Common use of Securities Held by the Company Clause in Contracts

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM MERISANT COMPANY By: /s/ Xxxxxx X. Xxxxxx XX ----------------------------------- Name: Xxxxxx X. Xxxxxx XX Title: Vice President, General Counsel and Secretary MERISANT US, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx XX ----------------------------------- Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx XX Title: Executive Vice President, Chief Financial Officer General Counsel and Secretary TRANSDIGM GROUP INCORPORATED MERISANT FOREIGN HOLDINGS I, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx XX ------------------------------------ Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx XX Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer General Counsel and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC WACHOVIA SECURITIES, LLC BANC ONE CAPITAL MARKETS, INC. By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx ------------------------------------ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.C

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INCISSUERS: ATHLON HOLDINGS LP By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer ATHLON FINANCE CORP. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: President and Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED GUARANTORS: ATHLON ENERGY LLC By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: President and Chief Executive Vice PresidentOfficer ATHLON ENERGY LP By: Athlon Energy LLC, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Chief Financial Executive Officer ATHLON FE ENERGY LP By: Athlon Energy LLC, its general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES Chief Executive Officer ATHLON ENERGY OPERATING LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer ATHLON FE OPERATING LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For XXXXX INCORPORATED Acting on behalf of itself and on behalf as the Representatives of the several Initial Purchasers set forth in Schedule I hereto By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxxxx Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Registered Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Closing Date Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ARISTOTLE HOLDING, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxx Xxxxxx Xxx Title: Executive Vice PresidentChairman, Chief Financial Executive Officer and Secretary TRANSDIGM GROUP INCORPORATED President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SALES DEVELOPMENT CO. FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx Xxxxx XxXxxxx Name: Xxxxxxx Xxxxx XxXxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE President ESI-GP HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEESI RESOURCES, INC. AMSAFE COMMERCIAL PRODUCTSBy: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. AMSAFE GLOBAL By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxx Xxxxxx Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSPresident EXPRESS SCRIPTS CANADA HOLDING, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser and the Company ,the Issuer and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INTERNATIONAL WIRE GROUP, INC. ., By: /s/ Xxxxx X. Xxxxxxx Xxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer President and Secretary TRANSDIGM GROUP INCORPORATED INTERNATIONAL WIRE HOLDING COMPANY, By: /s/ Xxxxx X. Xxxxxxx Xxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer President and Secretary ACME AEROSPACECAMDEN WIRE CO., INC. XXXXX RITE AEROSPACE., By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: President and Secretary IWG RESOURCES, LLC, By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Secretary INTERNATIONAL WIRE ROME OPERATIONS, INC. AEROCONTROLEX GROUP., By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Secretary OWI CORPORATION, By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Secretary OMEGA WIRE, INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Secretary WIRE TECHNOLOGIES, INC. AVIONICS SPECIALTIES., INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxx X. Xxxxxxx Xxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxx X. Garden ----------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxxxx X. Garden Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than the Market Maker and subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM COLLINS & AIKMAN FLOORCOVERINGS, INC. By: /s/ Xxxxxxx Xxxxx ., Xx /x/ Darrel V. McCay ---------------------------- Name: Xxxxxxx Xxxxx Darrel V. McCay Title: Executive Vice PresidentXxxxxxxxx MONTEREY CARPETS, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: INC., By /s/ Xxxxxxx Xxxxx Darrel V. McCay ---------------------------- Name: Xxxxxxx Xxxxx Darrel V. McCay Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEXxxxxxxxx MONTEREY COLOR SYSTEMS, INC. XXXXX RITE AEROSPACE., INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Darrel V. McCay ---------------------------- Name: Xxxxxxx Xxxxx Darrel V. McCay Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Vice Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The Xxx foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON CORPORATION BANC OF AMERICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. FIRST UNION SECURITIES, INC. FLEET SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION, By /s/ Xxxxxxxx Xxxxx Brent Patry ---------------------------- Name: Xxxxxxxx Xxxxx Brent Patry Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Xxxxxxxx Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than (i) Conexant or (ii) subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such the Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers between Conexant and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACESKYWORKS SOLUTIONS, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx By:/s/ David J. Aldrich -------------------- Name: Xxxxxxx Xxxxx David J. Aldrich Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx President xxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Xxxxxtive Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CONEXANT SYSTEMS, INC. By: /s/ Xxxxxxxx Xxxxx Balakrishnan S. Iyer -------------------------------- Name: Xxxxxxxx Xxxxx Xxxxxxxxxxxn X. Xxxr Title: Authorized Signatory Credit Suisse Securities Senior Vice President and Xxxxx Xxxaxxxxx Xfficer SKYWORKS SOLUTIONS, INC. FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned is the beneficial holder of 15% Convertible Senior Subordinated Notes due June 30,2005 (USAthe "Notes") LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of Skyworks Solutions, Inc., a Delaware corporation (the "Company") or Common Stock, par value $0.25 (the "Common Stock"), of the several Initial Purchasers Company issued upon conversion of the Notes or the 15% Convertible Note due June 30,2005 (the "Interim Convertible Note"). The Common Stock and the Notes are referred to, collectively, as the "Registrable Securities". The undersigned understands that the Company has filed or intends to file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Registrable Securities in accordance with the terms of the Registration Rights Agreement dated as of November 12,2002 (the "Registration Rights Agreement") between the Company and Conexant Systems, Inc., a Delaware corporation. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in Schedule I hereto ANNEX A the Registration Rights Agreement. Each broker-dealer that receives Exchange beneficial owner of Registrable Securities for its own account is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable Securities pursuant to the Exchange Offer must acknowledge that it Shelf Registration Statement, a beneficial owner of Registrable Securities generally will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus in connection with any resale to purchasers of such Exchange Securities. The Letter of Transmittal states that Registrable Securities and be bound by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning those provisions of the Securities Act. This ProspectusRegistration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions, as it described below). Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of the Shelf Registration Statement so that such beneficial owners may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer named as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions selling securityholders in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing related prospectus at the time of resale, at prices related to such prevailing market prices or negotiated priceseffectiveness. Any such resale may be made directly beneficial owner of Notes wishing to purchasers or include its Registrable Securities must deliver to or through brokers or dealers who may receive compensation the Company a properly completed and signed Selling Securityholder Notice and Questionnaire. Certain legal consequences arise from being named as a selling securityholder in the form Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of commissions Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in not being named as a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents selling securityholder in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer Shelf Registration Statement and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actrelated prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, Acquisition Co. and the Company Pricing Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. 18 UNCLE ACQUISITION 2010 CORP By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President and Secretary UCI HOLDINGS LIMITED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President and Secretary Witnessed by: /s/ Xxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxx Title: Executive Vice PresidentLawyer Address: Sydney, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Australia UCI ACQUISITION HOLDINGS (NO. 1) CORP By: /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Secretary ACME AEROSPACE, INCUCI ACQUISITION HOLDINGS (NO. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member 2) CORP By: /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CREDIT SUISSE SECURITIES (USA) LLC, Acting on behalf of itself and as representative of the several Initial Purchasers By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxxxx X. Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of (i) in the case of an Exchange Dealer or Initial Purchaser, 180 days after the Expiration Date (as defined herein) and (ii) in the case of any broker dealer, 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-such Exchange Dealer, Initial Purchaser or broker dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Treasurer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DEINVESTMENTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Chief Executive Officer AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AVIATION TECHNOLOGIES, INC. BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSDE, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Treasurer President and Secretary Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings LLC, its sole member TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: President BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President and Secretary Treasurer AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director UBS SECURITIES LLC By: /s/ Gael Jacquemettaz Name: Gael Jacquemettaz Title: Executive Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Dealer Managers and the Company in accordance with its terms. Very truly yours, TRANSDIGM AT&T INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer President and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxx Xxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxx Title: Managing Director For itself The foregoing Registration Rights Agreement is hereby confirmed and on behalf accepted as of the several Initial Purchasers set forth in Schedule date first above written. RBC EUROPE LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Duly Authorised Signatory SCHEDULE I hereto Dealer Managers Deutsche Bank AG, London Branch Winchester House 1 Great Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxx International 0 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ United Kingdom Attn: Liability Management Group Telephone: +00 00 0000 0000 Email: XX.XX_XXXX@xxxx.xxx and for purposes of Section 8(b): Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: High Grade Transaction Management/Legal RBC Europe Limited Xxxxxxxxx Xxxxx 0 Xxxx Xxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx SCHEDULE II Title of Series of Old Notes ISIN Number Principal Amount Outstanding ($MM) New Notes 1.050% Global Notes due 2023 XS1629865897 €750 1.050% Global Notes due 2023 1.800% Global Notes due 2026 XS1629866192 €1,750 1.800% Global Notes due 2026 2.350% Global Notes due 2029 XS1629866275 €1,500 2.350% Global Notes due 2029 Floating Rate Global Notes due 2023 XS1629866606 €1,250 Floating Rate Global Notes due 2023 3.550% Global Notes due 2037 XS1634248865 £1,000 — ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: THERMADYNE HOLDINGS CORPORATION By /s/ Xxxxxxx XXXXX X. XXXX Xxxxx Name: Xxxxxxx Xxxxx Title: Executive X. Xxxx Senior Vice President, President and Chief Financial Officer C&G SYSTEMS, INC. By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEC&G SYSTEMS HOLDING, INC. By /s/ XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer MECO HOLDING COMPANY By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer PROTIP CORPORATION By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMADYNE INDUSTRIES, INC. AP GLOBAL ACQUISITION By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMADYNE INTERNATIONAL CORP. AP GLOBAL HOLDINGSBy /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMADYNE RECEIVABLES INC. By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMAL ARC, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. By /s/ XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx X. XXXX Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer X. Xxxx Senior Vice President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer THERMAL DYNAMICS CORPORATION By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Secretary Chief Financial Officer Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer XXXXXX EQUIPMENT COMPANY By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers set forth in Schedule I hereto CREDIT SUISSE FIRST BOSTON LLC By /s/ XXXXX X. XXXXXX, XX. Name: Xxxxx X. Xxxxxx, Xx. Title: Managing Director 17 ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.C

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION HARCO LABORATORIES, INCORPORATED MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member WESTERN SKY INDUSTRIES, LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. UBS Securities LLC By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxxx Xxxxx Title: Authorized Signatory Director By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I INITIAL PURCHASERS UBS Securities LLC Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. Barclays Capital Inc. RBC Capital Markets, LLC SCHEDULE II LIST OF SUBSIDIARY GUARANTORS Name of Subsidiary State or Jurisdiction of Incorporation Acme Aerospace, Inc. Delaware Xxxxx Rite Aerospace, Inc. California AeroControlex Group, Inc. Delaware AmSafe – C Safe, Inc. Delaware AmSafe Commercial Products, Inc. Delaware AmSafe Global Holdings, Inc. Delaware AmSafe Industries, Inc. Delaware AmSafe, Inc. Delaware AP Global Acquisition Corp. Delaware AP Global Holdings, Inc. Delaware Arkwin Industries, Inc. New York Aviation Technologies, Inc. Delaware Avionic Instruments LLC Delaware AvtechTyee, Inc. Washington Bridport Erie Aviation, Inc Delaware Bridport Holdings, Inc. Delaware Bridport-Air Carrier, Inc. Xxxxxxxxxx Xxxxx Aerospace Inc. Delaware Xxxxx Industries, Inc. Colorado CDA InterCorp LLC Florida CEF Industries, LLC Delaware Champion Aerospace LLC Delaware Xxxxx Aerospace, Inc. Delaware Harco Laboratories, Incorporated Connecticut Xxxxxxxx Corporation California Malaysian Aerospace Services, Inc. Delaware MarathonNorco Aerospace, Inc. Delaware XxXxxxxxx Aerospace DE, Inc. Delaware XxXxxxxxx Aerospace Holdings, Inc. Delaware XxXxxxxxx Aerospace Investments, Inc. Delaware XxXxxxxxx Aerospace US LLC Delaware Xxxxxxxxx Holdings LLC Delaware Xxxxxxxxx International Sales Corp. Ohio Xxxxxxxxx LLC Delaware Semco Instruments, Inc. Delaware Xxxxxx Aerospace Inc. Delaware Texas Rotronics, Inc. Texas Transicoil LLC Delaware Western Sky Industries, LLC Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Closing Date Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ARISTOTLE HOLDING, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX DRUG, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SERVICES COMPANY FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx Xx Xxxxx Name: Xxxxxxx Xxxxx XxXxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE President ESI-GP HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEESI RESOURCES, INC. AMSAFE COMMERCIAL PRODUCTSBy: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. AMSAFE GLOBAL By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxx Xxxxxx Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSPresident EXPRESS SCRIPTS CANADA HOLDING, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Acting on behalf of themselves and as the Representatives of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxxxxx Xxxxx X. Xxxxxxxxx Title: Authorized Signatory Credit Suisse Securities Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: Chesapeake Energy Corporation by /s/ Xxxxxxx Xxxxx Xxxxxx X. XxXxxxxxx -------------------------------------- Name: Xxxxxxx Xxxxx Xxxxxx X. XxXxxxxxx Title: Chairman of the Board and Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON LLC XXXXXX XXXXXXX & Co. LLC CO. INCORPORATED XXXXXXX XXXXX BARNEY INC. BEAR, XXXXXXX & CO. INC. XXXXXX BROTHERS INC. CIBC WORLD MARKETS CORP. XXXXXXX XXXX & COMPANY L.L.C. RBC XXXX XXXXXXXX INC. XXXXXXX & COMPANY INTERNATIONAL By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxxx Xxxxxxx X. Xxxxx ----------------------------------------- Name: Xxxxxxxx Xxxxxxx X. Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, TRANSDIGM INCCHESAPEAKE MIDSTREAM PARTNERS, L.P. By : Chesapeake Midstream GP, L.L.C., its general partner By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer CHKM FINANCE CORP. By: /s/ Xxxxxxx J. Xxxx Xxxxx Name: Xxxxxxx J. Xxxx Xxxxx Title: Chief Executive Vice PresidentOfficer CHESAPEAKE MIDSTREAM GP, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED L.L.C. By: /s/ Xxxxxxx J. Xxxx Xxxxx Name: Xxxxxxx J. Xxxx Xxxxx Title: Chief Executive Vice PresidentOfficer CHESAPEAKE MLP OPERATING, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member L.L.C. By: /s/ Xxxxxxx J. Xxxx Xxxxx Name: Xxxxxxx J. Xxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESChief Executive Officer CHESAPEAKE MIDSTREAM GAS SERVICES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member L.L.C. By: /s/ Xxxxxxx J. Xxxx Xxxxx Name: Xxxxxxx J. Xxxx Xxxxx Title: Chief Executive Vice PresidentOfficer OKLAHOMA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Financial Executive Officer and Secretary TEXAS MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer XXXXXX MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer BLUESTEM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer MAGNOLIA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer APPALACHIA MIDSTREAM SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC RBS SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the Initial Purchasers By: Barclays Capital Inc. By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Title: Authorized Signatory Director By: Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By: RBS Securities Inc. By: /s/ Marin Gagliari Name: Marin Gagliari Title: Director By: Xxxxx Fargo Securities, LLC By: /s/ X. Xxxxxxxx Xxxxxx Name: X. Xxxxxxxx Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ [__], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: Evergreen Energy Inc. by /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Evergreen Operations, LLC by /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACEKFx Operations, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Treasurer Vice President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: Chief Financial Officer Landrica Development Company by /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Executive Vice President, President and Chief Financial Officer KFx Plant, LLC by /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President and Secretary Chief Financial Officer Buckeye Industrial Mining Co. by /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC Capital One Southcoast, Inc. Natexis Bleichroeder Inc. Xxxxxxx Xxxx & Company L.L.C. By: Credit Suisse Securities (USA) LLC by /s/ Xxxxx Xxxx X. Xxxxx Name: Xxxxx Xxxx X. Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM GULFPORT ENERGY CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer and President JAGUAR RESOURCES LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer PUMA RESOURCES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Vice PresidentOfficer GATOR MARINE, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEGATOR MARINE IVANHOE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX Chief Executive Officer WESTHAWK MINERALS LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS/s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer GULFPORT BUCKEYE LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer GULFPORT MIDSTREAM HOLDINGS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX LYNCH, PIERCE, XXXXXX & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities XXXXX INCORPORATED Acting on behalf of themselves and as the Representatives of the several Purchasers BY CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Director BY XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxx X. Xxx Name: Xxxxx Xxxxx X. Xxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders Holders) other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer, the Co-Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INCCLOUD PEAK ENERGY RESOURCES LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President & CEO CLOUD PEAK ENERGY FINANCE CORP. By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED CFO XXXXXXX MINING LLC XXXXXXX MINING HOLDINGS LLC CABALLO ROJO LLC CABALLO ROJO HOLDINGS LLC NERCO LLC NERCO COAL LLC ANTELOPE COAL LLC SPRING CREEK COAL LLC NERCO COAL SALES LLC PROSPECT LAND AND DEVELOPMENT LLC NORTHERN COAL TRANSPORTATION LLC KENNECOTT COAL SALES LLC RESOURCE DEVELOPMENT LLC WESTERN MINERALS LLC SEQUATCHIE VALLEY COAL CORPORATION CLOUD PEAK ENERGY SERVICES COMPANY By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary CFO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx Acting on behalf of themselves and as the Representatives of the several Purchasers XXXXXX XXXXXXX & Co. LLC CO. INCORPORATED By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Authorized Signatory Credit Suisse Securities Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto RBC CAPITAL MARKETS CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ICON HEALTH & FITNESS, INC. By: /s/ Xxxxxxx Xxxxx _________________________________________ Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED ByGUARANTORS: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEJUMPKING, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE By: _________________________________________ Name: Title: UNIVERSAL TECHNICAL SERVICES By: _________________________________________ Name: Title: ICON INTERNATIONAL HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy: _________________________________________ Name: Title: ICON IP, INC. AMSAFE COMMERCIAL PRODUCTSBy: _________________________________________ Name: Title: FREE MOTION FITNESS, INC. AMSAFE GLOBAL HOLDINGSBy: _________________________________________ Name: Title: NORDICTRACK, INC. AMSAFE, By: _________________________________________ Name: Title: 510152 N.B. LTD. By: _________________________________________ Name: Title: ICON DU CANADA INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx _________________________________________ Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary 18 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Credit Suisse First Boston Corporation, By: /s/ Xxxxxxxx Xxxxx _________________________________________ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For Acting on behalf of itself and on behalf as the Representative of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Offered Securities, where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Plan of Distribution Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus (the "Prospectus") in connection with any resale of such Exchange SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20200[ ], all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1) prospectus./(1)/ The Company will not receive any proceeds from any sale of Exchange Securities Notes by broker-dealers. Exchange Securities Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange SecuritiesNotes. Any broker-dealer that resells Exchange Securities Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ________________________ /(1)/ In addition, the legend required by item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________________________ Address: ______________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Offered Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CST BRANDS, INC. By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive X. Xxxxxxxxx Senior Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED CST DIAMOND, L.P. By: Emerald Marketing, Inc., its General Partner By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive X. Xxxxxxxxx Senior Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE CST SECURITY SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: X. Xxxxxxxxx Senior Vice President and Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESRegistration Rights Agreement AUTOTRONIC SYSTEMS, INC. BIG DIAMOND, LLC CHAMPION AEROSPACE BIG DIAMOND NUMBER 1, LLC HARCO CST ARKANSAS STATIONS, LLC XXXXXXXXX HOLDINGS CST CALIFORNIA STATIONS, INC. CST MARKETING AND SUPPLY COMPANY CST SERVICES LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCCST USA INC. DIAMOND SHAMROCK ARIZONA, its sole member WHIPPANY ACTUATION SYSTEMSINC. DIAMOND SHAMROCK STATIONS, INC. EMERALD MARKETING, INC. NATIONAL CONVENIENCE STORES INCORPORATED SIGMOR BEVERAGE, INC. SIGMOR COMPANY, LLC By: TransDigm Inc./s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer Registration Rights Agreement SIGMOR NUMBER 5, its sole member INC. SIGMOR NUMBER 43, INC. SIGMOR NUMBER 79, INC. SIGMOR NUMBER 80, INC. SIGMOR NUMBER 103, INC. SIGMOR NUMBER 105, INC. SIGMOR NUMBER 119, INC. SIGMOR NUMBER 178, INC. SIGMOR NUMBER 196, INC. SIGMOR NUMBER 238, INC. SIGMOR NUMBER 259, INC. SIGMOR NUMBER 422, INC. SKIPPER BEVERAGE COMPANY, LLC SUNSHINE BEVERAGE CO. TOC-DS COMPANY CST METRO LLC VALLEY SHAMROCK, INC. VRG DIAMOND HOLDINGS, LLC By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive X. Xxxxxxxxx Senior Vice President, President and Chief Financial Officer and Secretary Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Acting on behalf of themselves and as the Representatives of the several Purchasers BY CREDIT SUISSE SECURITIES (USA) LLC Acting in its capacity as Original Purchaser, Representative and Purchaser By: /s/ Xxxxxxxx Xxx X. Xxxxx Name: Xxxxxxxx Xxx X. Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) Managing Director BY XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx X. Xxxxxx, III Name: Xxxxx X. Xxxxxx, III Title: Managing Director BY X.X.XXXXXX SECURITIES LLC By: /s/ Xxxx X. Xxxxx Name: Xxxxx Xxxx X. Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto BY MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director BY RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director BY RBS SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President ANNEX A Guarantors • AUTOTRONIC SYSTEMS, INC. • BIG DIAMOND, LLC • BIG DIAMOND NUMBER 1, LLC • CST ARKANSAS STATIONS, LLC • CST CALIFORNIA STATIONS, INC. • CST DIAMOND, L.P. • CST MARKETING AND SUPPLY COMPANY • CST SECURITY SERVICES, INC. • CST SERVICES LLC • CST USA INC. • DIAMOND SHAMROCK ARIZONA, INC. • DIAMOND SHAMROCK STATIONS, INC. • EMERALD MARKETING, INC. • NATIONAL CONVENIENCE STORES INCORPORATED • SIGMOR BEVERAGE, INC. • SIGMOR COMPANY, LLC • SIGMOR NUMBER 5, INC. • SIGMOR NUMBER 43, INC. • SIGMOR NUMBER 79, INC. • SIGMOR NUMBER 80, INC. • SIGMOR NUMBER 103, INC. • SIGMOR NUMBER 105, INC. • SIGMOR NUMBER 119, INC. • SIGMOR NUMBER 178, INC. • SIGMOR NUMBER 196, INC. • SIGMOR NUMBER 238, INC. • SIGMOR NUMBER 259, INC. • SIGMOR NUMBER 422, INC. • SKIPPER BEVERAGE COMPANY, LLC • SUNSHINE BEVERAGE CO. • TOC-DS COMPANY • CST METRO LLC • VALLEY SHAMROCK, INC. • VRG DIAMOND HOLDINGS, LLC ANNEX B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM AFFINION GROUP, INC., by /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer AFFINION AUTO SERVICES, INC. AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION MEMBERSHIP SERVICES HOLDINGS SUBSIDIARY LLC AFFINION PUBLISHING, INC. BENEFIT CONSULTANTS MEMBERSHIP, INC. XXXXXXXX AGENCY, INC. COMP-U-CARD SERVICES LLC CREDENTIALS SERVICES INTERNATIONAL, INC. LONG TERM PREFERRED CARE, INC. MCM GROUP, LTD. NGI HOLDINGS, INC. PREFERRED CARE AGENCY, INC. PROGENY MARKETING INNOVATIONS OF KENTUCKY, INC. PROGENY MARKETING INNOVATIONS INC. SAFECARD SERVICES, INCORPORATED TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT LOYALTY SOLUTIONS, INC. TRILEGIANT MARKETING SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. TRL GROUP, INC. UNITED BANK CLUB ASSOCIATION, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer CUC ASIA HOLDINGS By: Comp-U-Card Services LLC, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED its General Partner By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. By CREDIT SUISSE FIRST BOSTON LLC By /s/ Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ]] , 20[ ]200_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company each Subsidiary Guarantor in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACETHE J. H. XXXXXXX XXXPANY, INC. XXXXX RITE AEROSPACEby /s/ Donaxx X. Xxxx ---------------------------------- Name: Donaxx X. Xxxx Title: SVP & CFO OLIVXX & XINSXXX, XXC. by /s/ Donaxx X. Xxxx ---------------------------------- Name: Donaxx X. Xxxx Title: SVP & CFO by /s/ J. Mxxxxxx Xxxxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Title: SVP & General Counsel THE SPEED MERCHANT, INC. AEROCONTROLEX GROUP., by /s/ Donaxx X. Xxxx ---------------------------------- Name: Donaxx X. Xxxx Title: SVP & CFO by /s/ J. Mxxxxxx Xxxxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Title: SVP & General Counsel PHOENIX RACING, INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx Donaxx X. Xxxx ---------------------------------- Name: Xxxxxxx Xxxxx Donaxx X. Xxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: SVP & CFO by /s/ J. Mxxxxxx Xxxxxxx Xxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Xxxxx Title: Executive Vice PresidentSVP & General Counsel ITCO LOGISTICS CORPORATION, Chief Financial Officer and Secretary by /s/ J. Mxxxxxx Xxxxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Title: SVP & General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC ByBANCBOSTON ROBEXXXXX XXXPXXXX XXX. CREDIT SUISSE FIRST BOSTON CORPORATION by: BANCBOSTON ROBEXXXXX XXXPXXXX XXX. by /s/ Xxxxxxxx Xxxxx Ian X. Xxxxxxxxxxx ------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Ian X. Xxxxxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. -------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: Chesapeake Energy Corporation By /s/ Xxxxxxx Xxxxx XXXXXX X. XXXXXX Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSenior Vice President – Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCINC. CHESAPEAKE OPERATING, its sole member WHIPPANY ACTUATION SYSTEMSINC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, LLC By: TransDigm Inc.L.L.C. CHESAPEAKE ACQUISITION, its sole member L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxxx Xxxxx XXXXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer and Vice President CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Treasurer and Senior Vice President—Human Resources [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] MIDCON COMPRESSION L.P., Chief Financial Officer By Chesapeake Energy Marketing, Inc. as general partner By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Treasurer and Secretary Vice President [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS SECURITIES LLC BEAR XXXXXXX & Co. CO, INC. CITIGROUP GLOBAL MARKETS INC. XXXXXXX SACHS & CO XXXXXX XXXXXXX & CO. INCORPORATED RBC CAPITAL MARKETS CORPORATION WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities ABN AMRO INCORPORATED BOSC, INC. COMERICA SECURITIES, INC. FORTIS SECURITIES LLC XXXXXX XXXXXXX CORP. TD SECURITIES (USA) LLC XXXXX FARGO SECURITIES, LLC, By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxx XXXXXXX X. XXXXXXX Name: Xxxxx Xxxxx Xxxxxxx X. Xxxxxxx Title: Managing Director, Americas Head - EUC By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker[[NYCORP:2550211v4:3642W:11/11/05-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ -03:07 p], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. TransDigm Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED TransDigm Group Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEAvionic Instruments LLC Xxxxxx Aerospace Inc. AeroControlex Group, INC. XXXXX RITE AEROSPACEInc. Champion Aerospace LLC MarathonNorco Aerospace, INC. AEROCONTROLEX GROUPInc. Aviation Technologies, INC. AIRBORNE ACQUISITIONInc. Xxxxx Rite Aerospace, INC AIRBORNE GLOBALInc. AvtechTyee, INC. AIRBORNE HOLDINGSInc. Transicoil LLC CDA InterCorp LLC Malaysian Aerospace Services, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEInc. Xxxxx Aerospace Inc. Xxxxx Industries, INC. AMSAFE COMMERCIAL PRODUCTSInc. Semco Instruments, INC. AMSAFE GLOBAL HOLDINGSInc. Xxxxx Aerospace, INC. AMSAFEInc. CEF Industries, INC. AMSAFE INDUSTRIESLLC Acme Aerospace, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGSInc. XxXxxxxxx Aerospace Holdings, INC. ARKWIN INDUSTRIESInc. XxXxxxxxx Aerospace DE, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES Inc. XxXxxxxxx Aerospace US LLC By: XxXxxxxxx Aerospace Investments, Inc.Inc. Xxxxxxxx Corporation Western Sky Industries, its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESLLC Texas Rotronics, INC. MARATHONNORCO AEROSPACEInc. Xxxxxxxxx Holdings LLC Xxxxxxxxx International Sales Corp. Xxxxxxxxx LLC Harco Laboratories, INC. XXXXXXXXX AEROSPACE DEIncorporated AmSafe Global Holdings, INC. XXXXXXXXX AEROSPACE HOLDINGSInc. AP Global Holdings, INC. XXXXXXXXX AEROSPACE INVESTMENTSInc. AP Global Acquisition Corp. AmSafe Industries, INC. XXXXXXXXX AEROSPACE US Inc. Bridport Holdings, Inc. AmSafe, Inc. AmSafe Aviation, Inc. AmSafe Commercial Products, Inc. Bridport-Air Carrier, Inc. Bridport Erie Aviation, Inc. AmSafe – C Safe, Inc. Aero-Instruments Co., LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. UBS Securities LLC By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxxxx Title: Authorized Signatory Managing Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Closing Date Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ARISTOTLE HOLDING, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxx Xxxxxx Xxx Title: Executive Vice PresidentChairman, Chief Financial Executive Officer and Secretary TRANSDIGM GROUP INCORPORATED President EXPRESS SCRIPTS, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President AIRPORT HOLDINGS, LLC ESI REALTY, LLC By: Express Scripts, Inc., as sole Member By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX XXXX, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SALES DEVELOPMENT CO. FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President CURASCRIPT, INC. ESI MAIL PHARMACY SERVICE, INC. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO. MOORESVILLE ON-SITE PHARMACY, LLC By: /s/ Xxxxxxx Xxxxx XxXxxxx Name: Xxxxxxx Xxxxx XxXxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE President ESI-GP HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEESI RESOURCES, INC. AMSAFE COMMERCIAL PRODUCTSBy: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President ESI PARTNERSHIP By: Express Scripts, Inc., as Partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Deputy General Counsel By: ESI-GP Holdings, Inc., as Partner By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., as Partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXPRESS SCRIPTS MSA, LLC EXPRESS SCRIPTS WC, INC. AMSAFE GLOBAL By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: President EXPRESS SCRIPTS SENIOR CARE, INC. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxx Xxxxxx Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSPresident EXPRESS SCRIPTS CANADA HOLDING, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto CITIGROUP GLOBAL MARKETS INC. By: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM KEY ENERGY SERVICES, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Executive Vice PresidentPresident and Treasurer KEY ENERGY SERVICES, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACELLC KEY ENERGY SERVICES CALIFORNIA, INC. XXXXX RITE AEROSPACEKEY ENERGY SERVICES (MEXICO), INC. AEROCONTROLEX GROUPLLC MISR KEY ENERGY INVESTMENTS, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE MISR KEY ENERGY SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSKEY ENERGY MEXICO, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer President and Secretary Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx Xxxxxxx & Co. Xxxxx Incorporated X.X. Xxxxxx Securities LLC ByRBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Capital One Southcoast, Inc. Credit Agricole Securities (USA) Inc. DNB Markets Inc. by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxx Xxxx Name: Xxxxx Xxxxx Xxxx Xxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Guarantors: Key Energy Services, LLC Key Energy Services California, Inc. Key Energy Services (Mexico), LLC Misr Key Energy Investments, LLC Misr Key Energy Services, LLC Key Energy Mexico, LLC ANNEX B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CATALENT PHARMA SOLUTIONS, INC. By: By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED ByGUARANTORS: CATALENT PHARMA SOLUTIONS, LLC CATALENT USA PACKAGING, LLC CATALENT USA WOODSTOCK, INC. CATALENT CTS HOLDINGS, INC. CATALENT CTS INFORMATICS, INC. CATALENT CTS INTERMEDIATE HOLDINGS, INC. CATALENT CTS, INC. CATALENT CTS (KANSAS CITY), LLC By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer CATALENT US HOLDING I, LLC CATALENT US HOLDING II, LLC By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION Chief Financial Officer of the Sole Member X.X. XXXXXXX TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX GLACIER CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers XXXXXX XXXXXXX & CO. LLC By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signatory DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President XXXXXXXXX & COMPANY, INC. By /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President Schedule A Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Deutsche Bank Securities (USA) Inc. Xxxxxxx, Sachs & Co. Xxxxxxxxx & Company, Inc. X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Trust and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. HANOVER COMPRESSOR CAPITAL TRUST By: /s/ Xxxxxxx Xxxxx _______________________________________________________________ Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, Administrative Trustee HANOVER COMPRESSOR COMPANY By:________________________________ Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX, XXXXX & Co. LLC CO. XXXXXXX XXXXX XXXXXX INC. XXXX XXXXXXXX INCORPORATED By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC CREDIT SUISSE FIRST BOSTON CORPORATION Acting on behalf of itself and as the representative of the several Purchasers By: /s/ Xxxxx Xxxxx :___________________________________________________________________ Name: Xxxxx Xxxxx Xxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantor in accordance with its terms. Very truly yours, TRANSDIGM RAYONIER TRS HOLDINGS INC. By: /s/ Xxxxxxx Xxxx X. Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Executive Senior Vice President RAYONIER INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Incorporated X.X. Xxxxxx Securities Inc. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers set forth in Schedule I hereto ANNEX by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director by: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: Managing Director by: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Managing Director SCHEDULE A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Purchasers

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company, the Closing Guarantors and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. AP GLOBAL ACQUISITION CORPARMTEC COUNTERMEASURES CO. AP GLOBAL HOLDINGS, INCARMTEC COUNTERMEASURES TNO CO. ARKWIN INDUSTRIESARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATIONXXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. BRIDPORT ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX AEROSPACE CORPORATION KIRKHILL INC. XXXXX INDUSTRIES, INCKORRY ELECTRONICS CO. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX HOLDING CORPORATION MALAYSIAN AEROSPACE SERVICESXXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. RACAL ACOUSTICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSCIOTEQ LLC By: TREALITY SVS LLC, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSas its sole member By: Esterline Europe Company LLC, INC. as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO HARCOSEMCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX NORDISK AVIATION PRODUCTS LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Executive Vice President, Chief Financial Officer Chairman of the Board and Secretary President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXXX SACHS & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and as a Representative of the several Purchasers The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Acting on behalf of itself and as a Representative of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer & Senior Vice President— Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE BNR CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PEP CORP. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE FOCUS, L.L.C. CHESAPEAKE KNAN ACQUISITION, L.L.C. CHESAPEAKE MOUNTAIN FRONT, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. SAP ACQUISITION, L.L.C., By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer & Vice PresidentPresident CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LNG, Chief Financial Officer and Secretary ACME AEROSPACEL.P. CHESAPEAKE LOUISIANA, INC. XXXXX RITE AEROSPACEL.P. CHESAPEAKE NFW, INC. AEROCONTROLEX GROUPL.P. CHESAPEAKE PERMIAN, INC. AIRBORNE ACQUISITIONL.P. CHESAPEAKE SIGMA, INC AIRBORNE GLOBALL.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, INC. AIRBORNE HOLDINGSX.X., INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsBy Chesapeake Operating, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member as general partner of each respective entity By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES& Senior Vice President— Human Resources MIDCON COMPRESSION L.P. By Chesapeake Energy Marketing, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member Inc. as general partner By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer & Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and XXXXXX BROTHERS INC. UBS SECURITIES LLC, Acting on behalf of themselves and as Representatives of the several Initial Purchasers set forth in Schedule I hereto By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM COMPANY: AFFINION GROUP, INC., By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: President and Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, LLC AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. CCAA CORPORATION LONG TERM PREFERRED CARE, INC. TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. WATCHGUARD REGISTRATION SERVICES, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer CUC ASIA HOLDINGS, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED by its partners: Trilegiant Corporation By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer Trilegiant Retail Services, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member Inc. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Xxxx XxXxxxxx Name: Xxxxxxxx Xxxxx Xxxx XxXxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx X. Xxxxxx Name: Xxxxx Xxxxx X. Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ][•] , 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxxx Xxxxx XXXXXX X. XXXXXX Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSenior Vice President—Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCINC. CHESAPEAKE OPERATING, its sole member WHIPPANY ACTUATION SYSTEMSINC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, LLC By: TransDigm Inc.L.L.C. CHESAPEAKE ACQUISITION, its sole member L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. Chesapeake Royalty, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING, L.L.C. By: /s/ Xxxxxxx Xxxxx XXXXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer and Vice President [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Treasurer and Senior Vice President—Human Resources MIDCON COMPRESSION, Chief Financial Officer L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Treasurer and Secretary Vice President [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX A The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx BEAR, XXXXXXX & Co. CO. INC. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and XXXXXX BROTHERS INC. WACHOVIA CAPITAL MARKETS, LLC Acting on behalf of themselves and Representatives of the several Initial Purchasers set forth in Schedule I hereto By: BEAR, XXXXXXX & CO. INC By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Senior Managing Director [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ]______________, 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. _________________________ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]]

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEFREESCALE SEMICONDUCTOR, INC. XXXXX RITE AEROSPACEBy /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Treasurer FREESCALE SEMICONDUCTOR HOLDINGS V, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESFREESCALE SEMICONDUCTOR HOLDINGS I, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: LTD. By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Executive Treasurer FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer SIGMATEL, LLC. BY FREESCALE SEMICONDUCTOR, INC., AS SOLE MEMBER By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Chief Financial Officer President and Secretary Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxxx Xxxxx Xxxx XxxXxxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxx XxxXxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto A Citigroup Global Markets Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSenior Vice President—Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCINC. CHESAPEAKE OPERATING, its sole member WHIPPANY ACTUATION SYSTEMSINC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, LLC By: TransDigm Inc.L.L.C. CHESAPEAKE ACQUISITION, its sole member L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer and Vice President CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Treasurer and Senior Vice President—Human Resources MIDCON COMPRESSION L.P., Chief Financial Officer By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Treasurer and Secretary Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx BANC OF AMERICA SECURITIES LLC BEAR, XXXXXXX & Co. CO. INC. CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS SECURITIES LLC Acting on behalf of themselves and as Representatives of the several Initial Purchasers By: BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM VARCO INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Treasurer VARCO I/P, INC. TUBO-FGS, LLC TUBOSCOPE (HOLDING U.S.) INC. FIBER GLASS SYSTEMS HOLDINGS, LLC FIBER GLASS SYSTEMS, XX XXXXX, LP QUALITY TUBING INC. TUBOSCOPE PIPELINE SERVICES INC. ENVIRONMENTAL PROCEDURES INC. By: /s/ Xxxxxx X. Xxxxxxx Xxxxx ------------------------------ Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX XXXXX XXXXXX INC. RBC DOMINION SECURITIES CORPORATION XXXXXXX & Co. LLC COMPANY INTERNATIONAL By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxx Xxxxx Xxxx ----------------------------- Name: Xxxxx Xxxxx Xxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-broker- dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. 1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ------------------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________________________________ Address: ___________________________________________ ___________________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Guarantors and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEPLY GEM INDUSTRIES, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE By _/s/ Xxxxx X. Xxx _________________ Name: Xxxxx X. Xxx Title: Vice President PLY GEM HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy _/s/ Xxxxx X. Xxx _________________ Name: Xxxxx X. Xxx Title: Vice President ALCOA HOME EXTERIORS, INC. AMSAFE COMMERCIAL ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C. ALENCO EXTRUSION GA, L.L.C. ALENCO EXTRUSION MANAGEMENT, L.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. ALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. AWC HOLDING COMPANY GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. AMSAFE GLOBAL HOLDINGSMW MANUFACTURERES INC. MWM HOLDING, INC. AMSAFENAPCO, INC. AMSAFE NEW ALENCO EXTRUSION, LTD. NEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By _/s/ Xxxxxxx Xxxxx X. Xxx _________________ Name: Xxxxxxx Xxxxx X. Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. Xxxxxx Xxxxxxx & Co. By: UBS SECURITIES LLC By: ___/s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx ____________________ Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC Executive Director By: __/s/ Xxxxx Xxxxx Rahul Kotwaz _____________________ Name: Xxxxx Xxxxx Rahul Kotwaz Title: Managing Director For itself and on behalf as Representative of the several Initial Purchasers set forth in Schedule I hereto Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM Wendy’s/Arby’s Restaurants, LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer WENDY’S INTERNATIONAL, INC. THE NEW BAKERY COMPANY OF OHIO, INC. WENDY’S OF DENVER, INC. WENDY’S OF N.E. FLORIDA, INC. WENDY’S OLD FASHIONED HAMBURGERS OF NEW YORK, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Senior Vice President and Chief Financial Officer BDJ 71112, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer General Counsel and Secretary TRANSDIGM GROUP INCORPORATED ARBY’S RESTAURANT HOLDINGS, LLC TRIARC RESTAURANT HOLDINGS, LLC ARBY’S RESTAURANT GROUP, INC. ARBY’S RESTAURANT, LLC ARBY’S, LLC WENDY’S/ARBY’S SUPPORT CENTER, LLC ARG SERVICES, INC. SYBRA, LLC ARBY’S IP HOLDER TRUST RTM ACQUISITION COMPANY, LLC RTM, LLC RTM PARTNERS, LLC RTM OPERATING COMPANY, LLC RTM DEVELOPMENT COMPANY, LLC RTMSC, LLC RTM GEORGIA, LLC RTM ALABAMA, LLC RTM WEST, LLC RTM SEA-TAC, LLC RTM INDIANAPOLIS, LLC FRANCHISE ASSOCIATES, LLC RTM SAVANNAH, LLC RTM GULF COAST, LLC RTM PORTLAND, LLC RTM MID-AMERICA, LLC ARG RESOURCES, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Managing Director For itself and Banc of America Securities LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Acting on behalf of themselves and as the several Representatives of the Several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. _______________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSenior Vice President—Human Resources SUBSIDIARY GUARANTORS: 601541 N.B. LTD. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCINC. CHESAPEAKE OPERATING, its sole member WHIPPANY ACTUATION SYSTEMSINC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, LLC By: TransDigm Inc.L.L.C. CHESAPEAKE ACQUISITION, its sole member L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer and Vice President CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Treasurer and Senior Vice President—Human Resources MIDCON COMPRESSION L.P., Chief Financial Officer By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Treasurer and Secretary Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxxxxxxx Xxxxx XXXX XXXXXXX Name: Xxxxxxxx Xxxxx Xxxx Xxxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Vice President ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. PREGIS CORPORATION By: /s/ Xxxxxxx D. Xxxxx XxXxxxxx Name: Xxxxxxx X. Xxxxx XxXxxxxx Title: Executive Vice President, Chief Financial Officer Treasurer and Secretary TRANSDIGM GROUP INCORPORATED PREGIS HOLDING II CORPORATION By: /s/ Xxxxxxx D. Xxxxx XxXxxxxx Name: Xxxxxxx X. Xxxxx XxXxxxxx Title: Executive Vice President, Chief Financial Officer Treasurer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX PREGIS MANAGEMENT CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx D. Xxxxx XxXxxxxx Name: Xxxxxxx X. Xxxxx XxXxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer Treasurer and Secretary PREGIS INNOVATIVE PACKAGING INC. By: /s/ D. Xxxxx XxXxxxxx Name: X. Xxxxx XxXxxxxx Title: Vice President, Chief Financial Officer Treasurer and Secretary HEXACOMB CORPORATION By: /s/ D. Xxxxx XxXxxxxx Name: X. Xxxxx XxXxxxxx Title: Vice President, Chief Financial Officer Treasurer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC ByCREDIT SUISSE SECURITIES (EUROPE) LIMITED BARCLAYS BANK PLC XXXXXXX XXXXX INTERNATIONAL by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USAEurope) LLC Limited By: /s/ Xxxxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto MD ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the a Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEFREESCALE SEMICONDUCTOR, INC. XXXXX RITE AEROSPACEBy /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Treasurer FREESCALE SEMICONDUCTOR HOLDINGS V, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESFREESCALE SEMICONDUCTOR HOLDINGS I, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: LTD. By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Executive Treasurer FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer SIGMATEL, LLC. BY FREESCALE SEMICONDUCTOR, INC., AS SOLE MEMBER By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Chief Financial Officer President and Secretary Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: BARCLAYS CAPITAL INC. By /s/ Xxxx-Xxxxxxxx Xxxxx Astier Name: Xxxx-Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Astier Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto A Barclays Capital Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM CARRIZO OIL & GAS, INC. