Exhibit 4.16


 


	
   

  	
  ,
  2007

  



 


EXCHANGE
AGENT AGREEMENT


 


The
Bank of New York Trust Company, N.A.


2
North LaSalle Street


Suite
1020


Chicago,
Illinois  60602


Attention:  Corporate Trust Administration


 


Ladies and Gentlemen:


 


TransDigm Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding and
unregistered 73⁄4% Senior Subordinated Notes due 2014 (the “Old
Securities”) for its registered 73⁄4% Senior Subordinated Notes due
2014 (the “New Securities”). The terms and
conditions of the Exchange Offer as currently contemplated are set forth in a
prospectus (the “Prospectus”) included in the
Company’s Registration Statement on Form S-4 (File No. 333-[              ]),
as amended, filed with the Securities and Exchange Commission. The Prospectus
is proposed to be distributed to all record holders of the Old Securities. The
Old Securities and the New Securities are collectively referred to herein as
the “Securities.”


 


The Company hereby appoints The Bank of New York Trust
Company, N.A. to act as exchange agent (the “Exchange Agent”)
in connection with the Exchange Offer, and The Bank of New York Trust Company,
N.A. hereby accepts such appointment. References hereinafter to “you” shall
refer to The Bank of New York Trust Company, N.A.


 


The Exchange Offer is expected to be commenced by the
Company on or about                     ,
2007. The Letter of Transmittal (the “Letter of Transmittal”)
accompanying the Prospectus (or in the case of book-entry securities, the
Automated Tender Offer Program (“ATOP”) of the
Book-Entry Transfer Facility (as defined below)) is to be used by the holders
of the Old Securities to accept the Exchange Offer and contains instructions
with respect to (i) the delivery of certificates for Old Securities
tendered in connection therewith and (ii) the book-entry transfer of
Securities to the Exchange Agent’s account.


 


The Exchange Offer shall expire at 5:00 p.m., New York
City time, on                     ,
2007 or on such later date or time to which the Company may extend the


 

















 


Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set
forth in the Prospectus, the Company expressly reserves the right to extend the
Exchange Offer from time to time and may extend the Exchange Offer by giving
oral (confirmed in writing) or written notice to you before 5:00 p.m., New York
City time, on the business day following the previously scheduled Expiration
Date.


 


The Company expressly reserves the right to amend or
terminate the Exchange Offer, and not to accept for exchange any Old Securities
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption “The
Exchange Offer—Conditions to the Exchange Offer.”  The Company will give oral (confirmed in
writing) or written notice of any amendment, termination or nonacceptance to
you as promptly as practicable.


 


In carrying out your duties as Exchange Agent, you are
to act in accordance with the following instructions:


 


1.             You will perform such
duties and only such duties as are specifically set forth in (i) the section of
the Prospectus captioned “The Exchange Offer” or (ii) the Letter of
Transmittal, or such other duties as are specifically set forth herein or as
may be subsequently agreed to in writing by you and the Company; provided, however, that in no way will your general duty to
act in good faith be discharged by the foregoing.


 


2.             You will establish an
account with respect to the Old Securities at The Depository Trust Company (the
“Book-Entry Transfer Facility”) for
purposes of the Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the Book-Entry
Transfer Facility’s systems may make book-entry delivery to you of the Old
Securities by causing the Book-Entry Transfer Facility to transfer such Old
Securities into your account in accordance with the Book-Entry Transfer
Facility’s procedure for such transfer.


 


3.             You are to examine
each of the Letters of Transmittal and certificates for Old Securities (or
confirmation of book-entry transfer into your account at the Book-Entry
Transfer Facility) and any other documents delivered or mailed to you by or for
holders of the Old Securities to ascertain whether: (i) the Letters of
Transmittal and any such other documents are duly executed and properly
completed in accordance with the instructions set forth therein; and (ii) the
Old Securities have otherwise been properly tendered. In each case where the
Letter of Transmittal or any other document has been improperly completed or
executed or any of the certificates for Old Securities are not in proper form
for transfer or some other irregularity in connection with the acceptance of
the Exchange Offer exists, you will endeavor to inform the presenters of the
need for fulfillment of all requirements and to take any other action as may be
reasonably necessary or advisable to cause such irregularity to be corrected.


 


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4.             With the approval of
the Chief Executive Officer, the President or the Chief Financial Officer of
the Company (such approval, if given orally, to be confirmed in writing) or any
other party designated by such an officer in writing (each, a “Designated Officer”), you are authorized to waive any
irregularities in connection with any tender of Old Securities pursuant to the
Exchange Offer.


 


5.             Tenders of Old
Securities may be made only as set forth in the Letter of Transmittal and in
the section of the Prospectus captioned “The Exchange Offer—How to Tender,” and
Old Securities shall be considered properly tendered to you only when tendered
in accordance with the procedures set forth therein.


 


Notwithstanding the provisions of this
Paragraph 5, Old Securities which any Designated Officer shall approve as
having been properly tendered shall be considered to be properly tendered (such
approval, if given orally, shall be confirmed in writing).


 


6.             You shall advise the
Company with respect to any Old Securities received subsequent to the
Expiration Date and accept its instructions with respect to disposition of such
Old Securities.


 


7.             You shall accept
tenders:


 


(1)           in cases where the Old
Securities are registered in two or more names only if signed by all named
holders;


 


(2)           in cases where the
signing person (as indicated on the Letter of Transmittal) is acting in a
fiduciary or a representative capacity only when proper evidence of his or her
authority so to act is submitted; and


 


(3)           from persons other than
the registered holder of Old Securities, provided that
customary transfer requirements, including payment of any applicable transfer
taxes, are fulfilled.


 


You shall accept partial tenders of Old Securities
where so indicated and as permitted in the Letter of Transmittal and deliver
certificates for Old Securities to the transfer agent for split-up and return
any untendered Old Securities to the holder (or such other person as may be
designated in the Letter of Transmittal) as promptly as practicable after
expiration or termination of the Exchange Offer.


 


8.             Upon satisfaction or
waiver of all of the conditions to the Exchange Offer, the Company will notify
you (such notice, if given orally, to be confirmed in writing) of its acceptance,
promptly after the Expiration Date, of all Old Securities properly tendered and
you, on behalf of the Company, will exchange such Old Securities for New
Securities and cause such Old Securities to be cancelled. Delivery of New
Securities will be made


 


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on behalf of the Company
by you at the rate of $1,000 principal amount of New Securities for each $1,000
principal amount of Old Securities tendered promptly after notice (such notice,
if given orally, to be confirmed in writing) of acceptance of said Old
Securities by the Company; provided, however, that
in all cases, Old Securities tendered pursuant to the Exchange Offer will be
exchanged only after timely receipt by you of certificates for such Old Securities
(or confirmation of book-entry transfer into your account at the Book-Entry
Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof or delivery of an agent’s message (as defined
in the Prospectus) in lieu thereof) with any required signature guarantees and
any other required documents. You shall issue New Securities only in
denominations of $1,000 or any integral multiple thereof.


 


9.             Tenders pursuant to
the Exchange Offer are irrevocable, except that, subject to the terms and upon
the conditions set forth in the Prospectus and the Letter of Transmittal, Old
Securities tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date.


 


10.           The Company shall not
be required to exchange any Old Securities tendered if any of the conditions
set forth in the Exchange Offer are not met. Notice of any decision by the
Company not to exchange any Old Securities tendered shall be given (and
confirmed in writing if the original notice was given orally) by the Company to
you.


 


11.           If, pursuant to the
Exchange Offer, the Company does not accept for exchange all or part of the Old
Securities tendered because of an invalid tender, the occurrence of certain
other events set forth in the Prospectus under the caption “The Exchange Offer—Conditions
to the Exchange Offer” or otherwise, you shall as soon as practicable after the
expiration or termination of the Exchange Offer return those certificates for
unaccepted Old Securities (or effect appropriate book-entry transfer), together
with any related required documents and the Letters of Transmittal relating
thereto that are in your possession, to the persons who deposited them.


