8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 10, 2005

TransDigm Inc.	TransDigm Holding Company
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)

Delaware	Delaware
(State or other jurisdiction of incorporation)	(State or other jurisdiction of incorporation)
333-108340	333-108340-06
(Commission File Number)	(Commission File Number)
34-1750032	13-3733378
(IRS Employer Identification No.)	(IRS Employer Identification No.)
1301 East 9th Street, Suite 3710, Cleveland, Ohio	44114
(Address of principal executive offices)	(Zip Code)

Registrants’ telephone number, including area code (216) 289-4939

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, in July 2004, TransDigm Inc. (“TransDigm”) acquired all of the issued and outstanding shares of capital stock of Avionic Instruments Inc. (“Avionic”) and DAC Realty Corp. (“DAC”). On February 10, 2005, and in accordance with the terms of that certain Indenture, dated as of July 22, 2003, among TransDigm, The Bank of New York, as trustee (the “Trustee”), and the other parties named therein (as supplemented from time to time, the “Indenture”), TransDigm Holding Company, TransDigm, Avionic, DAC, certain other direct and indirect subsidiaries of TransDigm and the Trustee, entered into that certain Second Supplemental Indenture to the Indenture (the “Second Supplemental Indenture”). In addition, on February 10, 2005, and in accordance with the terms of that certain Amended and Restated Credit Agreement, dated as of April 1, 2004, among TransDigm and the other parties named therein (as amended from time to time, the “Credit Agreement”), Avionic, DAC and Credit Suisse First Boston, as collateral agent, entered into Supplement No. 2 (“Supplement No. 2”) to the Guarantee and Collateral Agreement, dated as of July 22, 2003, among TransDigm and the other parties named therein. Pursuant to the terms of the Second Supplemental Indenture and Supplement No. 2, Avionic and DAC agreed to, among other things, guarantee all of the indebtedness of TransDigm outstanding under the Indenture and the Credit Agreement, respectively. In addition, under the terms of Supplement No. 2, Avionic and DAC pledged substantially all of their assets to secure their guaranteed obligations.

Copies of the Second Supplemental Indenture and Supplement No. 2 are attached to this filing as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference, and the foregoing summary of the terms and conditions of the Second Supplemental Indenture and Supplement No. 2 is qualified in its entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10.1	Second Supplemental Indenture, dated as of February 10, 2005, among TransDigm Holding Company, TransDigm Inc., Avionic Instruments Inc., DAC Realty Corp., the other direct and indirect subsidiaries of TransDigm Inc. named therein and The Bank of New York, as trustee.
10.2	Supplement No. 2, dated as of February 10, 2005, among Avionic Instruments Inc., DAC Realty Corp. and Credit Suisse First Boston, as collateral agent, to the Guarantee and Collateral Agreement, dated as of July 22, 2003, among TransDigm Holding Company, TransDigm Inc., the direct and indirect subsidiaries of TransDigm Inc. named therein and Credit Suisse First Boston, as collateral agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSDIGM INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Chief Financial Officer

Date: February 16, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRANSDIGM HOLDING COMPANY
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Chief Financial Officer

Date: February 16, 2005

EXHIBIT INDEX

Exhibit No.	Description
10.1	Second Supplemental Indenture, dated as of February 10, 2005, among TransDigm Holding Company, TransDigm Inc., Avionic Instruments Inc., DAC Realty Corp., the other direct and indirect subsidiaries of TransDigm Inc. named therein and The Bank of New York, as trustee.
10.2	Supplement No. 2, dated as of February 10, 2005, among Avionic Instruments Inc., DAC Realty Corp. and Credit Suisse First Boston, as collateral agent, to the Guarantee and Collateral Agreement, dated as of July 22, 2003, among TransDigm Holding Company, TransDigm Inc., the direct and indirect subsidiaries of TransDigm Inc. named therein and Credit Suisse First Boston, as collateral agent.

