Exhibit
10.3


EXECUTION COPY


JOINDER AGREEMENT


THIS JOINDER AGREEMENT (this “Agreement”),
dated as of November 2, 2006, is entered into between CDA INTERCORP., a Florida
corporation (the “New Subsidiary”), and CREDIT SUISSE, as Agent, under
that certain Credit Agreement, dated as of June 23, 2006 (as the same may be
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among TransDigm Inc., a Delaware corporation (the “Borrower”),
TransDigm Group Incorporated, a Delaware corporation, the Subsidiaries of the
Borrower from time to time party thereto, the Lenders from time to time party
thereto and the Agent.  All capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Credit Agreement.


The New Subsidiary and the Agent, for the benefit of
the Lenders, hereby agree as follows:


1.             The
New Subsidiary hereby acknowledges, agrees and confirms that, by its execution
of this Agreement, the New Subsidiary will be deemed to be a Loan Party under the
Credit Agreement and a Loan Guarantor for all purposes of the Credit Agreement
and shall have all of the obligations of a Loan Party and a Loan Guarantor
thereunder as if it had executed the Credit Agreement.  The New Subsidiary hereby ratifies, as of the
date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Credit Agreement, including without limitation (a)
all of the representations and warranties of the Loan Parties set forth in
Article III of the Credit Agreement (to the extent made or deemed made on or
after the effective date hereof), (b) all of the covenants set forth in
Articles V and Vl of the Credit Agreement and (c) all of the guaranty
obligations set forth in the Guarantee and Collateral Agreement.  Without limiting the generality of the
foregoing terms of this paragraph 1, the New Subsidiary, subject to the
limitations set forth in the Guarantee and Collateral Agreement, hereby
absolutely and unconditionally guarantees, jointly and severally with the other
Loan Guarantors, to the Agent and the Lenders, the prompt payment of the
Secured Obligations in full when due (whether at stated maturity, upon
acceleration or otherwise) to the extent of and in accordance with Guarantee
and Collateral Agreement.


2.             If
required, the New Subsidiary is, simultaneously with the execution of this
Agreement, executing and delivering such Collateral Documents (and such other
documents and instruments) as requested by the Agent in accordance with the
Credit Agreement.


3.             The
New Subsidiary hereby waives acceptance by the Agent and the Lenders of the
guaranty by the New Subsidiary upon the execution of this Agreement by the New
Subsidiary.


4.             This
Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute
one and the same instrument.









 



5.             THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


IN WITNESS WHEREOF, the New Subsidiary has caused this
Joinder Agreement to be duly executed by its authorized officer, and the Agent,
for the benefit of the Lenders, has caused the same to be accepted by its
authorized officers, as of the day and year first above written.




	
  

  	
   

  	
  CDA INTERCORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Gregory Rufus

  
	
   

  	
   

  	
  Name: 

  	
  Gregory Rufus

  
	
   

  	
   

  	
  Title: 

  	
  Treasurer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Acknowledged and accepted:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CREDIT SUISSE, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Hetu

  
	
   

  	
   

  	
  Name:

  	
  Robert Hetu

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Cassandra Droogan

  
	
   

  	
   

  	
  Name:

  	
  Cassandra Droogan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					






 



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