 


12.           All certificates for
reissued Old Securities, unaccepted Old Securities or for New Securities shall
be forwarded by (a) first-class certified mail, return receipt requested,
under a blanket surety bond protecting you and the Company from loss or
liability arising out of the non-receipt or non-delivery of such certificates,
(b) by registered mail insured separately for the replacement value of
such securities, or (c) by appropriate book-entry transfer.


 


13.           You are not authorized
to pay or offer to pay any concessions, commissions or solicitation fees to any
broker, dealer, bank or other persons or to engage or utilize any person to
solicit tenders.


 


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14.           As Exchange Agent
hereunder you:


 


(1)           shall have no duties or
obligations other than as specifically set forth in the section of the
Prospectus captioned “The Exchange Offer” or in the Letter of Transmittal, or as
specifically set forth herein or as may be subsequently agreed to in writing by
you and the Company; provided, however,
that in no way will your general duty to act in good faith be discharged by the
foregoing;


 


(2)           will be regarded as
making no representations and having no responsibilities as to the validity,
sufficiency, value or genuineness of any of the certificates or the Old
Securities represented thereby deposited with you pursuant to the Exchange
Offer, and will not be required to and will make no representation as to the
validity, value or genuineness of the Exchange Offer;


 


(3)           shall not be obligated
to take any legal action hereunder which might in your reasonable judgment
involve any expense or liability, unless you shall have been furnished with
reasonable indemnity;


 


(4)           may reasonably rely on
and shall be protected in acting in reliance upon any certificate, instrument,
opinion, notice, letter, telegram or other document or security delivered to
you and reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties;


 


(5)           may reasonably act upon
any tender, statement, request, document, agreement, certificate or other
instrument whatsoever not only as to its due execution and validity and
effectiveness of its provisions, but also as to the truth and accuracy of any
information contained therein, which you shall in good faith believe to be
genuine or to have been signed or presented by the proper person or persons;


 


(6)           may rely on and shall
be protected in acting upon written or oral instructions from any Designated
Officer of the Company;


 


(7)           may consult with your
counsel with respect to any questions relating to your duties and
responsibilities and the reasonable advice or opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted to be taken by you hereunder in good faith and in accordance
with the reasonable advice or opinion of such counsel; and


 


(8)           shall not advise any
person tendering Old Securities pursuant to the Exchange Offer as to the wisdom
of making such tender or as to the market value or decline or appreciation in
market value of any Old Securities.


 


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15.           You shall take such
action as may from time to time be requested by the Company or its counsel (and
such other action as you may reasonably deem appropriate) to furnish copies of
the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery
which accompanies the Prospectus (the “Notice of Guaranteed
Delivery”) or such other forms as may be approved from time to time
by the Company, to all persons requesting such documents and to accept and
comply with telephone requests for information relating to the Exchange Offer,
provided that such information shall relate only to the procedures for
accepting (or withdrawing from) the Exchange Offer. The Company will furnish
you with copies of such documents on your request. All other requests for
information relating to the Exchange Offer shall be directed to the Company,
Attention:  Chief Financial Officer.


 


16.           You shall advise by
facsimile transmission or e-mail to Sean Maroney, Director of Corporate
Accounting of the Company (facsimile number: (216) 706-2937; email address:
smaroney@transdigm.com), and such other person or persons as the Company may
request, daily (and more frequently during the week immediately preceding the
Expiration Date and if otherwise requested) up to and including the Expiration
Date, as to the number of Old Securities which have been tendered pursuant to
the Exchange Offer and the items received by you pursuant to this Agreement,
separately reporting and giving cumulative totals as to items properly received
and items improperly received. In addition, you will also inform, and cooperate
in making available to, the Company, its counsel or any such other person or
persons upon oral request made from time to time prior to the Expiration Date
of such other information as it or he or she reasonably requests. Such
cooperation shall include, without limitation, the granting by you to the
Company and such persons as the Company may request of access to those persons
on your staff who are responsible for receiving tenders, in order to ensure
that immediately prior to the Expiration Date the Company shall have received
information in sufficient detail to enable it to decide whether to extend the
Exchange Offer. You shall prepare a final list of all persons whose tenders
were accepted, the aggregate principal amount of Old Securities tendered, the
aggregate principal amount of Old Securities accepted and deliver said list to
the Company promptly after the Expiration Date.