EX-10.1

Exhibit 10.1

TRANSDIGM INC.,

THE GUARANTORS named herein

and

THE BANK OF NEW YORK, as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of February 10, 2005

To

Indenture Dated as of July 22, 2003 By and Among

TRANSDIGM INC.,

the GUARANTORS named therein and

THE BANK OF NEW YORK, as Trustee

Pursuant to which there were issued $400,000,000 of

8 ³/8% Senior Subordinated Notes due 2011

of TransDigm Inc.

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “SUPPLEMENTAL INDENTURE”), dated as of February 10, 2005, among Avionic Instruments Inc., a Delaware corporation and a wholly-owned subsidiary of TransDigm Inc. (“AVIONIC”), DAC Realty Corp., a New Jersey corporation and a wholly-owned subsidiary of TransDigm Inc. (“DAC” and, together with Avionic, the “GUARANTEEING SUBSIDIARIES” and each such subsidiary is referred to herein as a “GUARANTEEING SUBSIDIARY”), TransDigm Inc., a Delaware corporation and the successor by merger to TD Funding Corporation (the “COMPANY”), TransDigm Holding Company, a Delaware corporation and the successor by merger to TD Acquisition Corporation (“HOLDINGS”), Adams Rite Aerospace, Inc., a California corporation (“ADAMS RITE”), ZMP, Inc., a California corporation (“ZMP”), MarathonNorco Aerospace, Inc., a Delaware corporation (“MARATHON”), Christie Electric Corp., a Delaware corporation (“CHRISTIE”), TD Finance Corporation, a Delaware corporation (“TD FINANCE”), and Champion Aerospace, Inc., a Delaware corporation (“CHAMPION” and, together with the Guaranteeing Subsidiaries, Holdings, Adams Rite, ZMP, Marathon, Christie and TD Finance, the “GUARANTORS”), and The Bank of New York, as trustee under the indenture referred to below (the “TRUSTEE”).

W I T N E S S E T H

WHEREAS, the Company, Holdings, Adams Rite, ZMP, Marathon, Christie and Champion have heretofore executed and delivered to the Trustee an indenture (the “INDENTURE”), dated as of July 22, 2003 providing for the issuance by the Company of an aggregate principal amount of up to $400 million of 8 ³/8% Senior Subordinated Notes due 2011 (the “NOTES”) and the guarantees thereof by Holdings, Adams Rite, ZMP, Marathon, Christie and Champion;

WHEREAS, the Company, Holdings, Adams Rite, ZMP, Marathon, Christie, Champion and TD Finance have heretofore executed and delivered to the Trustee the First Supplemental Indenture (the “FIRST SUPPLEMENTAL INDENTURE”), dated as of October 13, 2003, to the Indenture, pursuant to which, and subject to the terms and conditions set forth therein, TD Finance agreed to provide a senior subordinated guarantee of payment of the Notes issued by the Company under the Indenture;

WHEREAS, the Indenture provides that under certain circumstances newly created or acquired Domestic Restricted Subsidiaries of the Company shall execute and deliver to the Trustee a supplemental indenture providing for a senior subordinated guarantee of payment of the Notes by such New Domestic Subsidiary (the “SUBSIDIARY GUARANTEE”); and

WHEREAS, pursuant to Section 9.01(g) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing

Subsidiary covenants and agrees for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. GUARANTEE, ETC. Each Guaranteeing Subsidiary hereby agrees that on the effective date of this Supplemental Indenture it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantee granted by it pursuant to the terms hereof shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary (or any successor entity), as such, shall have any liability for any obligations of the Company, such Guaranteeing Subsidiary or any other Guarantor under the Notes, any Guarantee, the Indenture, the First Supplemental Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPART ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

