Supplement No. 9, dated as of September 3, 2010



 Exhibit 10.3 

EXECUTION VERSION 

SUPPLEMENT NO. 9 dated as of September 3, 2010 (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, 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, 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 or electronic transmission (including in pdf format) 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 
  

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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] 
  

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 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. 
  

							
	 SEMCO INSTRUMENTS, 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:	 	Semco Instruments, Inc.
				
		 		 	 Jurisdiction

of Formation:
	 	Delaware
			
		 		 	Location of Chief
		 		 	 Executive Office:

25700 Rye Canyon Road

		 		 	Valencia, CA 91355



Supplement No. 9 to Guarantee and Collateral Agreement 
  









							
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent

			
		 	by	 	 /s/ Ari Bruger

		 		 	Name:	 	Ari Bruger
		 		 	Title:	 	Vice President
			
		 	by	 	 /s/ Kevin Buddhdew

		 		 	Name:	 	Kevin Buddhdew
		 		 	Title:	 	Associate


 Supplement No. 9 to
Guarantee and Collateral Agreement 







 Schedule I to 

Supplement No. 9 

to Guarantee and 

Collateral Agreement 

LOCATION OF COLLATERAL – SEMCO INSTRUMENTS, INC. 
  

			
	 Description
	 	 Location

		
	Inventory, machinery, equipment and other personal property	 	 25700 Rye Canyon Road

Valencia, CA 91355

		
	Inventory, machinery, equipment and other personal property	 	 Avenida Libre Comercio numero 6

Parque Industrial Nuevo Nogales
 Nogales, Sonora,
Mexico


 JURISDICTION OF FORMATION 

Delaware 

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

0778865 
  

 Schedule I-1 









 Schedule II to 

Supplement No. 9 

to 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
	 
					
	 Semco Instruments, Inc.
	    	A1	    	TransDigm Inc.	    	4,824,204 shares of Class A Common Stock	    	100	% 

 DEBT SECURITIES

  

							
	 Issuer
	 	 Principal
Amount
	 	 Date of Note
	 	 Maturity Date

	NONE

 INTELLECTUAL
PROPERTY 
  

			
	Trade Names and Unregistered Trademarks:	 	 Semco
 Semco
Instruments
 Semco Instruments, Inc.

SEMPAK
 SEMFLEX



 

 Schedule II-1