Exhibit 3.3 CERTIFICATE OF MERGER MERGING Phase II Acquisition Corp. WITH AND INTO Trans Holding Company (Pursuant to Section 251 of the General Corporation Law of Delaware) ******** The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY: FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME STATE OF INCORPORATION ---- ---------------------- Phase II Acquisition Corp. Delaware Trans Holding Company Delaware SECOND: That a Plan and Agreement of Merger dated as of August 3, 1998 and as amended November 9, 1998 (the "Merger Agreement") by and between Phase II Acquisition Corp. and Trans Holding Company has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Sections 251 and 228 of the General Corporation Law of Delaware. THIRD: That Trans Holding Company shall be the surviving corporation (the "Surviving Corporation"). FOURTH: That the Restated Certificate of Incorporation of TransDigm Holding Company will be the Restated Certificate of Incorporation of the Surviving Corporation. FIFTH: That the executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, the address of which is 8233 Imperial Drive, Waco, TX 76712. SIXTH: That a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation. 2 Dated: December 3, 1998 TransDigm Holding Company By:/s/ Eileen Fallon ----------------- Name: Eileen Fallon Title: Secretary