7. EFFECT OF HEADINGS. The Section headings have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

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

TRANSDIGM INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	VP and Chief Financial Officer
TRANSDIGM HOLDING COMPANY
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	VP and Chief Financial Officer
TD FINANCE CORPORATION
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	VP and Treasurer
ADAMS RITE AEROSPACE, INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary
ZMP, INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary
MARATHONNORCO AEROSPACE, INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary
CHRISTIE ELECTRIC CORP.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary

CHAMPION AEROSPACE, INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary
AVIONIC INSTRUMENTS INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary
DAC REALTY CORP.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer and Asst. Secretary
THE BANK OF NEW YORK, as Trustee
By:	/s/ Joseph A. Lloret
Name:	Joseph A. Lloret
Title:	Assistant Secretary

EX-10.2

Exhibit 10.2

SUPPLEMENT NO. 2 dated as of February 10, 2005 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of July 22, 2003 (as supplemented from time to time, the “Guarantee and Collateral Agreement”), among TRANSDIGM INC., a Delaware corporation and the successor by merger to TD Funding Corporation (the “Borrower”), TRANSDIGM HOLDING COMPANY, a Delaware corporation and the successor by merger to TD Acquisition Corporation (“Holdings”), each subsidiary of the Borrower listed on Schedule I thereto and the subsidiary of the Borrower joined as Guarantor and Grantor under the Guarantee and Collateral Agreement pursuant to Supplement No. 1 thereto, dated as of October 9, 2003 (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; 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 Amended and Restated Credit Agreement, dated as of April 1, 2004 (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 in accordance with, and subject to the terms and conditions set forth in, the Credit Agreement. 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. Each of the undersigned Subsidiaries (each, a “New Subsidiary” and, collectively, the “New Subsidiaries”) 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, in each case, in accordance with, and subject to the terms and conditions set forth in, the Credit Agreement.

Accordingly, the Collateral Agent and the New Subsidiaries agree as follows:

SECTION 1. In accordance with Section 7.16 of the Guarantee and Collateral Agreement, each New Subsidiary by its signature below becomes a Grantor and a Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if such New Subsidiary were originally named therein as a Grantor and a Subsidiary Guarantor and each such New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and 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 a Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof. In furtherance of the foregoing, each 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 such New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of such New Subsidiary. Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include each of the New Subsidiaries. The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2. Each 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 each 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. Each 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 such New Subsidiary and (b) set forth under its signature hereto, is the true and correct legal name of such 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, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

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 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 a New Subsidiary shall be given to it at the address set forth under its signature below.

SECTION 9. Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses incurred by it in connection with this Supplement, including the reasonable fees, other reasonable charges and reasonable disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, the New Subsidiaries and the Collateral Agent have duly executed this Supplement No. 2 to the Guarantee and Collateral Agreement as of the day and year first above written.

AVIONIC INSTRUMENTS INC.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer

Address: 1414 Randolph Avenue

               Avenel, New Jersey 07001

Legal Name: Avionic Instruments Inc.

Jurisdiction of Formation: Delaware

Location of Chief Executive

Office: Same as address above

DAC REALTY CORP.
By:	/s/ Gregory Rufus
Name:	Gregory Rufus
Title:	Treasurer

Address: 1414 Randolph Avenue

               Avenel, New Jersey 07001

Legal Name: DAC Realty Corp.

Jurisdiction of Formation: New Jersey

Location of Chief Executive

Office: Same as address above

CREDIT SUISSE FIRST BOSTON, as
Collateral Agent
By:	/s/ Sarah Wu
Name:	Sarah Wu
Title:	Director
By:	/s/ Vanessa Gomez
Name:	Vanessa Gomez
Title:	Vice President

LOCATION OF COLLATERAL

Avionic Instruments Inc.

Description	Location
All assets pledged pursuant to the terms of hereof.	1414 Randolph Avenue Avenel, New Jersey 07001

DAC Realty Corp.

Description	Location
That certain parcel of real property located at 1414 Randolph Avenue Avenel, New Jersey 07001 and any personal or other property thereon.	1414 Randolph Avenue Avenel, New Jersey 07001