Issuance of Senior Subordinated Notes; Indenture

On March 1, 2017, TransDigm Inc. (TransDigm), a wholly-owned
subsidiary of TransDigm Group Incorporated (TD Group), issued
$300 million in aggregate principal amount of 6.500% Senior
Subordinated Notes due 2025 (the New Notes) at an issue price of
101.500% of the principal amount thereof in a private offering to
qualified institutional buyers in accordance with Rule 144A under
the Securities Act of 1933 (the Securities Act) and to persons
outside the United States under Regulation S under the Securities
Act.

The New Notes are an additional issuance of the Companys existing
6.500% Senior Subordinated Notes due 2025 (the Initial Notes and,
together with the New Notes, the Notes) issued under the
indenture dated as of May 14, 2015 (the Indenture) to which the
Company previously issued $450,000,000 in aggregate principal
amount of Initial Notes. The Notes will be treated as a single
class for all purposes under the Indenture. The New Notes will be
of the same class and series as, and otherwise identical to, the
Initial Notes, except that the New Notes will be subject to
transfer restrictions until the consummation of the exchange
offer described in the Offering Circular and the New Notes will
trade under a different CUSIP until the consummation of the
exchange offer. Upon consummation of the exchange offer for the
New Notes, the New Notes that are exchanged in the exchange offer
will be exchanged for unrestricted notes with the same CUSIP as
the Initial Notes that were issued in the exchange offer
applicable to the Initial Notes.

The New Notes bear interest at the rate of 6.500% per annum,
which accrues from November 15, 2016 and is payable semiannually
in arrears on May 15 and November 15 of each year, commencing on
May 15, 2017. The New Notes mature on May 15, 2025, unless
earlier redeemed or repurchased, and are subject to the terms and
conditions set forth in the Indenture.

TransDigm may redeem some or all of the Notes at the redemption
prices and on the terms specified in the Indenture. If TD Group
or TransDigm experiences specific kinds of changes in control or
TD Group or any of its restricted subsidiaries sells certain of
its assets, then TransDigm must offer to repurchase the Notes on
the terms set forth in the Indenture.

The New Notes are subordinated to all of TransDigms existing and
future senior debt, rank equally with all of its existing and
future senior subordinated debt and rank senior to all of its
future debt that is expressly subordinated to the New Notes. The
New Notes are guaranteed on a senior subordinated unsecured basis
by TD Group and TransDigms wholly-owned domestic subsidiaries
named in the Indenture. The guarantees of the New Notes are
subordinated to all of the guarantors existing and future senior
debt, rank equally with all of their existing and future senior
subordinated debt and rank senior to all of their future debt
that is expressly subordinated to the guarantees of the New
Notes. The New Notes are structurally subordinated to all of the
liabilities of TransDigms non-guarantor subsidiaries.

The Indenture contains certain covenants that, among other
things, limit TD Groups ability, and the ability of certain of
its subsidiaries, to incur additional indebtedness, pay dividends
or make distributions or certain other restricted payments,
purchase or redeem capital stock, make investments or extend
credit, engage in certain transactions with affiliates, engage in
sale-leaseback transactions, consummate certain assets sales,
effect a consolidation or merger, or sell, transfer, lease or
otherwise dispose of all or substantially all assets, or create
certain liens and other encumbrances on assets. The Indenture
contains events of default customary for agreements of its type
(with customary grace periods, as applicable) and provides that,
upon the occurrence of an event of default arising from certain
events of bankruptcy or insolvency with respect to TD Group or
TransDigm, all outstanding Notes will become due and payable
immediately without further action or notice. If any other type
of event of default occurs and is continuing, then the trustee or
the holders of at least 25% in principal amount of the then
outstanding Notes of a particular series may declare all Notes of
such series, to be due and payable immediately.

Registration Rights Agreement

In connection with the issuance of the New Notes, TransDigm, TD
Group, the subsidiary guarantors party thereto, and Credit Suisse
Securities (USA) LLC, Citigroup Global Markets Inc., Morgan
Stanley Co. LLC and UBS Securities LLC, as representatives for
the initial purchasers listed therein, entered into a
registration rights agreement relating to the New Notes, dated
March 1, 2017 (the Registration Rights Agreement). Under the
Registration Rights Agreement, TransDigm and the guarantors
agreed, for the benefit of the holders of the New Notes, that
they will file with the Securities and Exchange Commission (the
SEC) within 210 days after the date the New Notes were issued,
and use their commercially reasonable efforts to cause to become
effective within 300 days after the date the New Notes were
issued, one or more registration statements (collectively, the
exchange offer registration statement) relating to an offer to
exchange the New Notes for an issue of SEC-registered notes (the
Exchange Notes) with terms identical to the New Notes (except
that the Exchange Notes will not be subject to restrictions on
transfer or to any increase in annual interest rate as described
below).

Under certain circumstances, including, if applicable,
interpretations of the staff of the SEC, if TransDigm is not
permitted to

effect the exchange offer, TransDigm and the guarantors will use
their reasonable best efforts to cause to become effective one or
more shelf registration statements (collectively, the shelf
registration statement) relating to resales of the New Notes and
to keep such shelf registration statement effective until the
second anniversary of the date such shelf registration statement
becomes effective, or such shorter period that will terminate
when all New Notes covered by such shelf registration statement
have been sold.

If the exchange offer registration statement is not filed on or
prior to the 210th day after March 1, 2017, the shelf
registration statement is not filed within 60 days after the date
on which the obligation to file the shelf registration statement
arises, the exchange offer registration statement or, if
required, the shelf registration statement is not declared
effective by the SEC on or prior to the 300th day after March 1,
2017, the exchange offer is not completed within 60 days after
the effective date of the exchange offer registration statement
(or, if required, the shelf registration statement is not
declared effective within 60 days after the filing of the shelf
registration statement), or after either the exchange offer
registration statement or the shelf registration statement is
declared or becomes effective, such registration statement ceases
to be effective or usable, TransDigm will pay additional interest
at the rate of $0.05 per week per $1,000 principal amount of
transfer restricted New Notes for the first 90-day period
immediately following, and increasing by an additional $0.05 per
week per $1,000 principal amount of transfer restricted New Notes
for each subsequent 90-day period, up to a maximum additional
rate of 1.0% per annum thereafter until the exchange offer is
completed, the shelf registration statement is declared effective
or the obligation to complete the exchange offer and/or file the
shelf registration statement terminates, at which time the
interest rates will revert to the applicable original interest
rates on the date the New Notes were originally issued.

The above summaries of the Indenture and the Registration Rights
Agreement are qualified in their entirety by reference to the
Indenture and the Registration Rights Agreement relating to the
New Notes, which are attached hereto as Exhibits 4.1 and 4.3,
respectively, and are incorporated herein by reference.

The information set forth in Item 1.01. Entry into a Material
Definitive Agreement is hereby incorporated by reference into
this Item 2.03. Creation of a Direct Financial Obligation.

(d) Exhibits

The following exhibits are being filed with this Current Report
on Form 8-K: