:
THE TREASURY

INTERNAL REVENUE SERVICE	PART I: TAXPAYER IDENTIFICATION NUMBER ("TIN") Enter your TIN below. For individuals, your TIN is your social security number. Sole proprietors may enter either their social security number or their employer identification number. If you are a limited liability company that is disregarded as an entity separate from your owner, enter your owner's social security number or employer identification number, as applicable. For other entities, your TIN is your employer identification number.
	Social security number:
	o  o  o  -  o  o  -  o  o  o  o
	OR
	Employer identification number:
	o  o  -  o  o  o  o  o  o  o
	o Applied For
	PART II: CERTIFICATION
	Certification Instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service (the "IRS") that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2.

Under penalties of perjury, I certify that:
1.	The number shown on this form is my correct TIN or a TIN has not been issued to me and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide my TIN to the payor, a portion of all reportable payments made to me by the payor will be withheld until I provide my TIN to the payor and that, if I do not provide my TIN to the payor within 60 days of submitting this Substitute Form W-9, such retained amounts shall be remitted to the IRS as backup withholding.
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding.
3.	I am a U. S. person (including a U. S. resident alien).
THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

Signature: Date:

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BOX 4
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if certificates for Original Notes in a principal amount not exchanged, or Exchange Notes, are to be issued in the name of someone other than the person whose signature appears in Box 2, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue and deliver:
(check appropriate boxes)
o    Original Notes not tendered
o    Exchange Notes, to:

Name(s):
	(PLEASE PRINT)
Address:

Please complete the Substitute Form W-9 at Box 3

Tax I.D. or Social Security Number:

BOX 5
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if certificates for Original Notes in a principal amount not exchanged, or Exchange Notes, are to be sent to someone other than the person whose signature appears in Box 2 or to an address other than shown in Box 1.

Deliver:
(check appropriate boxes)

o    Original Notes not tendered
o    Exchange Notes, to:

Name:
	(PLEASE PRINT)
Address:

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INSTRUCTIONS

Forming Part of the Terms and
Conditions of the Exchange Offer

1.     Delivery of this Letter and Certificates.  Certificates for Original Notes or a Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed copy of this Letter and any other documents required by this Letter, must be received by the Exchange Agent at one of its addresses set forth herein on or before the expiration of the exchange offer on the Expiration Date. The method of delivery of this Letter, certificates for Original Notes or a Book-Entry Confirmation, as the case may be, and any other required documents is at the election and risk of the tendering holder, but except as otherwise provided below, the delivery will be deemed made when actually received by the Exchange Agent. If delivery is by mail, the use of registered mail with return receipt requested, properly insured, is suggested.

        Holders whose Original Notes are not immediately available or who cannot deliver their Original Notes or a Book-Entry Confirmation, as the case may be, and all other required documents to the Exchange Agent on or before the Expiration Date may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedure: (i) tender must be made by or through an Eligible Institution (as defined in the Prospectus under the caption "The Exchange Offer—How to Tender"); (ii) prior to the expiration of the exchange offer on the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) (x) setting forth the name and address of the holder, the description of the Original Notes and the principal amount of Original Notes tendered, (y) stating that the tender is being made thereby and (z) guaranteeing that, within three business days after the date of execution of such Notice of Guaranteed Delivery, this Letter together with the certificates representing the Original Notes or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent; and (iii) this Letter, the certificates for all tendered Original Notes or a Book-Entry Confirmation, as the case may be, as well as all other documents required by this Letter, must be received by the Exchange Agent within three business days after the date of execution of such Notice of Guaranteed Delivery, all as provided in the Prospectus under the caption "The Exchange Offer—How to Tender."

        All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Original Notes will be determined by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all tenders that are not in proper form or the acceptance of which, in the opinion of the Company's counsel, would be unlawful. The Company also reserves the right to waive any irregularities or defects or conditions of tender as to particular Original Notes. All tendering holders, by execution of this Letter, waive any right to receive notice of acceptance of their Original Notes.

        Neither the Company, the Exchange Agent nor any other person shall be obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice.

2.     Partial Tenders; Withdrawals.  If less than the entire principal amount of any Original Note evidenced by a submitted certificate or by a Book-Entry Confirmation is tendered, the tendering holder must fill in the principal amount tendered in the fourth column of Box 1 above. All of the Original Notes represented by a certificate or by a Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. A certificate for Original Notes not tendered will be sent to the holder, unless otherwise provided in Box 5, as soon as practicable after the Expiration Date, in the event that less than the entire principal amount of Original Notes represented

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by a submitted certificate is tendered (or, in the case of Original Notes tendered by book-entry transfer, such non-exchanged Original Notes will be credited to an account maintained by the holder with the Book-Entry Transfer Facility).

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date. To be effective with respect to the tender of Original Notes, a written or facsimile transmission of notice of withdrawal must: (i) be received by the Exchange Agent at the address indicated above before the Company notifies the Exchange Agent that it has accepted the tender of Original Notes pursuant to the Exchange Offer; (ii) specify the name of the person named in this Letter as having tendered the Original Notes; (iii) contain a description of the Original Notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such Original Notes and the principal amount (which must be an authorized denomination) of Original Notes represented by such certificates; (iv) a statement that such holder is withdrawing his election to have such Original Notes exchanged; (v) the name of the registered holder of such Original Notes and (vi) be signed by the holder in the same manner as the original signature on this Letter (including any required signature guarantee) or be accompanied by evidence satisfactory to the Company that the person withdrawing the tender has succeeded to the beneficial ownership of the Original Notes being withdrawn.

3.     Signatures on this Letter; Assignments; Guarantee of Signatures.  If this Letter is signed by the holder(s) of Original Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificate(s) for such Original Notes, without alteration, enlargement or any change whatsoever.

        If any of the Original Notes tendered hereby are owned by two or more joint owners, all owners must sign this Letter. If any tendered Original Notes are held in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are names in which certificates are held.

        If this Letter is signed by the holder of record and (i) the entire principal amount of the holder's Original Notes are tendered; and/or (ii) untendered Original Notes, if any, are to be issued to the holder of record, then the holder of record need not endorse any certificates for tendered Original Notes, nor provide a separate bond power. If any other case, the holder of record must transmit a separate bond power with this Letter.

        If this Letter or any certificate or assignment is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and proper evidence satisfactory to the Company of their authority to so act must be submitted, unless waived by the Company.

        Signatures on this Letter must be guaranteed by an Eligible Institution, unless Original Notes are tendered: (i) by a holder who has not completed the Box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter; or (ii) for the account of an Eligible Institution. In the event that the signatures in this Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of The Securities Transfer Agents Medallion Program (STAMP), The New York Stock Exchanges Medallion Signature Program (MSP) or The Stock Exchanges Medallion Program (SEMP) (collectively, "Eligible Institutions"). If Original Notes are registered in the name of a person other than the signer of this Letter, the Original Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution.

4.     Special Issuance and Delivery Instructions.  Tendering holders should indicate, in Box 4 or 5, as applicable, the name and address to which the Exchange Notes or certificates for Original Notes not

10

exchanged are to be issued or sent, if different from the name and address of the person signing this Letter. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate.

5.     Taxpayer Identification Number.  Under U.S. federal income tax laws, payments made by the Company on account of Exchange Notes issued pursuant to the Exchange Offer may be subject to back-up withholding (currently at a rate of 28%). In order to prevent back-up withholding, each tendering holder must provide the Exchange Agent with his or her correct taxpayer identification number ("TIN"), which, in the case of a holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, each tendering holder must complete the "Substitute Form W-9" in Box 3 certifying that the TIN provided is correct (or that the holder is awaiting a TIN) and that: (i) the holder has not been notified by the Internal Revenue Service that he or she is subject to back-up withholding as a result of failure to report all interest or dividends; (ii) the Internal Revenue Service ("IRS") has notified the holder that he or she is no longer subject to back-up withholding; or (iii) certify in accordance with the "Substitute Form W-9" that such holder is exempt from back-up withholding.

        Certain holders (including, among others, all corporations and certain foreign individuals) are exempt from these back-up withholding and reporting requirements. To prevent possible erroneous back-up withholding, an exempt U.S. holder must check the appropriate box under "Payee Information," enter its correct TIN in Part I of the Substitute Form W-9, and sign and date the form. See the Substitute Form W-9 in Box 3 for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed IRS Form W-8BEN (or other applicable IRS form), signed under penalties of perjury attesting to such exempt status. Such forms may be obtained from the Exchange Agent.

        If you do not have a TIN, check the box "Applied For" in Part I of the Substitute Form W-9 and sign and date the form. If you do not provide your TIN to the payor within 60 days, back-up withholding will begin and continue until you furnish your TIN to the payor. Note: Checking the "Applied For" box in Part I of the Substitute Form W-9 indicates that you have already applied for a TIN or that you intend to apply for one in the near future.

        If you have any questions concerning the Substitute Form W-9 or any information required therein, please contact the Exchange Agent, as payor.

6.     Transfer Taxes.  The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer. If, however, the Exchange Notes or certificates for Original Notes not exchanged are to be delivered to, or are to be issued in the name of, any person other than the record holder, or if tendered certificates are recorded in the name of any person other than the person signing this Letter, or if a transfer tax is imposed by any reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, then the amount of such transfer taxes (whether imposed on the record holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of taxes or exemption from taxes is not submitted with this Letter, the amount of transfer taxes will be billed directly to the tendering holder.

        Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the certificates listed in this Letter.

7.     Waiver of Conditions.  The Company reserves the absolute right to amend or waive any of the specified conditions in the Exchange Offer in the case of any Original Notes tendered.

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8.     Mutilated, Lost, Stolen or Destroyed Certificates.  Any holder whose certificates for Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above, for further instructions.

9.     Requests for Assistance or Additional Copies.  Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus or this Letter, may be directed to the Exchange Agent.

        Important:    This Letter (together with certificates representing tendered Original Notes or a Book-Entry Confirmation and all other required documents) must be received by the Exchange Agent, or the guaranteed delivery procedures must be complied with, on or before the Expiration Date (as defined in the Prospectus).

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PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW
BOX 1 TO BE COMPLETED BY ALL TENDERING HOLDERS
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer

EX-99.2

Exhibit 99.2

[Form of Notice of Guaranteed Delivery]

TRANSDIGM INC.

EXCHANGE OFFER
TO HOLDERS OF ITS
8³/8% SENIOR SUBORDINATED NOTES DUE 2011

NOTICE OF GUARANTEED DELIVERY

        As set forth in the Prospectus dated                        , 2003 (the "Prospectus") of TransDigm Inc. (the "Company") under the heading "The Exchange Offer—How to Tender" and in the Letter of Transmittal (the "Letter of Transmittal") relating to the offer (the "Exchange Offer") by the Company to exchange up to $400,000,000 in principal amount of its 8³/8% Senior Subordinated Notes due 2011 (the "Exchange Notes") for all of its outstanding 8³/8% Senior Subordinated Notes due 2011, issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Original Notes"), this form or one substantially equivalent hereto must be used to accept the Exchange Offer of the Company if: (i) certificates for the Original Notes are not immediately available; or (ii) time will not permit all required documents to reach the Exchange Agent (as defined below) on or prior to the Expiration Date (as defined in the Prospectus) of the Exchange Offer. Such form may be delivered by hand or transmitted by facsimile transmission, letter, or courier to the Exchange Agent.

To:

THE BANK OF NEW YORK,
(the "Exchange Agent")

By Facsimile:
(212) 298-1915

Confirm by telephone:
(212) 815-5920

By Mail, Hand or Courier:
The Bank of New York
Corporate Trust Department
Reorganization Unit
101 Barclay Street
Floor 7 East
New York, New York 10286

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMITTAL OF THIS INSTRUMENT TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

Ladies and Gentlemen:

        The undersigned hereby tenders to the Company, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedure described in the Prospectus and the Letter of Transmittal.

Principal Amount of Original Notes
Tendered:

Certificate Nos. (if available):

Total Principal Amount
Represented by Original Notes
Certificate(s):

Account Number: 

Dated:  , 2003

Sign Here


Signature(s): 

Please Print the Following Information:

Name(s): 

Address: 

Area Code and Tel. No(s): 

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GUARANTEE
The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that delivery to the Exchange Agent of certificates tendered hereby, in proper form for transfer, or delivery of such certificates pursuant to the procedure for book-entry transfer, in either case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof) and any other required documents, is being made within three business days after the date of execution of a Notice of Guaranteed Delivery of the above-named person.
Name of Firm:
Authorized Signature:
Number and Street or P.O. Box:
City:	State:	Zip Code:
Area Code and Tel. No.:
Dated:                         , 2003

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EX-99.3

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Exhibit 99.3

[Form of Letter to Client]

