**Exhibit No. 10.30**

 

EXECUTION COPY 

 

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 

 

**GUARANTY OF LEASE**

 

WHEREAS, H & M PROPERTIES, a business name for VHEM, LLC, a California limited liability company, hereinafter “**Lessor**,” and SkurkaAerospace Inc. a Delaware corporation, hereinafter “**Lessee**,” are about to execute a document entitled “Standard Industrial/Commercial Single-Tenant Lease – Net” dated December 31, 2004 (“**Lease**”)concerning the premises as more particularly described in the Lease, wherein Lessor will lease the premises to Lessee, and 

 

WHEREAS, TRANSDIGM, INC., a Delaware corporation, hereinafter “**Guarantor**,” has a financial interest in Lessee, and 

 

WHEREAS, Lessor would not execute the Lease if Guarantor did not execute anddeliver to Lessor this Guaranty of Lease. 

 

NOW THEREFORE, inconsideration of the execution of the foregoing Lease by Lessor and as a material inducement to Lessor to execute said Lease, Guarantor hereby unconditionally and irrevocably guarantees the prompt payment by Lessee of all rents and all other sumspayable by Lessee under said Lease. 

 

It is specifically agreedthat the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and said Lease may be assigned by Lessor or any assignee of Lessor without consent or notice to Guarantor. 

 

This Guaranty shall not be released, modified or affected by the failure ordelay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease, whether pursuant to the terms thereof or at law or in equity. 

 

No notice of default need be given to Guarantor, it being specifically agreed that the guarantee of the undersigned is acontinuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantor following any applicable breach or default by Lessee or for the enforcement of all applicable rights which Lessor may have as against Lesseeunder the terms of the Lease or at law or in equity with respect to the nonpayment of rent and all other sums payable by Lessee under said Lease. 

 

Lessor shall have the right to proceed against Guarantor hereunder following any applicable breach or default by Lessee with respect to the nonpayment ofrent and all other sums payable by Lessee under said Lease without first proceeding against Lessee and without previous notice to or demand upon either Lessee or Guarantor. 

 

Guarantor hereby waives (a) notice of acceptance of this Guaranty, (b) demand of payment, presentation andprotest, (c) all right to assert or plead any statute of limitations relating to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against the Lessee or any other person or entity liable to Lessor, (e) anyright to require Lessor to apply to 

EXECUTION COPY 

 

any default, any security deposit or other security it may hold under the Lease, (f) any right to require Lessor to proceed under any other remedyLessor may have before proceeding against Guarantor, and (g) any right of subrogation. 

 

Guarantor does hereby subrogate all existing or future indebtedness of Lessee to Guarantor to the obligations owed to Lessor under the Lease and this Guaranty. 

 

The obligations of Lessee under the Lease to execute and deliver estoppelstatements and financial statements, as therein provided, shall be deemed to also require Guarantor hereunder to do and provide the same. 

 

The term “Lessor” refers to and means the Lessor named in the Lease and also Lessor’s successors and assigns. So long as Lessor’sinterest in the Lease, the leased premises or the rents, issues and profits therefrom, are subject to any mortgage or deed of trust or assignment for security, no acquisition by Guarantor of Lessor’s interest shall affect the continuingobligation of Guarantor under this Guaranty which shall nevertheless continue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee under such mortgage, deed of trust or assignment and their successors andassigns. 

 

The term “Lessee” refers to and means theLessee named in the Lease and also Lessee’s successors and assigns. 

 

In the event any action be brought by said Lessor against Guarantor hereunder to enforce the obligation of Guarantor hereunder, the unsuccessful party in such action shall pay to the prevailing party therein areasonable attorney’s fee which shall be fixed by the court. 

 

[signature on next page] 

EXECUTION COPY 

 

**IN WITNESS WHEREOF**, Guarantor has executed this Guaranty as of the 31st day of December, 2004.

 
**GUARANTOR:**
**TRANSDIGM INC.,**

a Delaware corporation
By: 
/s/ Gregory Rufus

Name:
 
Gregory Rufus
Title: 
Chief Financial Officer
Address:  
TransDigm Inc.

Tower at Erie View

1310 East Ninth Street, Suite 3710

Cleveland, Ohio 44114

Attn: W. Nicholas Howley, CEO