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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ANY AND ALL OUTSTANDING
SERIES A 10 3/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
TRANSDIGM INC.
PURSUANT TO THE PROSPECTUS DATED ____________, 2002
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
STATE STREET BANK AND TRUST COMPANY
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BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/OVERNIGHT DELIVERY:
State Street Bank and Trust Company (for eligible institutions State Street Bank and Trust Company
P.O. Box 778 only) Two Avenue de Lafayette
Boston, MA 02102-0078 (617) 662-1452 5th Floor, Corporate Trust Window
Attn: Janice Lee Boston, MA 02111-1724
Confirm by Telephone: Attn. Janice Lee
(617) 662-1544
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus, dated ____________, 2002, of
TransDigm Inc., a Delaware corporation ("TransDigm"), under "The Exchange
Offer--Guaranteed Delivery Procedures," and in the accompanying letter of
transmittal and instructions thereto, this form or one substantially equivalent
hereto or an agent's message relating to guaranteed delivery must be used to
accept TransDigm's offer to exchange $1,000 principal amount of its 10?%
Series B Senior Subordinated Notes due 2008 (the "Exchange Notes"), which have
been registered under the Securities Act of 1933, as amended, for each $1,000
principal amount of its outstanding 10?% Series A Senior Subordinated Notes due
2008 (the "Old Notes"), if certificates representing such notes are not
immediately available, time will not permit the letter of transmittal,
certificates representing such notes or other required documents to reach the
exchange agent, or the procedures for book-entry transfer (including a properly
transmitted agent's message with respect thereto) cannot be completed, on or
prior to the expiration date.
This form is not to be used to guarantee signatures. If a signature on the
letter of transmittal is required to be guaranteed by signature guarantor under
the instructions thereto, such signature guarantee must appear in the applicable
space provided in the letter of transmittal.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to TransDigm, upon the terms and subject to
the conditions set forth in the prospectus and the letter of transmittal,
receipt of which is hereby acknowledged, the aggregate principal amount of Old
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." The undersigned hereby authorizes the exchange agent to deliver
this notice of guaranteed delivery to TransDigm with respect to the Old Notes
tendered pursuant to the exchange offer.
The undersigned understands that tenders of the Old Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned also understands that tenders of the Old Notes pursuant to the
exchange offer may be withdrawn at any time prior to the expiration date. For a
withdrawal of a tender of notes to be effective, it must be made in accordance
with the procedures set forth in the prospectus under "The Exchange
Offer--Withdrawal Rights."
The undersigned understands that the exchange of any Exchange Notes for Old
Notes will be made only after timely receipt by the exchange agent of (i) the
certificates of the tendered notes, in proper form for transfer (or a book-entry
confirmation of the transfer of such notes into the exchange agent's account at
The Depository Trust Company), and (ii) a letter of transmittal (or a manually
signed facsimile thereof) properly completed and duly executed with any required
signature guarantees, together with any other documents required by the letter
of transmittal (or a properly transmitted agent's message), within three New
York Stock Exchange, Inc. trading days after the execution hereof.
All authority herein conferred or agreed to be conferred by this notice of
guaranteed delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this notice of guaranteed delivery shall be binding upon the heirs, personal
representatives, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned.
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PLEASE SIGN AND COMPLETE
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X __________________________________________________________________________
X __________________________________________________________________________
Signature(s) of Registered Holder(s) or
Authorized Signatory
Name(s) of Registered Holder(s):
____________________________________________________________________________
Principal Amount of Notes Tendered*:
____________________________________________________________________________
Certificate No.(s) of Notes (if available):
____________________________________________________________________________
* Must be in denominations of $1,000 and any integral multiple thereof.
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Date: ______________________________________________________________________
Address: ___________________________________________________________________
Area Code and Telephone No.: _______________________________________________
If Notes will be delivered by book-entry transfer, provide information
below:
Name of Tendering Institution: _____________________________________________
Depositary Account No. with DTC: ___________________________________________
Transaction Code Number: ___________________________________________________
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DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL
OR PROPERLY TRANSMITTED AGENT'S MESSAGE.
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This notice of guaranteed delivery must be signed by the holder(s)
exactly as their name(s) appear(s) on certificate(s) for notes or on a
security position listing as the owner of notes, or by person(s) authorized
to become holder(s) by endorsements and documents transmitted with this
notice of guaranteed delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in
a fiduciary or representative capacity, such person must provide the
following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ___________________________________________________________________
____________________________________________________________________________
Capacity: __________________________________________________________________
Address(es): _______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or a correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended, hereby guarantees that
the notes to be tendered hereby are in proper form for transfer (pursuant to the
procedures set forth in the prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures"), and that the exchange agent will receive (a) such notes,
or a book-entry confirmation of the transfer of such notes into the exchange
agent's account at The Depository Trust Company, and (b) a properly completed
and duly executed letter of transmittal (or facsimile thereof) with any required
signature guarantees and any other documents required by the letter of
transmittal, or a properly transmitted agent's message, within three New York
Stock Exchange, Inc. trading days after the date of execution hereof.
The eligible guarantor institution that completes this form must communicate
the guarantee to the exchange agent and must deliver the letter of transmittal,
or a properly transmitted agent's message, and notes, or a book-entry
confirmation in the case of a book-entry transfer, to the exchange agent within
the time period described above. Failure to do so could result in a financial
loss to such eligible guarantor institution.
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Dated: _______________, 2002
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