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSBANDELIER PIPELINE HOLDING, LLC By: TransDigm Inc., its sole member /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO (EAGLE FORD) LLC By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Vice President, President and Chief Financial Officer CARRIZO (MARCELLUS) LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Secretary Chief Financial Officer CARRIZO (MARCELLUS) WV LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO MARCELLUS HOLDING, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO (NIOBRARA) LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CLLR, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer HONDO PIPELINE INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer MESCALERO PIPELINE, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE SECURITIES (USA) LLC ByRBC CAPITAL MARKETS, LLC BNP PARIBAS SECURITIES CORP. Acting on behalf of themselves and as Representatives of the several Initial Purchasers by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Director by: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxx Xxxx Name: Xxxxx Xxxxx Xxxx Title: Director by: BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company, the Guarantors and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsEXTANT COMPONENTS GROUP HOLDINGS, Inc.INC. EXTANT COMPONENTS GROUP INTERMEDIATE, its sole member INC. XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESILC HOLDINGS, INC. KIRKHILL INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Treasurer BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSYMETRICS INDUSTRIES, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSLLC By: Symetrics Technology Group, INC. LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS HARCOSEMCO LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Secretary Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chairman of the Board and President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Dealer Managers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. XXXXXXXX XXXXXXXXXXXX By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXXX SACHS & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxxx Xxxxx Title: Managing Director For itself The foregoing Registration Rights Agreement is hereby confirmed and on behalf accepted as of the several Initial Purchasers set forth in Schedule date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Au Name: Xxxxxx Au Title: Managing Director SCHEDULE I hereto Dealer Managers Xxxxxxx Xxxxx and Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attn: Liability Management Group Barclays Capital Inc. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Liability Management Group. SCHEDULE II Title of Series of Old Notes CUSIP Number Principal Amount Outstanding ($MM) New Notes Floating Rate Notes due 2019 747252AN3 $ 750.00 Floating Rate Notes due 2019 Floating Rate Notes due 2020 747252AQ6 $ 500.00 Floating Rate Notes due 2020 1.850% Notes due 2019 747252AM5 $ 1,250.00 1.850% Notes due 2019 ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-broker- dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-broker- dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM LBI Media, Inc. By: /s/ Xxxxxx Xxxxxxxx ------------------------------------------- Name: Xxxxxx Xxxxxxxx Title: Executive Vice President Guarantors: XXXXXXXX TELEVISION OF HOUSTON, INC. KZJL LICENSE CORP. XXXXXXXX TELEVISION, INC. KRCA TELEVISION, INC. KRCA LICENSE CORP. XXXXXXXX BROADCASTING, INC. LBI RADIO LICENSE CORP. XXXXXXXX BROADCASTING OF HOUSTON, INC. XXXXXXXX BROADCASTING OF HOUSTON LICENSE CORP. EMPIRE BURBANK STUDIOS, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx ------------------------------------------ Name: Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President of each of the entities listed above The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxx Xxxxxxxx Xxxxx ----------------------------------- Name: Xxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For Acting on behalf of itself and on behalf as the Representative of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Offered Securities, where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. Xxxxxxx Exploration Company By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Executive Vice President Xxxxxxx, Inc. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEExecutive Vice President Xxxxxxx Oil & Gas, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC L.P. By: XxXxxxxxx Aerospace InvestmentsXxxxxxx, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member general partner By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx, Xx. Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Executive Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC Xxxxx Incorporated By: /s/ J. Xxx Xxxxxxxx Xxxxx Name: J. Xxx Xxxxxxxx Xxxxx Title: Authorized Signatory Managing Director By Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Holding Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuers and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: ON SEMICONDUCTOR CORPORATION, by /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, by /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsSCG (MALAYSIA SMP) HOLDING CORPORATION, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary By: SCG (CZECH) HOLDING CORPORATION, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SCG (CHINA) HOLDING CORPORATION, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES PUERTO RICO, INC., by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SCG INTERNATIONAL DEVELOPMENT, LLC, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES OF RHODE ISLAND, INC., by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES INTERNATIONAL OF RHODE ISLAND, INC., by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXXX XXXXX XXXXXX INC. CREDIT SUISSE FIRST BOSTON LLC X.X. XXXXXX SECURITIES INC. XXXXXX XXXXXXX & Co. LLC CO. INCORPORATED By: XXXXXXX XXXXX XXXXXX, INC., by /s/ Xxxxxxxx X. Xxxxx Xxxxx ---------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: X. Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ]until, 20[ ]2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuers and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM PETROQUEST ENERGY, INC. By: /s/ Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Title: Executive Sr. Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED & Treasurer PETROQUEST ENERGY, L.L.C. By: /s/ Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Title: Executive Sr. Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, & Treasurer PITTRANS INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Sr. Vice President, Chief Financial Officer and Secretary & Treasurer TDC ENERGY LLC By: /s/ Mxxxxxx X. Xxxxxxxx Name: Mxxxxxx X. Xxxxxxxx Title: Sr. Vice President, Chief Financial Officer & Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston LLC J.X. Xxxxxx Xxxxxxx Securities Inc. Rxxxxxx Jxxxx & Co. Associates, Inc. by: Credit Suisse First Boston LLC By: /s/ Xxxxxxxx Txxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Txxxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM DELCO REMY INTERNATIONAL, INC. ., By: /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentSUBSIDIARY GUARANTORS: DELCO REMY AMERICA, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: INC. By /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACENABCO, INC. XXXXX RITE AEROSPACEBy /s/ Xxxxx X. Xxxxx Name: Title: POWER INVESTMENTS, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL By /s/ Xxxxx X. Xxxxx Name: Title: FRANKLIN POWER PRODUCTS, INC. AMSAFE GLOBAL HOLDINGSBy /s/ Xxxxx X. Xxxxx Name: Title: INTERNATIONAL FUEL SYSTEMS, INC. AMSAFEBy /s/ Xxxxx X. Xxxxx Name: Title: POWER INVESTMENTS MARINE, INC. AMSAFE INDUSTRIESBy /s/ Xxxxx X. Xxxxx Name: Title: MARINE CORPORATION OF AMERICA By /s/ Xxxxx X. Xxxxx Name: Title: POWRBILT PRODUCTS, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGSBy /s/ Xxxxx X. Xxxxx Name: Title: WORLD WIDE AUTOMOTIVE, INC. ARKWIN INDUSTRIES, INC. AVIATION L.L.C. By /s/ Xxxxx X. Xxxxx Name: Title: BALLANTRAE CORPORATION By /s/ Xxxxx X. Xxxxx Name: Title: XXXXXXXX TECHNOLOGIES, INC. AVIONICS SPECIALTIESBy /s/ Xxxxx X. Xxxxx Name: Title: REMY POWERTRAIN, L.P. By /s/ Xxxxx X. Xxxxx Name: Title: M & M XXXXX AUTO PARTS, L.L.C. By /s/ Xxxxx X. Xxxxx Name: Title: REMAN HOLDINGS, L.L.C. By /s/ Xxxxx X. Xxxxx Name: Title: REMY INTERNATIONAL, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESXXX XXXXX, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: X.X.X. By /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentXXXX XXXXX, Chief Financial Officer and Secretary X.X.X. By /s/ Xxxxx X. Xxxxx Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. WACHOVIA CAPITAL MARKETS, LLC by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx /S/ XXXXXXX X. XXXXXXXXXX Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealersbrokerdealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. The Company and the Guarantors hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: AMI Semiconductor, Inc. by /s/ Xxxxxxx Xxxxx X. Xxxxxx _____________________ Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: AMIS Holdings, Inc. by /s/ Xxxxxxx Xxxxx X. Xxxxxx _____________________ Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES AMI Acquisition LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx X. Xxxxxx _____________________ Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary AMI Acquisition II LLC by /s/ Xxxxx X. Xxxxxx _____________________ Name: Xxxxx X. Xxxxxx Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS WARBURG LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC By: by /s/ Xxxxx Xxxxx Xxx ________________________________ Name: Xxxxx Xxxxx Xxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Holding Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuers and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: ON SEMICONDUCTOR CORPORATION, by /s/ Xxxxxxx Xxxxx George H. Cave ---------------------------------- Name: Xxxxxxx Xxxxx George H. Cave Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Sexxxxxxx By: SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, by /s/ Xxxxxxx Xxxxx George H. Cave ---------------------------------- Name: Xxxxxxx Xxxxx George H. Cave Title: Executive Vice PresidentSexxxxxxx By: SCG (MALAYSIA SMP) HOLDING CORPORATION, Chief Financial Officer and Secretary ACME AEROSPACEby /s/ George H. Cave ---------------------------------- Name: George H. Cave Title: Sexxxxxxx By: SCG (CZECH) HOLDING CORPORATION, by /s/ George H. Cave ---------------------------------- Name: George H. Cave Title: Sexxxxxxx By: SCG (CHINA) HOLDING CORPORATION, by /s/ George H. Cave ---------------------------------- Name: George H. Cave Title: Sexxxxxxx By: SEMICONDUCTOR COMPONENTS INDUSTRIES PUERTO RICO, INC. XXXXX RITE AEROSPACE., by /s/ George H. Cave ---------------------------------- Name: George H. Cave Title: Sexxxxxxx By: SCG INTERNATIONAL DEVELOPMENT, LLC, by /s/ George H. Cave ---------------------------------- Name: George H. Cave Title: Secxxxxxx By: SEMICONDUCTOR COMPONENTS INDUSTRIES OF RHODE ISLAND, INC. AEROCONTROLEX GROUP., by /s/ Judith A. Boyle ---------------------------------- Name: Judith A. Boyle Title: Sexxxxxxx By: SEMICONDUCTOR COMPONENTS INDUSTRIES INTERNATIONAL OF RHODE ISLAND, INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx Judith A. Boyle ---------------------------------- Name: Xxxxxxx Xxxxx Judith A. Boyle Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Sexxxxxxx Xxx xoregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON CORPORATION MORGAN STANLEY & Co. LLC CO. INCORPORATED SALOMON SMITH BARNEY INC. J.P. MORGAX XXXUXXXXXX INC. By: CREDIT SUXXXX XXXXX XXSXXX XXRPORATXXX, xx /s/ Xxxxxxxx Xxxxx Ted Iantuono ----------------------------------- Name: Xxxxxxxx Xxxxx TitleTed Iantuonx Xxxxx: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Xirector ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ROTECH HEALTHCARE INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Managing Director For itself SCHEDULE A GUARANTORS A-1 Medical Equipment, Inc. Abba Medical Equipment, Inc. Acadia Home Care Allied Medical Supply, Inc. Always Medical Equipment, Inc. Xxxx Xxxx’x InHome Medical, Inc., West Xxxx Xxxx’x InHome Medical/InHome Medical Inc. Anniston Health & Sickroom Supplies, Inc. Berkeley Medical Equipment, Inc. Beta Medical Equipment, Inc. Cambria Medical Supply, Inc. Camden Medical Supply, Inc. Care Medical Supplies, Inc. Centennial Medical Equipment, Inc. Charlotte Medical Supply, Inc. Xxxxxxx Rentals, Inc. Community Home Oxygen, Inc. Contour Medical Supply, Inc. Xxxxxx Home Health Care, Inc. CPO 2, Inc. Cynthiana Home Medical Equipment, Inc. Xxxxxx Medical Systems, Inc. Distinct Home Health Care, Inc. Xxx Xxxx Respiratory Services, Inc. DuMEd, Inc. East Tennessee Infusion & Respiratory, Inc. Encore Home Health Care, Inc. Epsilon Home Health Care, Inc. Excel Medical of Fort Dodge, Inc. Excel Medical of Marshalltown, Inc. First Community Care of Niagara, Inc. Firstcare, Inc. Xxxxxxx Medical Equipment, Inc. Four Rivers Home Health Care, Inc. G&G Medical, Inc. Gate City Medical Equipment, Inc. Georgia Medical Resources, Inc. Gladwin Area Home Care, Inc. Xxxxxxxx Medical Equipment Service, Inc. Health Care Services of Mississippi, Incorporated Holland Medical Services, Inc. Home Care Oxygen Service, Inc. Home Medical Systems, Inc. IHS Acquisition XXVII, Inc. Integrated Health Services at Jefferson Hospital, Inc. Integrated of Garden Terrace, Inc. Intensive Home Care Services, Inc. IOTA Medical Equipment, Inc. LAMBDA Medical Equipment, Inc. LAMS, Inc. Xxxxxxxx Medical Equipment, Inc. Liberty Home Health Care, Inc. Xxxxxxx Medical, Inc. Major Medical Supply, Inc. Medco Professional Services, Corp. MedCorp International, Inc. Medic-Aire Medical Equipment, Inc. Medical Electro-Therapeutics, Inc. Medicare Rental Supply, Inc. Michigan Medical Supply, Inc. National Medical Equipment Centers, Inc. Xxxxxxx’x Home Medical Equipment, Inc. Nightingale Home Health Care, Inc. North Central Washington Respiratory Care Services, Inc. Northeast Medical Equipment, Inc. Northwest Home Medical, Inc. Omega Medical Equipment, Inc. OMICRON Medical Equipment, Inc. Oxygen of Oklahoma, Inc. Oxygen Plus Medical Equipment, Inc. Oxygen Plus, Inc. Oxygen Therapy Associates, Inc. Xxxxxxxx’x Home Care, Inc. PHI Medical Equipment, Inc. Pioneer Medical Services, Inc. Preferential Home Health Care, Inc. Premier Medical, Inc. Principal Medical Equipment, Inc. Professional Breathing Associates, Inc. Professional Respiratory Home Healthcare, Inc. PSI Health Care, Inc. Pulmo-Dose, Inc. Pulmonary Home Care, Inc. Quality Home Health Care, Inc. R.C.P.S., Inc. RCG Information Services Corporation RCI Medical Corp. Regency Medical Equipment, Inc. Resp-A-Care, Inc. Respiracare Medical Equipment, Inc. Respiratory Medical Equipment of Ga., Inc. Respitech Home Health Care, Inc. Responsive Home Health Care, Inc. Rhema, Inc. Xxxx Medical Group, Inc. RN Home Care Medical Equipment Company, Inc. Roswell Home Medical, Inc. Rotech Employee Benefits Corporation Rotech Home Medical Care, Inc. Rotech Oxygen and on behalf Medical Equipment, Inc. Xxxx Medical, Inc. Xxxxxxx’x Hospital Equipment, Inc. Xxxxxxx Convalescent Medical Supply, Inc. Select Home Health Care, Inc. SIGMA Medical Equipment, Inc. Southeastern Home Health, Inc. Stat Medical Equipment, Inc. Sun Medical Supply, Inc. Sunshine Home Health Care, Inc. The Xxxxxx Company Theta Home Health Care, Inc. Tupelo Home Health, Inc. Valley Medical Equipment, Inc. Value Care, Inc. VitalCare Health Services, Inc. VitalCare of the several Initial Purchasers set forth in Schedule I hereto Pennsylvania, Inc. VitalCare of Texas, Inc. White’s Medical Rentals, Inc. Wichita Medical Care, Inc. Zeta Home Health Care, Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM GENERAL DYNAMICS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice Prexxxxxx xxx Xxeasurer AMERICAN OVERSEAS MARINE CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice Prexxxxxx xxx Xxeasurer BATH IRON WORKS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistanx Xxxxxxxxx COMPUTER SYSTEMS & COMMUNICATIONS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex ELECTRIC BOAT CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistanx Xxxxxxxxx GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. By: /s/ Xxxxxxx Xxxxx David H. Fogg _____________________________________________ Name: Xxxxxxx Xxxxx David H. Fogg Title: Executive Vice PresidentTreasurex GENERAL DYNAMICS ARMAMENT SYSTEMS, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. By: /s/ Xxxxxxx Xxxxx David H. Fogg _____________________________________________ Name: Xxxxxxx Xxxxx David H. Fogg Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEAssistanx Xxxxxxxxx GENERAL DYNAMICS DEFENSE SYSTEMS, INC. XXXXX RITE AEROSPACEBy: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION By: /s/ David A. Savner _____________________________________________ Name: David A. Savner Title: Vice Pxxxxxxxx GENERAL DYNAMICS INFORMATION SYSTEMS, INC. AEROCONTROLEX GROUPBy: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex GENERAL DYNAMICS LAND SYSTEMS INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistanx Xxxxxxxxx GENERAL DYNAMICS ORDNANCE AND TACTICAL SYSTEMS, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx David H. Fogg _____________________________________________ Name: Xxxxxxx Xxxxx David H. Fogg Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION Treasurex GULFSTREAM AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member CORPORATION By: /s/ Xxxxxxx Xxxxx David H. Fogg _____________________________________________ Name: Xxxxxxx Xxxxx David H. Fogg Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Treasurex MATERIAL SERVICE RESOURCES COMPANY By: /s/ Michael E. Stanczak _____________________________________________ Name: Michael E. Stanczak Title: Prxxxxxxx NATIONAL STEEL AND SHIPBUILDING COMPANY By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex Xxx xxxxxoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: BEAR, STEARNS & CO. Xxxxxx Xxxxxxx & Co. LLC INC. By: /s/ Xxxxxxxx Xxxxx Timothy A. O'Neill _____________________________________ Name: Xxxxxxxx Xxxxx Xxxxxxx X. X'Neill Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount (or principal amount at maturity) of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: DIMAC CORPORATION, by /s/ Xxxxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx Xxxxx Xx Title: Executive Vice PresidentAssistant Secretary SUBSIDIARY GUARANTORS: DIMAC MARKETING CORPORATION, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: by /s/ Xxxxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx Xxxxx Xx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary ACME AEROSPACEDIMAC DIRECT, INC. XXXXX RITE AEROSPACE., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary PALM COAST DATA INC. AEROCONTROLEX GROUP., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary THE XxXXXXX GROUP INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBALby /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary XXXXXX & ASSOCIATES INC., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary MBS/MULTIMODE INC. AIRBORNE ., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary AMERICOMM HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary AMERICOMM DIRECT MARKETING, INC. AMSAFE COMMERCIAL PRODUCTS., INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx Xxxxx Xx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Credit Suisse First Boston Corporation First Union Capital Markets Warburg Dillon Read Llc By: Credit Suisse First Boston Corporation by /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the a Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM CVR REFINING, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE FINANCE INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Treasurer WYNNEWOOD ENERGY COMPANY, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSWYNNEWOOD REFINING COMPANY, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary Treasurer COFFEYVILLE RESOURCES REFINING & MARKETING, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES TERMINAL, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES PIPELINE, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Acting on behalf of themselves and as the Representatives of the Initial Purchasers By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxxx Xxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Registered Exchange Offer and (including, in the reasonable event of an underwritten offering under a Shelf Reigstration Statement, the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Dealer Managers and the Company in accordance with its terms. Very truly yours, TRANSDIGM AT&T INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx X. Xxxx Name: Xxxxxxx Xxxxx Xxxxxxxx X. Xxxx Title: Executive Senior Vice PresidentPresident and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Deutsche Bank Securities Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Barclays Capital Inc. By: /s/ Xxxxxx Au Name: Xxxxxx Au Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxxx Lynch, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer Director The foregoing Registration Rights Agreement is hereby confirmed and Secretary ACME AEROSPACE, INCaccepted as of the date first above written. XXXXX RITE AEROSPACE, INCBNP Paribas Securities Corp. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES Credit Suisse Securities (USA) LLC By: XxXxxxxxx Aerospace Investments/s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxxx, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member Sachs & Co. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Executive Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. RBS Securities Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Mitsubishi UFJ Securities (USA), Inc. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. EA Markets Securities LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Partner The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Mizuho Securities USA Inc. By: /s/ XX Xxxxxxx Name: XX Xxxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. UBS Securities LLC By: /s/ Zain Xxxxxx Name: Zain Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxxxx Xxxxxx Van, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Banker The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CastleOak Securities, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Chief Operating Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Lebenthal & Co., LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Loop Capital Markets LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co., Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. The Xxxxxxxx Capital Group, L.P. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC Principal The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxx & Associates, Inc. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Senior Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule SCHEDULE I hereto ANNEX A Each brokerDealer Managers Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Barclays Capital Inc. 000 0xx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 00 Xxxxxxxxxxx Xxxxx XX0-dealer that receives Exchange 000-00-00 Xxx Xxxx, XX 00000 Attention: High Grade Transaction Management/Legal BNP Paribas Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Corp. 000 0xx Xxxxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxx. Xxx Xxxx, XX 00000 Xxxxxxx, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 RBS Securities Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Liability Management Fax: 000-000-0000 Xxxxx Fargo Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Mitsubishi UFJ Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined hereinUSA), it will make this Prospectus available to any brokerInc. 0000 Xxxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange 0000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 EA Markets Securities for its own account in exchange for Initial LLC 000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Mizuho Securities USA Inc. 000 Xxxx Xxxxxx – 00xx Xxxxx Xxx Xxxx, XX 00000 UBS Securities LLC 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Xxxxxxxx Xxxxxx Van, LLC 000 Xxxxxxxxx Xxxxxx, Xxxxx 0 Xxx Xxxx, XX 00000 CastleOak Securities, where such Initial Securities were acquired by such broker-dealer as a result L.P. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, X.X. 00000 Lebenthal & Co., LLC 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Loop Capital Markets LLC 000 Xxxx Xxxxxxx Xxxx. Suite 1901 Chicago, IL 60604 Xxxxxx Xxxxxxx & Co., Inc. 000 Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 The Xxxxxxxx Capital Group, L.P. 000 Xxxxx Xxx. 00xx Xxxxx Xxx Xxxx, XX 00000 X.X. Xxxx & Associates, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 SCHEDULE II 38 Title of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1Security Issuer CUSIP Number Principal Amount Outstanding ($MM) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Notes Exchanged For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealersPool 1 Notes 7.12% Debentures due 2097 BellSouth Corporation(1) against certain liabilities, including liabilities under the Securities Act.000000XX0 $ 500 New 2042 Notes

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. [Signature Pages Follow] Very truly yours, TRANSDIGM INC. Xx Xxxxxx Snapple Group, Inc. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, President & Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED 234 DP Aviation, LLC A&W Concentrate Company Americas Beverage Management GP AmTrans, Inc. Bai Brands LLC Berkeley Square US, Inc. Beverages Delaware Inc. DP Beverages Inc. DPS Americas Beverages, LLC DPS Beverages, Inc. DPS Finance II, Inc. DPS Holdings Inc.Xx Xxxxxx/Seven-Up Beverage Sales CompanyDr Pepper/Seven Up Manufacturing CompanyDr Pepper/Seven Up, Inc.High Ridge Investments US, Xxx.Xxxxxxxxxxxxx Investments Management LLCMotts’ General PartnershipMott’s LLPMSSI LLCNantucket Allserve, Inc.Nuthatch Trading US, Inc.Pacific Snapple Distributors, Inc.Royal Crown Company, Inc.Snapple Beverage Corp.The American Bottling Company184 Innovations, Inc. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, President & Chief Financial Officer and Secretary ACME AEROSPACESplash Transport, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC Inc. By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director President XXXXXX XXXXXXX & CO. LLC XXXXXXX SACHS & CO. LLC X.X. XXXXXX SECURITIES LLC For itself themselves and on behalf of the several Initial Purchasers set forth in Schedule I hereto XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein)effective date of the Exchange Offer Registration Statement, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Securities, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.C

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ICON HEALTH & FITNESS, INC. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx ------------------------------ Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx Title: Executive Vice PresidentSec. GUARANTORS: JUMPKING, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx ------------------------------ Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INCSec. XXXXX RITE AEROSPACE, INCUNIVERSAL TECHNICAL SERVICES By: /s/ Xxxx X. Xxxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE ICON INTERNATIONAL HOLDINGS, INC. AIRBORNE SYSTEMS NA INCBy: /s/ Xxxx X. Xxxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEICON IP, INC. AMSAFE COMMERCIAL PRODUCTSBy: /s/ Xxxx X. Xxxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. FREE MOTION FITNESS, INC. AMSAFE GLOBAL HOLDINGSBy: /s/ Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxx Title: Sec. NORDICTRACK, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member Sec. 510152 N.B. LTD. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Sec. ICON DU CANADA INC. By: /s/ Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxx Title: Sec. The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Credit Suisse First Boston Corporation, By: /s/ X.X. Xxxxxxxx Xxxxx --------------------------- Name: X.X. Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For Acting on behalf of itself and on behalf as the Representative of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Offered Securities, where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Plan of Distribution Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus (the "Prospectus") in connection with any resale of such Exchange SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20200[ ], all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1) prospectus./(1)/ The Company will not receive any proceeds from any sale of Exchange Securities Notes by broker-dealers. Exchange Securities Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange SecuritiesNotes. Any broker-dealer that resells Exchange Securities Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ________________________ /(1)/ In addition, the legend required by item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ______________________________________________ Address: ______________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Offered Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement on the date hereof among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. Quorum Health Corporation By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: President and Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CREDIT SUISSE SECURITIES (USA) LLC, By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Director Acting on behalf of itself and as the Representative of the several Initial Purchasers SCHEDULE A Initial Purchasers Credit Suisse Securities (USA) LLC UBS Securities LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. Xxxxx Fargo Securities, LLC Credit Agricole Securities (USA) Inc. Deutsche Bank Securities Inc. Fifth Third Securities, Inc. ANNEX A Quorum Health Corporation $400,000,000 11.625% Senior Notes due 2023 REGISTRATION RIGHTS JOINDER April 29, 2016 CREDIT SUISSE SECURITIES (USA) LLC, As Representative of the several Initial Purchasers, C/O CREDIT SUISSE SECURITIES (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated April 22, 2016, among Quorum Health Corporation, a Delaware corporation (the “Issuer” or the “Company”), and the several Initial Purchasers listed on Schedule A thereto (the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC is acting as representative (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $400,000,000 aggregate principal amount of 11.625% Senior Notes due 2023 issued by the Issuer. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement. Each of the Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees to join, and to become bound by the terms, conditions, covenants, agreements, indemnities and other provisions of, the Registration Rights Agreement as a “Guarantor”, in each case with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally a party thereto, and as if such party executed the Registration Rights Agreement on the date thereof. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Registration Rights Joinder by signing in the space provided below. Very truly yours, [Subsidiary Guarantor Signature Blocks] The foregoing Registration Rights Joinder is hereby accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC, By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For Acting on behalf of itself and on behalf as Representative of the several Initial Purchasers set forth in Schedule I hereto [Signature Page to the Registration Rights Agreement Joinder] ANNEX A B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201[●] (90 days after the date of this prospectus), all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX E CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I List of QHC Guarantors Guarantor Jurisdiction of Organization Xxxx Hospital Corporation IL Big Bend Hospital Corporation TX Big Spring Hospital Corporation TX Blue Island Hospital Company, LLC DE Blue Island Illinois Holdings, LLC DE Blue Ridge Georgia Holdings, LLC DE Centre Hospital Corporation XX Xxxxxxx Hospital Corporation PA CSRA Holdings, LLC XX Xxxxxx Hospital Corporation NM DHSC, LLC DE Evanston Hospital Corporation WY Forrest City Arkansas Hospital Company, LLC AR Xxxxxxx City Hospital Corporation AR Fort Xxxxx Hospital Corporation AL Galesburg Hospital Corporation IL Granite City Hospital Corporation IL Granite City Illinois Hospital Company, LLC IL Greenville Hospital Corporation AL Hamlet H.M.A., LLC NC Hospital of Barstow, Inc. DE Hospital of Louisa, Inc. XX Xxxxxxx Hospital Corporation (KY) KY Lexington Hospital Corporation TN Xxxxxx Hospital Corporation IL Massillon Community Health System LLC DE Massillon Health System LLC DE Massillon Holdings, LLC XX XxXxxxxx Tennessee Hospital Company, LLC DE MMC of Nevada, LLC XX Xxxxxx HMA, LLC GA MWMC Holdings, LLC DE National Healthcare of Mt. Xxxxxx, Inc. XX Xxxxxxxx Hospital Corporation AR QHC California Holdings, LLC DE QHG of Massillon, Inc. OH Quorum Health Investment Company, LLC DE Quorum Health Resources, LLC DE Red Bud Hospital Corporation IL Red Bud Illinois Hospital Company, LLC IL San Xxxxxx Hospital Corporation NM Sunbury Hospital Company, LLC DE Tooele Hospital Corporation UT Triad of Oregon, LLC DE Watsonville Hospital Corporation DE Waukegan Hospital Corporation IL Waukegan Illinois Hospital Company, LLC IL Williamston Hospital Corporation NC Winder HMA, LLC GA

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer and the Subsidiary Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Subsidiary Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CHAMPION ENTERPRISES, INC. By: by /s/ Xxxxxxx Xxxxx Josexx X. Xxxxxxxxx -------------------------- Name: Xxxxxxx Xxxxx Josexx X. Xxxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX President A-1 HOMES GROUP, INC. AIRBORNE ACQUISITIONby /s/ John X. Xxxxxxx, INC AIRBORNE GLOBALXx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary ACCENT MOBILE HOMES, INC. AIRBORNE HOLDINGSby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary AUBURN CHAMP, INC. AIRBORNE SYSTEMS NA INCby /s/ John X. Xxxxxxx, Xx. AIRBORNE SYSTEMS NORTH AMERICA INC-------------------------- Name: John X. Xxxxxxx, Xx. AIRBORNE SYSTEMS NORTH AMERICA OF CA INCTitle: Secretary CHAMPION HOME BUILDERS CO. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INCby /s/ John X. Xxxxxxx, Xx. AMSAFE – C SAFE-------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary CHANDELEUR HOMES, INC. AMSAFE COMMERCIAL PRODUCTSby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary XXXXX XXXXX XXXES, INC. AMSAFE GLOBAL HOLDINGSby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary DUTCH HOUSING, INC. AMSAFEby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary GRAND MANOR, INC. AMSAFE INDUSTRIESby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary HEARTLAND HOMES, INC. AP GLOBAL ACQUISITION CORPby /s/ John X. Xxxxxxx, Xx. AP GLOBAL HOLDINGS-------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary HOMES OF LEGEND, INC. ARKWIN INDUSTRIESby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary HOMES OF MERIT, INC. AVIATION TECHNOLOGIESby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary LAMPLIGHTER HOMES, INC. AVIONICS SPECIALTIESby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary LAMPLIGHTER HOMES (OREGON), INC. AVTECHTYEEby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary REDMXX XXXINESS TRUST by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary REDMXX XXXES, INC. BRIDPORT-AIR CARRIERby /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary SOUTHERN SHOWCASE HOUSING, INC. BRIDPORT ERIE AVIATIONby /s/ John X. Xxxxxxx, INCXx. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx -------------------------- Name: Xxxxxxx Xxxxx John X. Xxxxxxx, Xx. Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON CORPORATION DONAXXXXX, XXFKXX & Co. LLC ByXENRXXXX XXXURITIES CORPORATION MERRXXX XXXCH, PIERCE, FENNXX & XMITX XXXORPORATED by: CREDIT SUISSE FIRST BOSTON CORPORATION as Representative of the Initial Purchasers by /s/ Xxxxxxxx Xxxxx Davix Xxxt ----------------------------- Name: Xxxxxxxx Xxxxx Davix Xxxt Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.DISTRIBUTION