 


17.           Letters of Transmittal
and Notices of Guaranteed Delivery shall be stamped by you as to the date and
the time of receipt thereof and shall be preserved by you for a period of time
at least equal to the period of time you preserve other records pertaining to
the transfer of securities. You shall dispose of unused Letters of Transmittal
and other surplus materials by returning them to the Company.


 


18.           You hereby expressly
waive any lien, encumbrance or right of set-off whatsoever that you may have
with respect to funds deposited with you for the payment of transfer taxes by
reasons of amounts, if any, borrowed by the Company, or any of its subsidiaries
or affiliates pursuant to any loan or credit agreement with you or for
compensation owed to you hereunder.


 


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19.           For services rendered
as Exchange Agent hereunder, you shall be entitled to such compensation as set
forth on Schedule I attached hereto plus reasonable out-of-pocket
expenses and reasonable legal counsel fees.


 


20.           You hereby acknowledge
receipt of the Prospectus and the Letter of Transmittal and further acknowledge
that you have examined each of them. Any inconsistency between this Agreement,
on the one hand, and the Prospectus and the Letter of Transmittal (as they may
be amended from time to time), on the other hand, shall be resolved in favor of
the latter two documents, except with respect to the duties, liabilities and
indemnification of you, as Exchange Agent, which shall be controlled by this
Agreement.


 


21.           The Company covenants
and agrees to indemnify, defend and hold you harmless in your capacity as
Exchange Agent hereunder against any loss, liability, cost or expense,
including reasonable attorneys’ fees and expenses, arising out of or in
connection with any act, omission, delay or refusal made by you hereunder in
reliance upon any signature, endorsement, assignment, certificate, order,
request, notice, instruction or other instrument or document reasonably
believed by you to be valid, genuine and sufficient and in accepting any tender
or effecting any transfer of Old Securities reasonably believed by you in good
faith to be authorized, and in delaying or refusing in good faith to accept any
tenders or effect any transfer of Old Securities; provided,
however, that the Company shall not be liable for indemnification or
otherwise for any loss, liability, cost or expense to the extent arising out of
your negligence or willful misconduct. In no case shall the Company be liable
under this indemnity with respect to any claim against you unless the Company
shall be notified by you, by letter or by facsimile transmission confirmed in
writing, of the written assertion of a claim against you or of any other action
commenced against you, promptly after you shall have received any such written
assertion or notice of commencement of action. The Company shall be entitled to
participate at its own expense in the defense of any such claim or other action
and, if the Company so elects, the Company shall assume the defense of any suit
brought to enforce any such claim. In the event that the Company shall assume
the defense of any such suit, the Company shall not thereafter be liable for
the fees and expenses of any counsel retained by you so long as you consent to
the Company’s retention of counsel, which consent may not be unreasonably
withheld; it being understood that if there is a conflict of interest, the
Company shall be required to pay for separate counsel for you. It is understood
that the Company shall not be liable under this paragraph for the fees and
expenses of more than one legal counsel for you at any one particular time
(plus any local counsel required). You agree that, without the prior written
consent of the Company (which consent shall not be unreasonably withheld), you
will not settle, compromise or consent to the entry of any judgment in respect
of any pending or threatened claim, action or proceeding in respect of which
indemnification could be sought in accordance with the indemnification
provisions of this Agreement (whether or not you or the Company is an actual or
potential party to such claim, action


 


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or proceeding), unless
such settlement, compromise or consent includes an unconditional release of the
Company from all liability arising out of such claim, action or proceeding.


