Supplement No. 8



 Exhibit 10.3 
 EXECUTION COPY 
 SUPPLEMENT NO. 8 dated as of
December 2, 2009 (this “Supplement”), to the Guarantee and Collateral Agreement dated as of June 23, 2006 (the “Guarantee and Collateral Agreement”), among TRANSDIGM INC., a Delaware corporation (the
“Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party thereto (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 AG (formerly known as
Credit Suisse) as administrative agent and collateral agent (in such capacity, the “Agent”) for the Secured Parties (as defined therein). 
 A. Reference is made to the Credit Agreement dated as of June 23, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower,
Holdings, each subsidiary of the Borrower from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Credit Suisse AG (formerly known as Credit Suisse), as administrative agent and collateral
agent (in such capacity, the “Agent”) for the Lenders, as amended by (i) that certain Amendment No. 1, Consent and Agreement dated as of January 25, 2007 and (ii) that certain Assumption Agreement dated as of
February 7, 2007. 
 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, 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 (a “New Subsidiary”)
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and 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 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 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 Secured Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the 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 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 Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures
of the New Subsidiary and the 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 the New Subsidiary’s organization number (or equivalent) from its jurisdiction of formation, (b) set forth on Schedule II attached hereto is a true and
correct schedule of any and all (i) Equity Interests and debt securities now owned by the New Subsidiary and (ii) Intellectual Property now owned by the New Subsidiary and (c) 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








 
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 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 Agent. 
 [Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the New Subsidiary and the Agent have duly executed this Supplement to
the Guarantee and Collateral Agreement as of the day and year first above written. 
  

			
	DUKES AEROSPACE, INC.
		
	by	 	 /s/ Gregory Rufus

		 	Name: Gregory Rufus
		 	Title: Secretary and Treasurer
		
		 	Address:
		 	c/o TransDigm Inc.
		 	The Tower at Erieview
		 	1301 East 9th Street, Suite 3710
		 	Cleveland, OH 44114
		 	Attn: Gregory Rufus
		 	Facsimile No: (216) 706-2937
		
		 	Legal Name: Dukes Aerospace, Inc.
		
		 	Jurisdiction
		 	of Formation: Delaware
		
		 	Location of Chief
		 	Executive Office:
		 	9060 Winnetka Avenue
		 	Northridge, CA 91324-3293










			
	CREDIT SUISSE AG, CAYMAN
	ISLANDS BRANCH (formerly known as
	Credit Suisse, Cayman Islands Branch), as Agent
		
	by	 	 /s/ Robert Hetu

		 	Name: Robert Hetu
		 	Title: Managing Director
		
	by	 	 /s/ Christopher Day

		 	Name: Christopher Day
		 	Title: Associate









 Schedule I to 
 Supplement No. 8 
 to the Guarantee and 
 Collateral Agreement 
 LOCATION OF COLLATERAL – DUKES AEROSPACE, INC. 
  

			
	 Description
	 	 Location

		
	Inventory, machinery, equipment and other personal property	 	 9060 Winnetka Avenue
 Northridge, CA 91324

		
	Inventory, machinery, equipment and other personal property	 	 Unit No. 109
 5456 East
McDowell Road
 Mesa, AZ 85215


 JURISDICTION OF FORMATION 
 Delaware 
 ORGANIZATION NUMBER (OR EQUIVALENT) (FROM
JURISDICTION OF FORMATION) 
 4730861 







 Schedule II to 
 Supplement No. 8 
 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

					
	 Dukes Aerospace, Inc.
	 	1	 	TransDigm Inc.	 	5,000 shares of common stock	 	100%

 DEBT SECURITIES 
  

							
	 Issuer
	 	 Principal
Amount
	 	 Date of Note
	 	 Maturity Date

	
	NONE

 INTELLECTUAL PROPERTY 
  

	
	NONE