TRANSDIGM INC.
OFFER TO EXCHANGE
UP TO $400,000,000 IN PRINCIPAL AMOUNT OF
8³/8% SENIOR SUBORDINATED NOTES DUE 2011
FOR
ALL OF ITS OUTSTANDING
8³/8% SENIOR SUBORDINATED NOTES DUE 2011 AND
SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED

To Our Clients:

        Enclosed for your consideration is a Prospectus dated                        , 2003 (as the same may be amended or supplemented from time to time, the "Prospectus") and a form of Letter of Transmittal (the "Letter of Transmittal") relating to the offer (the "Exchange Offer") by TransDigm Inc. (the "Company") to exchange up to $400,000,000 in principal amount of its 8³/8% Senior Subordinated Notes due 2011 (the "Exchange Notes") for all of its outstanding 8³/8% Senior Subordinated Notes due 2011, issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Original Notes").

        The material is being forwarded to you as the beneficial owner of Original Notes carried by us for your account or benefit but not registered in your name. A tender of any Original Notes may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Original Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Original Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish us to tender any or all of your Original Notes, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Original Notes.

        YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO TENDER ORIGINAL NOTES ON YOUR BEHALF IN ACCORDANCE WITH THE PROVISIONS OF THE EXCHANGE OFFER. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2003, unless extended (the "Expiration Date"). Original Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

        If you wish to have us tender any or all of your Original Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Original Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer of TransDigm Inc.

THIS WILL INSTRUCT YOU TO TENDER THE PRINCIPAL AMOUNT OF ORIGINAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE UNDERSIGNED, PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

Box 1 o	Please tender my Original Notes held by you for my account or benefit. I have identified on a signed schedule attached hereto the principal amount of Original Notes to be tendered if I wish to tender less than all of my Original Notes.
Box 2 o	Please do not tender any Original Notes held by you for my account or benefit.

Date:                        , 2003

Signature(s)

Please print name(s) here

        Unless a specific contrary instruction is given in a signed Schedule attached hereto, your signature(s) hereon shall constitute an instruction to us to tender all of your Original Notes

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INSTRUCTIONS

EX-99.4

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Exhibit 99.4

[Form of Letter to Nominees]

TRANSDIGM INC.

OFFER TO EXCHANGE
UP TO $400,000,000 IN PRINCIPAL AMOUNT OF
8³/8% SENIOR SUBORDINATED NOTES DUE 2011
FOR
ALL OF ITS OUTSTANDING
8³/8% SENIOR SUBORDINATED NOTES DUE 2011 ISSUED AND
SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED

To Securities Dealers, Commercial Banks
Trust Companies And Other Nominees:

        Enclosed for your consideration is a Prospectus dated                        (as the same may be amended or supplemented from time to time, the "Prospectus") and a form of Letter of Transmittal (the "Letter of Transmittal") relating to the offer (the "Exchange Offer") by TransDigm Inc. (the "Company") to exchange up to $400,000,000 in principal amount of its 8³/8% Senior Subordinated Notes due 2011 (the "Exchange Notes") for all of its outstanding 8³/8% Senior Subordinated Notes due 2011, issued and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Original Notes").

        We are asking you to contact your clients for whom you hold Original Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Original Notes registered in their own name. The Company will not pay any fees or commissions to any broker, dealer or other person in connection with the solicitation of tenders pursuant to the Exchange Offer. You will, however, be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Company will pay all transfer taxes, if any, applicable to the tender of Original Notes to it or its order, except as otherwise provided in the Prospectus and the Letter of Transmittal.

        Enclosed are copies of the following documents:

        1.     The Prospectus;

        2.     A Letter of Transmittal for your use in connection with the tender of Original Notes and for the information of your clients;

        3.     A form of letter that may be sent to your clients for whose accounts you hold Original Notes registered in your name or the name of your nominee, with space provided for obtaining the clients' instructions with regard to the Exchange Offer; and

        4.     A form of Notice of Guaranteed Delivery.

        Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on                        , 2003, unless extended (the "Expiration Date"). Original Notes tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.

        To tender Original Notes, certificates for Original Notes or a Book-Entry Confirmation, a duly executed and properly completed Letter of Transmittal or a facsimile thereof, and any other required documents, must be received by the Exchange Agent as provided in the Prospectus and the Letter of Transmittal.

        Additional copies of the enclosed material may be obtained from The Bank of New York, the Exchange Agent, by calling (212) 815-5920.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

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[Form of Letter to Nominees]