 


22.           You shall arrange to
comply with all requirements under the tax laws of the United States, including
those relating to missing Tax Identification Numbers, and shall file any
appropriate reports with the Internal Revenue Service. The Company understands
that you are required to deduct 31% on payments to holders who have not
supplied their correct Taxpayer Identification Number or required certification.
Such funds will be turned over to the Internal Revenue Service in accordance
with applicable regulations.


 


23.           You shall deliver or
cause to be delivered, in a timely manner to each governmental authority to
which any transfer taxes are payable in respect of the exchange of Old
Securities, your check in the amount of all transfer taxes so payable, and the
Company shall reimburse you for the amount of any and all transfer taxes
payable in respect of the exchange of Old Securities; provided,
however, that you shall reimburse the Company for amounts refunded
to you in respect of your payment of any such transfer taxes, at such time as
such refund is received by you.


 


24.           This Agreement and your
appointment as Exchange Agent hereunder shall be construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state, and without regard to conflicts
of law principles, and shall inure to the benefit of, and the obligations
created hereby shall be binding upon, the successors and assigns of each of the
parties hereto.


 


25.           This Agreement may be
executed in two or more counterparts (including via facsimile), each of which
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


26.           In case any provision
of this Agreement 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.


 


27.           This Agreement shall
not be deemed or construed to be modified, amended, rescinded, cancelled or
waived, in whole or in part, except by a written instrument signed, in the case
of a modification, amendment, attempt to rescind or cancellation, each of the
parties hereto, and in the case of a waiver, by a duly authorized
representative of the party to be charged. This Agreement may not be modified
orally.


 


28.           Unless otherwise
provided herein, all notices, requests and other communications to any party
hereunder shall be in writing (including facsimile or similar


 


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writing) and shall be
given to such party, addressed to it, at its address or facsimile number set
forth below:


 


If to the Company:


 


TransDigm Inc.


1301 East 9th Street, Suite
3710


Cleveland, Ohio 44114


Facsimile:  (216)
706-2937


Attention:  Chief
Financial Officer


 


with a copy to:


 


Willkie Farr & Gallagher LLP


787 Seventh Avenue


New York, New York 10019


Facsimile: 
(212) 728-8111


Attention:  Cristopher Greer, Esq.


 


If to the Exchange Agent:


 


The Bank of New York Trust Company, N.A.


2 North LaSalle Street


Suite 1020


Chicago, Illinois 
60602


Facsimile:  (212)
298-1915


Attention: 
Corporate Trust Administration


 


29.           Unless terminated
earlier by the parties hereto, this Agreement shall terminate 90 days following
the Expiration Date. Notwithstanding the foregoing, Paragraphs 19, 21 and
23 shall survive the termination of this Agreement. Upon any termination of
this Agreement, you shall promptly deliver to the Company any certificates for
Securities, funds or property then held by you as Exchange Agent under this
Agreement.


 


30.           This Agreement shall be
binding and effective as of the date hereof.


 


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remainder of this page is intentionally left blank.]


 


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Please acknowledge
receipt of this Exchange Agent Agreement and confirm the arrangements herein
provided by signing and returning the enclosed copy.


 


 


	
   

  	
  TRANSDIGM INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Gregory
  Rufus

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  



 


 


Accepted
as of the date


first
above written:


 


The
Bank of New York Trust Company, N.A.,


  as
Exchange Agent


 


 


	
  By:

  	
  /s/ Roxanne Ellwanger

  	
   

  
	
   

  	
  Name:
  Roxanne Ellwanger

  
	
   

  	
  Title:
  Assistant Vice President

  



 


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SCHEDULE
I


 


	
  Administration
  Fee

  	
   

  	
  $[

  	
  ]

  	
   

  
	
  Extensions of
  Offer (per Extension)

  	
   

  	
  $[

  	
  ]

  	
   

  
	
  Midnight
  Expiration of Offer

  	
   

  	
  $[

  	
  ]