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. ByAmerisourceBergen Corporation by: /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXXXXX --------------------------------- Name: Xxxxxxx Xxxxx XXXXXXX X. XXXXXXX Title: Executive Vice PresidentVICE PRESIDENT, Chief Financial Officer GENERAL COUNSEL and Secretary TRANSDIGM GROUP INCORPORATED BySECRETARY AmeriSource Health Corporation by: /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXXXXX --------------------------------- Name: Xxxxxxx Xxxxx XXXXXXX X. XXXXXXX Title: Executive Vice PresidentVICE PRESIDENT, Chief Financial Officer GENERAL COUNSEL and Secretary ACME AEROSPACESECRETARY AmeriSource Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Sales Corporation X.X. Xxxxx Healthcare, INC. XXXXX RITE AEROSPACEInc. General Drug Company Health Services Capital Corporation Xxxxx Xxxxxxxx Company, INC. AEROCONTROLEX GROUPInc. SBS Pharmaceuticals, INC. AIRBORNE ACQUISITIONInc. Value Apothecaries, INC AIRBORNE GLOBALInc. Pharmacy Healthcare Solutions, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member ByLtd. by: /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXXXXX --------------------------------- Name: Xxxxxxx Xxxxx XXXXXXX X. XXXXXXX Title: Treasurer VICE PRESIDENT, GENERAL COUNSEL and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSECRETARY If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, Bergen Xxxxxxxx Corporation by: /s/ XXXXXX X. XXXXXXX --------------------------------- Name: XXXXXX X. XXXXXXX Title: CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Alliance Health Services, Inc. Alliance Home Health Care, Inc. ASD Hemophilia Program L.P. ASD Hemophilia Management, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCASD Specialty Healthcare, its sole member WHIPPANY ACTUATION SYSTEMSInc. BBC Laboratories BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Company Bergen Xxxxxxxx Drug Company Bergen Xxxxxxxx Realty Services, Inc. Bergen Xxxxxxxx Operating Sub, Inc. Xxxxxxx Acquisition Corporation Brownstone Pharmacy, Inc. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. Century Advertising, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Corrections Pharmacies of California, LP Corrections Pharmacies, L.L.C. Corrections Pharmacies of Hawaii, LP Corrections Pharmacies Licensing Company, L.L.C. DD Wholesale, Inc. Drug Service Inc. Xxxxxxxxxx Drug, Inc. Xxxxxxxxxx Rx Services of Massachusetts, Inc. Xxxxxxxxxx Rx Services of Rhode Island, Inc. Xxxx-Xxxxxxxx Medical, Inc. Express Pharmacy Services, Inc. Family Center Pharmacy, Inc. Family Pharmaceuticals of America, Inc. Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc. Healthcare Prescription Services, Inc. Home Medical Equipment Health Company Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Inteplex, Inc. K/S Instrument Corp. LAD Drug Corporation Los Angeles Drug Corporation MDP Properties, Inc. Management Systems of America, Inc. Medical Health Industries, Inc. Medical Initiatives, Inc. Medi-Claim Medi-Mail, Inc. Medi-Phar, Inc. MedNet, MPC Corp. Omni Med B, Inc. Pharmacy Dynamics Group, Inc. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America - Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Rombro's Drug Center, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation Stadt Solutions, LLC By: TransDigm Inc.Tmesys, its sole member ByInc. The Xxxxx Company The Lash Group, Inc. by: /s/ Xxxxxxx Xxxxx MILAN A. SAWDEI ----------------------- Name: Xxxxxxx Xxxxx MILAN A. SAWDEI Title: Executive Vice President, Chief Financial Officer and Secretary :SECRETARY The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse First Boston Corporation Banc of America Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf X.X. Xxxxxx Securities Inc. as Representatives of the several Initial Purchasers set forth in Schedule I hereto By: Credit Suisse First Boston Corporation by: /s/ XXXXXX X. XXXXX ------------------------- Name: XXXXXX X. XXXXX Title:MANAGING DIRECTOR ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ 200[__], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus./1/ The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ____________________ /1/ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ANNEX D [_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _________________________________________________ Address: ______________________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. SCHEDULE I Guarantors AmeriSource Health Corporation Bergen Xxxxxxxx Corporation Alliance Health Services, Inc. Alliance Home Health Care, Inc. ASD Hemophilia Program L.P. ASD Hemophilia Management, LLC ASD Specialty Healthcare Inc. BBC Laboratories BBC Packing Corporation BBC Special Packaging, Inc. BBC Transportation Company Bergen Xxxxxxxx Drug Company Bergen Xxxxxxxx Realty Services, Inc. Bergen Xxxxxxxx Operating Sub, Inc. Xxxxxxx Acquisition Corporation Brownstone Pharmacy, Inc. Capstone Med, Inc. Capstone Pharmacy of Delaware, Inc. Century Advertising, Inc. Choice Medical, Inc. Computran Systems, Inc. Compuscript, Inc. Corrections Pharmacies of California, LP Corrections Pharmacies, L.L.C. Corrections Pharmacies of Hawaii, LP Corrections Pharmacies Licensing Company, L.L.C. DD Wholesale, Inc. Drug Service Inc. Xxxxxxxxxx Drug, Inc. Xxxxxxxxxx Rx Services of Massachusetts, Inc. Xxxxxxxxxx Rx Services of Rhode Island, Inc. Xxxx-Xxxxxxxx Medical, Inc. Express Pharmacy Services, Inc. Family Center Pharmacy, Inc. Family Pharmaceuticals of America, Inc. Goot Nursing Home Pharmacy, Inc. Goot Westbridge Pharmacy, Inc. Goot's Goodies, Inc. Goot's Pharmacy & Orthopedic Supply, Inc. Green Barn, Inc. Healthcare Prescription Services, Inc. Home Medical Equipment Health Company Insta-Care Holdings, Inc. Insta-Care Pharmacy Services Corporation Integrated Commercialization Solutions, Inc. Inteplex, Inc. K/S Instrument Corp. LAD Drug Corporation Los Angeles Drug Corporation MDP Properties, Inc. Management Systems of America, Inc. Medical Health Industries, Inc. Medical Initiatives, Inc. MediDyne Corp. Medi-Claim Medi-Mail, Inc. Medi-Phar, Inc. MedNet, MPC Corp. Omni Med B, Inc. Pharmacy Dynamics Group, Inc. Pharmacy Corporation of America, Inc. Pharmacy Corporation of America - Massachusetts, Inc. PharMerica, Inc. PharMerica Drug Systems Inc. Premier Pharmacy, Inc. RightPak, Inc. Rombro's Drug Center, Inc. Southwest Pharmacies, Inc. Southwestern Drug Corporation Stadt Solutions, LLC Tmesys, Inc. The Xxxxx Company The Lash Group, Inc. AmeriSource Corporation AmeriSource Health Services Corporation AmeriSource Heritage Corporation AmeriSource Medical Supply, Inc. AmeriSource Sales Corporation X.X. Xxxxx Healthcare, Inc. General Drug Company Health Services Capital Corporation Xxxxx Xxxxxxxx Company, Inc. SBS Pharmaceuticals, Inc. Value Apothecaries, Inc. Pharmacy Healthcare Solutions, Ltd.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM UNITED RENTALS (NORTH AMERICA), INC. ., By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Executive Vice PresidentPresident UNITED RENTALS, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC., By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Executive Vice PresidentPresident EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO THAT IS A CORPORATION, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESPresident EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO THAT IS A LIMITED PARTNERSHIP, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC BY UNITED RENTALS (NORTH AMERICA), INC., ITS GENERAL PARTNER By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Executive Vice PresidentPresident EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO THAT IS A LIMITED LIABILITY COMPANY, Chief Financial Officer and Secretary BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER By: Name: Xxxx X. Xxxxx Title: President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM COMPANY: AFFINION GROUP, INC., By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, INC. AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. LONG TERM PREFERRED CARE, INC. TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer CUC ASIA HOLDINGS, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED by its partners: Trilegiant Corporation By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer Trilegiant Retail Services, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member Inc. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. CREDIT SUISSE SECURITIES (USA) LLC By: DEUTSCHE BANK SECURITIES INC. By CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By DEUTSCHE BANK SECURITIES INC. By /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ]] , 20[ ]200_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company Company, and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM SEABULK INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxx XXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice President, Chief Financial Officer General Counsel and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE LONE STAR MARINE SERVICES, INC. MARATHONNORCO AEROSPACESEABULK ARIZONA USA, INC. XXXXXXXXX AEROSPACE DESEABULK CHEMICAL CARRIERS, INC. XXXXXXXXX AEROSPACE HOLDINGSSEABULK MARINE INTERNATIONAL, INC. XXXXXXXXX AEROSPACE INVESTMENTSSEABULK MARINE SERVICES, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSEABULK OCEAN SYSTEMS CORPORATION SEABULK OCEAN SYSTEMS HOLDINGS CORPORATION SEABULK OFFSHORE ABU DHABI, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSSEABULK OFFSHORE INTERNATIONAL, INC. TRANSICOIL LLC By: Aviation TechnologiesSEABULK OFFSHORE DUBAI, Inc.INC. SEABULK OFFSHORE OPERATORS, its sole member INC. SEABULK OPERATORS, INC. SEABULK TANKERS, INC. SEABULK TOWING SERVICES, INC. SEABULK TRANSMARINE II, INC. SEABULK TRANSPORT, INC. By: /s/ Xxxxxxx Xxxxx XXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSenior Vice President SEABULK TANKERS, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC LTD. By: Xxxxxxxxx Holdings LLCSEABULK TRANSPORT, its sole member WHIPPANY ACTUATION SYSTEMSINC., LLC By: TransDigm Inc., its sole member General Partner By: /s/ Xxxxxxx Xxxxx XXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice PresidentPresident SEABULK AMERICA PARTNERSHIP, Chief Financial Officer and Secretary LTD. SEABULK OFFSHORE, LTD. SEABULK TRANSMARINE PARTNERSHIP, LTD. By: SEABULK TANKERS, LTD., General Partner By: SEABULK TRANSPORT, INC. General Partner By: /s/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON LLC BANK OF AMERICA SECURITIES LLC RBC DOMINION SECURITIES CORPORATION XXXXXXX LYNCH, PIERCE, XXXXXX & Co. PRICE INCORPORATED by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing MARC WARM Marc Warm Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Guarantors and the Company in accordance with its terms. Very truly yours, TRANSDIGM PLY GEM INDUSTRIES, INC. By: /s/ Xxxxxxx Xxxxx X. Xxx Name: Xxxxxxx Xxxxx X. Xxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE President PLY GEM HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Vice President ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C. ALENCO EXTRUSION GA, L.L.C. ALENCO EXTRUSION MANAGEMENT, L.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. AMSAFE COMMERCIAL ALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. AWC HOLDING COMPANY FOUNDATION LABS BY PLY GEM, LLC GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. AMSAFE GLOBAL HOLDINGSMASTIC HOME EXTERIORS, INC. AMSAFEMW MANUFACTURERS INC. MWM HOLDING, INC. AMSAFE INDUSTRIESNAPCO, INC. AP GLOBAL ACQUISITION CORPNEW ALENCO EXTRUSION, LTD. AP GLOBAL HOLDINGSNEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxx Name: Xxxxxxx Xxxxx X. Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxx Title: Managing Director For itself and on behalf as Representative of the several Initial Purchasers set forth in Schedule I hereto Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM THE CHEMOURS COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer THE CHEMOURS COMPANY FC, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer THE CHEMOURS COMPANY TT, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer INTERNATIONAL DIOXCIDE, INC. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED CHEMFIRST INC. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice President, President and Chief Financial Officer FIRST CHEMICAL CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Secretary ACME AEROSPACEChief Financial Officer FIRST CHEMICAL TEXAS, L.P. By FT CHEMICAL, INC., its general partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer FT CHEMICAL, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Treasurer Senior Vice President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSChief Financial Officer FIRST CHEMICAL HOLDINGS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice President, President and Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxxxx Xxxxxx Title: Managing Director For Acting on behalf of itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Purchasers. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Vice President Acting on behalf of itself and on behalf of the several Initial Dollar Purchasers. X.X. XXXXXX SECURITIES PLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Acting on behalf of itself and on behalf of the several Initial Euro Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company Issuer and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM UNITED SURGICAL PARTNERS HOLDINGS, INC. By: /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx ---------------------------------------- Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx -------------------------------------- Title: Executive Secretary ------------------------------------- GUARANTORS: UNITED SURGICAL PARTNERS INTERNATIONAL, INC. By: /s/ Xxxx X. Xxxxxx ---------------------------------------- Name: Xxxx X. Xxxxxx -------------------------------------- Title: Vice President, Chief Financial Controller, Compliance Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE------------------------------------- USP XXXXXXXX, INC. XXXXX RITE AEROSPACEUSP WEST COVINA, INC. AEROCONTROLEX GROUPORTHOLINK OF COLORADO, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBALMEDCENTER MANAGEMENT SERVICES, INC. AIRBORNE MEDICAL DOCUMENTING SYSTEMS, INC. ORTHO EXCEL, INC. ORTHOLINK PHYSICIANS CORPORATION USP DOMESTIC HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL USP INTERNATIONAL HOLDINGS, INC. AMSAFEUSP LONG ISLAND, INC. AMSAFE INDUSTRIESUSP NORTH TEXAS, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGSUSP SARASOTA, INC. ARKWIN INDUSTRIESUSP WINTER PARK, INC. AVIATION TECHNOLOGIESGEORGIA MUSCULOSKELETAL NETWORK, INC. AVIONICS SPECIALTIESORTHOLINK/GEORGIA ASC, INC. AVTECHTYEEORTHOLINK/NEW MEXICO ASC, INC. BRIDPORT-AIR CARRIERUSP NEW JERSEY, INC. BRIDPORT ERIE AVIATIONNEUROSURGICAL ASSOCIATES, INC. BRIDPORT HOLDINGSSOUTHWEST SPINE CENTER, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIESUSP LAS CRUCES, INC. XXXXX AEROSPACEUSP NEVADA, INC. ELECTROMECH TECHNOLOGIES DAY-OP MANAGEMENT COMPANY, INC. USP MANHATTAN, INC. USP TENNESSEE, INC. HEALTH HORIZONS OF DECATUR, INC. HEALTH HORIZONS OF KANSAS CITY, INC. HEALTH HORIZONS OF MURFREESBORO, INC. HEALTH HORIZONS OF NASHVILLE, INC. ORTHOLINK ASC CORPORATION ORTHOLINK OCCUPATIONAL MEDICINE SERVICES CORPORATION ORTHOLINK SECURITIES CORPORATION ORTHOLINK/TN ASC, INC. TENNESSEE MUSCULOSKELETAL NETWORK, INC. TEXAS OUTPATIENT SURGICARE CENTER, INC. USP PASADENA, INC. USP SOUTH HOUSTON, INC. USP FREDERICKSBURG, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer DAY-OP SURGERY CONSULTING COMPANY, LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation TechnologiesUSP Long Island, Inc., its sole member By: /s/ Xxxxxxx Xxxxxx X. Xxxxx -------------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSChief Executive Officer ---------------------------------------- NYCAS ADMINISTRATIVE SERVICES, LLC By: TransDigm USP Manhattan, Inc., its sole member By: /s/ Xxxxxxx Xxxxxx X. Xxxxx -------------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Chief Executive Officer ---------------------------------------- USP NEVADA HOLDINGS, LLC By: USP North Texas, Inc., its sole member By: /s/ Xxxxxx X. Xxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer ---------------------------------------- USP TEXAS, L.P. By: USP North Texas, Inc., its general partner By: /s/ Xxxxxx X. Xxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer ---------------------------------------- USP COAST, INC. By: /s/ Xxxx X. Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx ---------------------------------------- Title: Vice President, Chief Financial Officer President and Secretary ---------------------------------------- USP WESTWOOD, INC. By: /s/ Xxxx X. Xxxxxx ------------------------------------------ Name: Xxxx X. Xxxxxx ---------------------------------------- Title: Vice President and Secretary ---------------------------------------- The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS INC. XX XXXXX SECURITIES CORPORATION Acting on behalf of themselves and as the Representatives of the several Purchasers By CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxx Xxxxx X. Xxxxxx ---------------------------------------- Name: Xxxxx Xxxxx X. Xxxxxx -------------------------------------- Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ------------------------------------- ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ]o, 20[ ]200o , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by brokerTHE COMPANY WILL NOT RECEIVE ANY PROCEEDS FROM ANY SALE OF EXCHANGE SECURITIES BY BROKER-dealersDEALERS. Exchange Securities received by brokerEXCHANGE SECURITIES RECEIVED BY BROKER-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the overDEALERS FOR THEIR OWN ACCOUNT PURSUANT TO THE EXCHANGE OFFER MAY BE SOLD FROM TIME TO TIME IN ONE OR MORE TRANSACTIONS IN THE OVER-theTHE-counter marketCOUNTER MARKET, in negotiated transactionsIN NEGOTIATED TRANSACTIONS, through the writing of options on the Exchange Securities or a combination of such methods of resaleTHROUGH THE WRITING OF OPTIONS ON THE EXCHANGE SECURITIES OR A COMBINATION OF SUCH METHODS OF RESALE, at market prices prevailing at the time of resaleAT MARKET PRICES PREVAILING AT THE TIME OF RESALE, at prices related to such prevailing market prices or negotiated pricesAT PRICES RELATED TO SUCH PREVAILING MARKET PRICES OR NEGOTIATED PRICES. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such brokerANY SUCH RESALE MAY BE MADE DIRECTLY TO PURCHASERS OR TO OR THROUGH BROKERS OR DEALERS WHO MAY RECEIVE COMPENSATION IN THE FORM OF COMMISSIONS OR CONCESSIONS FROM ANY SUCH BROKER-dealer or the purchasers of any such Exchange SecuritiesDEALER OR THE PURCHASERS OF ANY SUCH EXCHANGE SECURITIES. Any brokerANY BROKER-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities ActDEALER THAT RESELLS EXCHANGE SECURITIES THAT WERE RECEIVED BY IT FOR ITS OWN ACCOUNT PURSUANT TO THE EXCHANGE OFFER AND ANY BROKER OR DEALER THAT PARTICIPATES IN A DISTRIBUTION OF SUCH EXCHANGE SECURITIES MAY BE DEEMED TO BE AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT AND ANY PROFIT ON ANY SUCH RESALE OF EXCHANGE SECURITIES AND ANY COMMISSION OR CONCESSIONS RECEIVED BY ANY SUCH PERSONS MAY BE DEEMED TO BE UNDERWRITING COMPENSATION UNDER THE SECURITIES ACT. The Letter of Transmittal states thatTHE LETTER OF TRANSMITTAL STATES THAT, by acknowledging that it will deliver and by delivering a prospectusBY ACKNOWLEDGING THAT IT WILL DELIVER AND BY DELIVERING A PROSPECTUS, a brokerA BROKER-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities ActDEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT. For a period of FOR A PERIOD OF 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerDAYS AFTER THE EXPIRATION DATE THE COMPANY WILL PROMPTLY SEND ADDITIONAL COPIES OF THIS PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT TO THIS PROSPECTUS TO ANY BROKER-dealer that requests such documents in the Letter of TransmittalDEALER THAT REQUESTS SUCH DOCUMENTS IN THE LETTER OF TRANSMITTAL. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders THE COMPANY HAS AGREED TO PAY ALL EXPENSES INCIDENT TO THE EXCHANGE OFFER (including any brokerINCLUDING THE EXPENSES OF ONE COUNSEL FOR THE HOLDERS OF THE SECURITIES) OTHER THAN COMMISSIONS OR CONCESSIONS OF ANY BROKERS OR DEALERS AND WILL INDEMNIFY THE HOLDERS OF THE SECURITIES (INCLUDING ANY BROKER-dealersDEALERS) against certain liabilitiesAGAINST CERTAIN LIABILITIES, including liabilities under the Securities ActINCLUDING LIABILITIES UNDER THE SECURITIES ACT. -------- (1) IN ADDITION, THE LEGEND REQUIRED BY ITEM 502(e) OF REGULATION S-K WILL APPEAR ON THE BACK COVER PAGE OF THE EXCHANGE OFFER PROSPECTUS. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. NAME: ADDRESS: IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED REPRESENTS THAT IT IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION OF EXCHANGE SECURITIES. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE EXCHANGE SECURITIES FOR ITS OWN ACCOUNT IN EXCHANGE FOR INITIAL SECURITIES THAT WERE ACQUIRED AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, IT ACKNOWLEDGES THAT IT WILL DELIVER A PROSPECTUS IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE SECURITIES; HOWEVER, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, THE UNDERSIGNED WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM COMPANY: AFFINION GROUP, INC. By /s/ Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Chief Executive Officer GUARANTORS: AFFINION BENEFITS GROUP, INC. AFFINION DATA SERVICES, INC. AFFINION GROUP, LLC AFFINION LOYALTY GROUP, INC. AFFINION PUBLISHING, LLC XXXXXXXX AGENCY, INC. LONG TERM PREFERRED CARE, INC. TRAVELERS ADVANTAGE SERVICES, INC. TRILEGIANT AUTO SERVICES, INC. TRILEGIANT CORPORATION TRILEGIANT INSURANCE SERVICES, INC. TRILEGIANT RETAIL SERVICES, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer CUC ASIA HOLDINGS, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED by its partners: Trilegiant Corporation By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Chief Executive Vice PresidentOfficer Trilegiant Retail Services, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member Inc. By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Acting on behalf of themselves and as the Representatives of the several Initial Purchasers. CREDIT SUISSE SECURITIES (USA) LLC By: DEUTSCHE BANK SECURITIES INC. By CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By DEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director By /s/ Xxxxxxx X Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus prospectus and any amendment or supplement to this Prospectus prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _____________________________________ Address: ___________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. TransDigm Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary TRANSDIGM GROUP INCORPORATED TransDigm Group Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES Avionic Instruments LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Secretary and Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member Xxxxxx Aerospace Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentAssistant Secretary and Treasurer AeroControlex Group, Chief Financial Officer Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant and Treasurer Champion Aerospace LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Secretary and Treasurer MarathonNorco Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Aviation Technologies, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Rite Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Secretary and Treasurer Avtech Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Transicoil LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CDA InterCorp LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Malaysian Aerospace Services, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CEF Industries, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Aircraft Parts Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxx X. Xxxxxxx Name: Xxxxx Xxxxx Xxxxxx X. Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I II hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates Affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to correctly sets forth the agreement between the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its termsyou. Very truly yours, TRANSDIGM INC. Pharmaceutical Resources, Inc. By: /s/ Xxxxxxx Xxxxx Dennis J. O'Connor ------------------------------- Name: Xxxxxxx Xxxxx TitleDennis J. O'Connor Txxxx: Executive Vice PresidentXxxx Xxxxxxxnt, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Accepted as of the date hereof: BEAR, STEARNS & CO. INC. By: /s/ Xxxxxxx Xxxxx NameStephen Parish ------------------------------- Xxxx: Xxxxxxx Xxxxx Xxxphen Parish Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACESenior Managing Director XXXX XXXXX MARKETS CORP. By: /s/ Andrew MacInnes ------------------------------- Xxxx: Xxxrew MacInnes Title: Managing Director U.X. XXXXXXX XXXXR JAFFRAY INC. By: /s/ Eric Alt ------------------------------- Nxxx: Xxxc Alt Title: Managing Director APPENDIX A ---------- PHARMACEUTICAL RESOURCES, INC. XXXXX RITE AEROSPACEFORM OF NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITYHOLDER ELECTION AND QUESTIONNAIRE NOTICE Pharmaceutical Resources, INCInc. (the "COMPANY") has filed, or intends shortly to file, with the Securities and Exchange Commission (the "COMMISSION"), a registration statement on Form S-3 or such other Form as may be available (the "SHELF REGISTRATION STATEMENT") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "SECURITIES ACT"), of the Company's 2.875% Senior Subordinated Convertible Notes due 2010 (CUSIP No. AEROCONTROLEX GROUP717125 AA 6) (the "NOTES"), INCand common stock, par value $0.01 per share, issuable upon conversion thereof (the "SHARES" and together with the Notes, the "TRANSFER RESTRICTED SECURITIES") in accordance with the terms of the Registration Rights Agreement, dated as of September 30, 2003 (the "REGISTRATION RIGHTS AGREEMENT"), between the Company and the initial purchasers. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing A copy of the Registration Rights Agreement is hereby confirmed and accepted as available from the Company. All capitalized terms not otherwise defined herein have the meanings ascribed thereto in the Registration Rights Agreement. To sell or otherwise dispose of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse any Transfer Restricted Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusShelf Registration Statement, a broker-dealer beneficial owner of Transfer Restricted Securities generally will not be deemed required to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer named as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date Selling Securityholder (as defined herein)below) in the related Prospectus, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or of Transfer Restricted Securities, be subject to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning certain civil liability provisions of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received be bound by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning those provisions of the Securities ActRegistration Rights Agreement applicable to such beneficial owner (including certain indemnification rights and obligations, as described below). For a period of 180 days after To be included in the Expiration Date Shelf Registration Statement, this Election and Questionnaire must be properly completed, executed and delivered to the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerat the address set forth herein for receipt PRIOR TO OR ON THE 20TH CALENDAR DAY FROM THE RECEIPT HEREOF (the "ELECTION AND QUESTIONNAIRE DEADLINE"). BENEFICIAL OWNERS THAT DO NOT COMPLETE THIS ELECTION AND QUESTIONNAIRE AND DELIVER IT TO THE COMPANY PRIOR TO THE ELECTION AND QUESTIONNAIRE DEADLINE AS PROVIDED BELOW WILL NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE SHELF REGISTRATION STATEMENT AT THE TIME IT IS DECLARED EFFECTIVE AND, THEREFORE, WILL NOT BE PERMITTED TO SELL ANY TRANSFER RESTRICTED SECURITIES PURSUANT TO THE SHELF REGISTRATION STATEMENT UNTIL WE PREPARE AND FILE A PROSPECTUS SUPPLEMENT OR, IF REQUIRED, A POST-dealer that requests such documents EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION STATEMENT OR ADDITIONAL SHELF REGISTRATION STATEMENT. Certain legal consequences arise from being named as a Selling Securityholder in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer Shelf Registration Statement and the reasonable expenses related Prospectus. Accordingly, holders and beneficial owners of one Transfer Restricted Securities are advised to consult their own securities law counsel for regarding the Holders other than commissions consequences of being named or concessions of any brokers or dealers not being named as a Selling Securityholder in the Shelf Registration Statement and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actrelated Prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Guarantors and the Company in accordance with its terms. Very truly yours, TRANSDIGM INCPly Gem Industries, inc. By: By /s/ Xxxxxxx Xxxxx X. Xxx Name: Xxxxxxx :Xxxxx X. Xxx Title: Executive :Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE President PLY GEM HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy /s/ Xxxxx X. Xxx Name:Xxxxx X. Xxx Title:Vice President ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C.ALENCO EXTRUSION GA, L.L.C.ALENCO EXTRUSION MANAGEMENT, L.L.C.ALENCO HOLDING CORPORATIONALENCO INTERESTS, L.L.C.ALENCO TRANS, INC.ALENCO WINDOW GA, L.L.C.ALUMINUM SCRAP RECYCLE, L.L.C.AWC ARIZONA, INC.AWC HOLDING COMPANYFOUNDATION LABS BY PLY GEM, LLCGLAZING INDUSTRIES MANAGEMENT, L.L.C.GREAT LAKES WINDOW, INC.KROY BUILDING PRODUCTS, INC.MASTIC HOME EXTERIORS, XXX.XX MANUFACTURERS INC.MWM HOLDING, INC.NAPCO, XXX.XXX ALENCO EXTRUSION, XXX.XXX ALENCO WINDOW, XXX.XXX GLAZING INDUSTRIES, LTD.PLY GEM PACIFIC WINDOWS CORPORATIONVARIFORM, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx X. Xxx Name: Xxxxxxx :Xxxxx X. Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive :Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx ____/s/_Diron Jebejian______________________________ Name: Xxxxx Xxxxx Xxxxxxxx Title: Managing Director For itself and on behalf as Representative of the several Initial Purchasers set forth in Schedule I hereto Purchasers. ANNEX A $150,000,000 Ply Gem Industries, INC. 6.50% Senior Notes due 2022 REGISTRATION RIGHTS JOINDER [•], 2014 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated September 19, 2014, among Ply Gem Industries, Inc., a Delaware corporation (the “Company”), certain affiliates of the Company party thereto and Credit Suisse Securities (USA) LLC, as representative for the several initial purchasers named therein (in such capacity, the “Representative”), concerning certain registration rights provisions with respect to the $150,000,000 aggregate principal amount of 6.50% Senior Notes due 2022 issued by the Company. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement. This agreement (this “Registration Rights Joinder”) is the “Registration Rights Joinder” referred to in the Registration Rights Agreement. Each of the Additional Subsidiary Guarantors, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agrees to join, and to become bound by the terms, conditions, covenants, agreements, indemnities and other provisions of, the Registration Rights Agreement as a “Guarantor”, in each case with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally a party thereto, and as if such party executed the Registration Rights Agreement on the date thereof. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Registration Rights Joinder by signing in the space provided below. Very truly yours, [Additional Subsidiary Guarantor Signature Blocks] ANNEX B Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C D PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. ANNEX E [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CB XXXXXXX XXXXX SERVICES, INC. CB XXXXXXX XXXXX GROUP, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CB HOLDCO, INC. CB XXXXXXX XXXXX INVESTORS, INC. CB XXXXXXX XXXXX INVESTORS, L.L.C. CB XXXXXXX XXXXX, INC. CB/TCC HOLDINGS LLC CB/TCC, LLC CBRE CAPITAL MARKETS OF TEXAS, LP CBRE CAPITAL MARKETS, INC. CBRE TECHNICAL SERVICES, LLC CBRE/LJM MORTGAGE COMPANY, L.L.C. CBRE/LJM-NEVADA, INC. HOLDPAR A HOLDPAR B INSIGNIA/ESG CAPITAL CORPORATION THE XXXXXXXXX COMPANY, INC. XXXXXXXX XXXX COMPANY XXXXXXXX XXXX SERVICES, INC. XXXXXXX X. XXXXXX, XX., INC. WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P. By: /s/ Xxxxxx Fan Name: Xxxxxx Fan Title: Senior Vice President & Treasurer CB/TCC GLOBAL HOLDINGS LIMITED By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Secretary XX XXXXXXX, INC. TCCT REAL ESTATE, INC. TCDFW, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice PresidentPresident XXXXXXXX XXXX DEVELOPMENT & INVESTMENT, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC X.X. XXXXXX SECURITIES INC. Acting on behalf of itself and as the Representatives of the several Initial Purchasers Banc of America Securities LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory /s/Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto X.X. Xxxxxx Securities Inc. By: /s/Xxxx Xxxxxxx Xxxx Xxxxxxx Executive Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal liquidation amount of Preferred Securities is required hereunder, Preferred Securities held by the Trust, the Company or its affiliates (other than subsequent Holders of Preferred Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 10 11 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Trust in accordance with its terms. Very truly yours, TRANSDIGM INC. COLTEC INDUSTRIES, INC By: /s/ Xxxxxxx Xxxxx ROBEXX X. XXXXX ------------------------------------ Name: Xxxxxxx Robexx X. Xxxxx Title: Executive Vice President, Chief Financial Officer President General Counsel and Secretary TRANSDIGM GROUP INCORPORATED COLTEC CAPITAL TRUST By: /s/ Xxxxxxx Xxxxx THOMXX X. XXXXX, XX. ------------------------------------ Name: Xxxxxxx Xxxxx Thomxx X. Xxxxx, Xx. Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Administrative Trustee The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CREDIT SUISSE FIRST BOSTON CORPORATION CIBC OPPEXXXXXXX XXXP. LEHMXX XXXTHERS INC. ACTING ON BEHALF OF THEMSELVES AND AS THE REPRESENTATIVES OF THE SEVERAL PURCHASERS BY CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxx Xxxxx ROBEXX X. XXXXXXX ------------------------------- Name: Xxxxxxxx Xxxxx Robexx X. Xxxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Associate 11

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, TRANSDIGM INCCHESAPEAKE MIDSTREAM PARTNERS, L.P. By: Chesapeake Midstream GP, L.L.C., its general partner By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer CHKM FINANCE CORP. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Vice PresidentOfficer CHESAPEAKE MIDSTREAM GP, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Vice PresidentOfficer CHESAPEAKE MLP OPERATING, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESChief Executive Officer CHESAPEAKE MIDSTREAM GAS SERVICES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Vice PresidentOfficer OKLAHOMA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Financial Executive Officer and Secretary TEXAS MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer XXXXXX MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer BLUESTEM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer MAGNOLIA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX, XXXXX & Co. CO. RBS SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the Initial Purchasers By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By: Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: By: RBS Securities Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx, Xx. Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Dealer Managers and the Company in accordance with its terms. Very truly yours, TRANSDIGM AT&T INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Xxxxxxxx X. Xxxx Xxxxxxxx X. Xxxx Senior Vice President, Chief Financial Officer President and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director 16 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX CAPITAL MARKETS, LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: CEO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CASTLE OAK SECURITIES, L.P. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer & Director of Operations The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. COMERICA SECURITIES, INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. LOOP CAPITAL MARKETS LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Partner The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXX & COMPANY By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Legal Counsel & CCO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. RBS SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxx Title: Authorized Signatory Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director SCHEDULE I Dealer Managers Credit Suisse Securities (USA) LLC By: /s/ Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Capital Markets, LLC 00 X. XxXxxxx Street , Suite 1050 Chicago, IL 60603 CastleOak Securities, L.P. 000 Xxxx 00xx Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 Comerica Securities, Inc. 000 X. Xxxx Xx., 0xx X0 Xxxxxxx, XX 00000 Loop Capital Markets LLC 000 X. Xxxxxxx Blvd., Suite 1600 Chicago, IL 60606 X.X. Xxxx & Company 000 Xxxx Xxxxxx, 0xx Xxxxx Name: Xxx Xxxx, XX 00000 RBS Securities Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 U.S. Bancorp Investments, Inc. 000 X. Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Street, 26th Floor Charlotte, NC 28202 ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM XXXXXXX XXXX HOMES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice PresidentPresident XXXXXXX XXXX HOMES CALIFORNIA EQUITY FUNDING, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. PH-LP VENTURES DUXFORD FINANCIAL, INC. SYCAMORE CC, INC. XXXXXXX CMR, INC. XXXXXXX XXXX SOUTHWEST, INC. PH-XXXXXX VENTURES HSP, INC. PH VENTURES-SAN XXXX XXXXXXX HOMES XXXX XXXXXXXX, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC President WLH ENTERPRISES By: XxXxxxxxx Aerospace InvestmentsXxxxxxx Xxxx Homes, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC ByInc. Its: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice PresidentPresident By: Xxxxxxx CMR, Chief Financial Officer Inc. Its: General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LYON EAST XXXXXXXX COMPANY I, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LAGUNA BIG HORN, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Managing Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LYON WATERFRONT, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Manager By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President DUXFORD INSURANCE SERVICES, LLC By: Duxford Financial, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President WHITNEY RANCH VILLAGE 5, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Managing Member and Secretary Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LYON XXXXXXXX, LLC By: Lyon Xxxxxxxx, Inc. Its: Managing Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President MOUNTAIN FALLS, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President MOUNTAIN FALLS GOLF COURSE, LLC By: WLH Enterprises Its: Managing Member By: Xxxxxxx Xxxx Homes, Inc. Its: General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President By: Xxxxxxx CMR, Inc. Its: General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxx Xxxxxxxx Title: Managing Director Vice Chairman For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders Holders) other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM VISTA OUTDOOR INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM BEE STINGER, LLC BOLLÉ AMERICA, INC. BOLLÉ INC. BUSHNELL GROUP INCORPORATED HOLDINGS, INC. BUSHNELL HOLDINGS, INC. BUSHNELL INC. CALIBER COMPANY CAMELBAK ACQUISITION CORP. CAMELBAK PRODUCTS, LLC DOUBLE BULL ARCHERY, INC. EAGLE INDUSTRIES UNLIMITED, INC. EAGLE MAYAGUEZ, LLC EAGLE NEW BEDFORD, INC. FEDERAL CARTRIDGE COMPANY GOLD TIP, LLC XXXXX STYKS, LLC MICHAELS OF OREGON CO. MIKE’S HOLDING COMPANY XXXXXXX INDUSTRIES NIGHT OPTICS USA, INC. OLD WSR, INC. OPT HOLDINGS, INC. PRIMOS, INC. SAVAGE ARMS, INC. SAVAGE RANGE SYSTEMS, INC. SAVAGE SPORTS CORPORATION SAVAGE SPORTS HOLDINGS, INC. SERENGETI EYEWEAR, INC. STONEY POINT PRODUCTS INC. TASCO HOLDINGS, INC. TASCO OPTICS CORPORATION VISTA COMMERCIAL AMMUNITION COMPANY INC. VISTA COMMERCIAL AMMUNITION HOLDINGS COMPANY INC. VISTA OUTDOOR OPERATIONS LLC VISTA OUTDOOR SALES LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxxx XxxXxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx XxxXxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Acting on behalf of the several itself in its capacity as Initial Purchasers set forth in Schedule I hereto Purchaser. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxxx Xxxxx XXXXXX X. XXXXXX Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSr. Vice President – Human Resources SUBSIDIARY GUARANTORS: 601541 N.B. LTD. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCINC. CHESAPEAKE OPERATING, its sole member WHIPPANY ACTUATION SYSTEMSINC. CHESAPEAKE PPC CORP. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, LLC By: TransDigm Inc.L.L.C. CHESAPEAKE ACQUISITION, its sole member L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxxx Xxxxx XXXXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Treasurer and Vice PresidentPresident CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, Chief Financial Officer L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Treasurer and Secretary Sr. Vice President – Human Resources MIDCON COMPRESSION L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Treasurer and Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. XXXXXX BROTHERS INC. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC, Acting on behalf of themselves and as Representatives of the several Initial Purchasers set forth in Schedule I hereto By: XXXXXX BROTHERS INC. By: /s/ XXXXXXX XXXXXXXXXX Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yoursCarrizo Oil & Gas, TRANSDIGM INC. By: Inc. By /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Bandelier Pipeline Holding, LLC By /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES Carrizo (Marcellus) LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Treasurer Vice President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer Carrizo (Marcellus) WV LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Secretary Chief Financial Officer Carrizo Marcellus Holding Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CCBM, Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Chama Pipeline Holding LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CLLR, Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Hondo Pipeline Inc. By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer Mescalero Pipeline, LLC By /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Credit Suisse Securities (USA) LLC ByXXXXX FARGO SECURITIES, LLC RBC CAPITAL MARKETS, LLC by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx X. Xxxxxxxx Name: Xxxxx Xxxxx X. Xxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto by: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director by: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx FAIRCHILD SEMICONDUCTOR CORPORATION, xx _____________________________________ Name: Xxxxxxx Xxxxx Matthew W. Towse Title: Executive Vice PresidentPrxxxxxxx, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Xxxxxxxer FAIRCHILD SEMICONDUCTOR INTERNATIONAL, XXX., as Guarantor, by _____________________________________ Name: Xxxxxxx Xxxxx Matthew W. Towse Title: Executive Vice PresidentPrxxxxxxx, Chief Financial Officer and Secretary ACME AEROSPACEXxxxxxxer FAIRCHILD SEMICONDUCTOR CORPORATION OF XXLIFORNIA, as Guarantor, by _____________________________________ Name: Matthew W. Towse Title: Vice Prxxxxxxx QT OPTOELECTRONICS, INC. XXXXX RITE AEROSPACE., as Guarantor, by _____________________________________ Name: Matthew W. Towse Title: Vice Prxxxxxxx QT OPTOELECTRONICS, as Guarantor, by _____________________________________ Name: Matthew W. Towse Title: Vice Prxxxxxxx KOTA MICROCIRCUITS, INC. AEROCONTROLEX GROUP., INC. AIRBORNE ACQUISITIONas Guarantor, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx by _____________________________________ Name: Xxxxxxx Xxxxx Matthew W. Towse Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Prxxxxxxx Xxx xxxegoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTHERS INC. CIBC WORLD MARKETS CORP. PRUDENTIAL SECURITIES IXXXXXXRATED ROBERTSON STEPHENS, INC. By: /s/ Xxxxxxxx Xxxxx CREDIT SUISSE FIRST BOSTON CORPORATION xx _____________________________________ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (including the Accredited Investors, but other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ROTECH HEALTHCARE INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: /s/ Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxx X. Xxxxx Name: Xxxxx Xxx X. Xxxxx Title: Managing Director For itself XXXXXXXXX & COMPANY, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director SCHEDULE A GUARANTORS A-1 Medical Equipment, Inc. Abba Medical Equipment, Inc. Acadia Home Care Allied Medical Supply, Inc. Always Medical Equipment, Inc. Xxxx Xxxx’x InHome Medical, Inc., West Xxxx Xxxx’x InHome Medical/InHome Medical Inc. Anniston Health & Sickroom Supplies, Inc. Berkeley Medical Equipment, Inc. Beta Medical Equipment, Inc. Cambria Medical Supply, Inc. Camden Medical Supply, Inc. Care Medical Supplies, Inc. Centennial Medical Equipment, Inc. Charlotte Medical Supply, Inc. Xxxxxxx Rentals, Inc. Community Home Oxygen, Inc. Contour Medical Supply, Inc. Xxxxxx Home Health Care, Inc. CPO 2, Inc. Cynthiana Home Medical Equipment, Inc. Xxxxxx Medical Systems, Inc. Distinct Home Health Care, Inc. Xxx Xxxx Respiratory Services, Inc. DuMEd, Inc. East Tennessee Infusion & Respiratory, Inc. Encore Home Health Care, Inc. Excel Medical of Fort Dodge, Inc. Excel Medical of Marshalltown, Inc. First Community Care of Niagara, Inc. Firstcare, Inc. Xxxxxxx Medical Equipment, Inc. Four Rivers Home Health Care, Inc. G&G Medical, Inc. Gate City Medical Equipment, Inc. Georgia Medical Resources, Inc. Gladwin Area Home Care, Inc. Xxxxxxxx Medical Equipment Service, Inc. Health Care Services of Mississippi, Incorporated Holland Medical Services, Inc. Home Care Oxygen Service, Inc. Home Medical Systems, Inc. IHS Acquisition XXVII, Inc. Integrated Health Services at Jefferson Hospital, Inc. Intensive Home Care Services, Inc. IOTA Medical Equipment, Inc. LAMBDA Medical Equipment, Inc. LAMS, Inc. Xxxxxxxx Medical Equipment, Inc. Xxxxxxx Medical, Inc. Major Medical Supply, Inc. Medco Professional Services, Corp. MedCorp International, Inc. Medic-Aire Medical Equipment, Inc. Medical Electro-Therapeutics, Inc. Medicare Rental Supply, Inc. Michigan Medical Supply, Inc. National Medical Equipment Centers, Inc. Xxxxxxx’x Home Medical Equipment, Inc. Nightingale Home Health Care, Inc. North Central Washington Respiratory Care Services, Inc. Northeast Medical Equipment, Inc. Northwest Home Medical, Inc. OMICRON Medical Equipment, Inc. Oxygen of Oklahoma, Inc. Oxygen Plus Medical Equipment, Inc. Oxygen Plus, Inc. Oxygen Therapy Associates, Inc. Xxxxxxxx’x Home Care, Inc. PHI Medical Equipment, Inc. Pioneer Medical Services, Inc. Preferential Home Health Care, Inc. Principal Medical Equipment, Inc. Professional Breathing Associates, Inc. Professional Respiratory Home Healthcare, Inc. PSI Health Care, Inc. Pulmo-Dose, Inc. Pulmonary Home Care, Inc. Quality Home Health Care, Inc. R.C.P.S., Inc. RCG Information Services Corporation RCI Medical Corp. Regency Medical Equipment, Inc. Resp-A-Care, Inc. Respiracare Medical Equipment, Inc. Respiratory Medical Equipment of Ga., Inc. Respitech Home Health Care, Inc. Responsive Home Health Care, Inc. Rhema, Inc. Xxxx Medical Group, Inc. RN Home Care Medical Equipment Company, Inc. Roswell Home Medical, Inc. Rotech Employee Benefits Corporation Rotech Home Medical Care, Inc. RoTech Oxygen and on behalf Medical Equipment, Inc. Xxxx Medical, Inc. Xxxxxxx’x Hospital Equipment, Inc. Xxxxxxx Convalescent Medical Supply, Inc. Select Home Health Care, Inc. SIGMA Medical Equipment, Inc. Southeastern Home Health, Inc. Sun Medical Supply, Inc. Sunshine Home Health Care, Inc. The Xxxxxx Company Theta Home Health Care, Inc. Tupelo Home Health, Inc. Valley Medical Equipment, Inc. Value Care, Inc. VitalCare Health Services, Inc. VitalCare of the several Initial Purchasers set forth in Schedule I hereto Pennsylvania, Inc. VitalCare of Texas, Inc. White’s Medical Rentals, Inc. Wichita Medical Care, Inc. Zeta Home Health Care, Inc. SCHEDULE B ACCREDITED INVESTORS ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuers and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM PETROQUEST ENERGY, INC. By: /s/ Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Title: Executive :Sr. Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED & Treasurer PETROQUEST ENERGY, L.L.C. By: /s/ Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Title: Executive :Sr. Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, & Treasurer PITTRANS INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Mxxxxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Sr. Vice President, Chief Financial Officer and Secretary & Treasurer TDC ENERGY LLC By: /s/ Mxxxxxx X. Xxxxxxxx Name: Mxxxxxx X. Xxxxxxxx Title: Sr. Vice President, Chief Financial Officer & Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Credit Suisse First Boston LLC By: /s/ Xxxxxxxx Txxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Txxxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORPLLC By: Xxxxxxxxx Holdings LLC, its sole member SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings LLC, its sole member TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Executive Vice PresidentPresident AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, Chief Financial Officer INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: President BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President and Secretary Treasurer XXXXX AEROSPACE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chairman of the Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company Company, in accordance with its terms. Very truly yours, TRANSDIGM GOLD XXXX INC. By: ., By /s/ Xxxxxxx J. Xxxxx Xxxxx Name: Xxxxxxx J. Xxxxx Xxxxx Title: Executive Vice PresidentSecretary AGRA TRADE FINANCING, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: INC., By /s/ Xxxxxxx J. Xxxxx Xxxxx Name: Xxxxxxx J. Xxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEAGVESTMENTS, INC. XXXXX RITE AEROSPACE., INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx J. Xxxxx Xxxxx Name: Xxxxxxx J. Xxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESCROSS EQUIPMENT COMPANY, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCINC., its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: By /s/ Xxxxxxx J. Xxxxx Xxxxx Name: Xxxxxxx J. Xxxxx Xxxxx Title: Executive Vice PresidentSecretary GK FINANCE CORPORATION, Chief Financial Officer and By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary GK PECANS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary GK PEANUTS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary AGRATECH SEEDS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary XXXXX, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: RABO SECURITIES USA, INC. SUNTRUST CAPITAL MARKETS, INC. ING FINANCIAL MARKETS LLC XXXXXX XXXXXXX CORP. by CREDIT SUISSE FIRST BOSTON LLC /s/ Xxxxxxxx Xxxxx XX Xxxx Name: Xxxxxxxx Xxxxx XX Xxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: Commercial Vehicle Group, Inc., by /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Trim Systems, Inc. Trim Systems Operating Corp. National Seating Company CVS Holdings, Inc. Sxxxxxx Devices, Inc. CVG Management Corporation CVG Logistics LLC, By /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEMayflower Vehicle Systems, INC. XXXXX RITE AEROSPACELLC, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Monona Corporation Monona Wire Corporation Monona (Mexico) Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: By /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer President and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: By Credit Suisse First Boston LLC, By /s/ Xxxxxxxx Rxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Rxxxxx X. Xxxxx Title: Managing Director For itself and Acting on behalf of itself and as the Representative of the several Initial Purchasers set forth in Schedule I hereto SCHEDULE A List of the Guarantors Trim Systems, Inc. Trim Systems Operating Corp. National Seating Company CVS Holdings, Inc. Sxxxxxx Devices, Inc. CVG Management Corporation CVG Logistics LLC Mayflower Vehicle Systems LLC Monona Corporation Monona Wire Corporation Monona (Mexico) Holdings LLC ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ”. ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ”. ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ 200[l], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM UNITED RENTALS (NORTH AMERICA), INC. By: by /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: UNITED RENTALS, INC. by /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACEINFOMANAGER, INC. XXXXX RITE AEROSPACEby /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UNITED RENTALS (DELAWARE), INC. AEROCONTROLEX GROUPby /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBALby /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UNITED RENTALS NORTHWEST, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESVice President UNITED RENTALS REALTY, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSBY UNITED RENTALS (NORTH AMERICA), LLC By: TransDigm Inc.INC., its sole member By: ITS MANAGING MEMBER by /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary XXXXX SYSTEMS, INC. by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: CO. INCORPORATED Acting on behalf of itself and as a Representative of the several Purchasers. By /s/ Xxxxx Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxx Title: Managing Director For itself Vice President The foregoing Registration Rights Agreement is hereby confirmed and on behalf accepted as of the several Initial Purchasers set forth in Schedule I hereto date first above written. BANC OF AMERICA SECURITIES LLC ACTING ON BEHALF OF ITSELF AND AS A REPRESENTATIVE OF THE SEVERAL PURCHASERS. By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Principal ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed thatto use commercially reasonable efforts to amend and supplement the prospectus contained in the Exchange Offer Registration statement in order allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers or such other persons are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of 180 days after the Expiration Date (as defined herein)such prospectus, it will make this Prospectus available to any brokersuch period shall be extended on a day-dealer for use in connection with any such resalefor-day basis. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed thatthat it will allow Participating Broker-Dealers and any other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of 180 days after the Expiration Date, it will make this such prospectus, as amended or supplemented, available to any brokersuch period shall be extended on a day-dealer for use in connection with any such resalefor-day basis. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.The

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Placement Agents, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INCPTS ACQUISITION CORP. By: by /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Treasurer CARDINAL HEALTH 409, INC. by /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACETreasurer GUARANTORS: CARDINAL HEALTH 400, INC. XXXXX RITE AEROSPACEby /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH 406, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITIONLLC by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH 421, INC AIRBORNE GLOBALby /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH PTS, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION LLC by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer GLACIER CORPORATION by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President X.X. XXXXXXX TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Purchasers XXXXXX XXXXXXX & CO. INCORPORATED By /s/ Xxxxx X’Xxxxxxxxx Name: Xxxxx X’Xxxxxxxxx Title: Vice Chairman XXXXXXX SACHS & CO. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory Schedule A Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Banc of America Securities LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Ban of America Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Limited Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch GE Capital Markets, Inc. GE Corporate Finance Bank SAS ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer, the Company, the Parent Guarantor and the Company Subsidiary Guarantors party hereto in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACECBRE ESCROW, INC. by /s/ XXXXX RITE AEROSPACEX. XXXXXX, INCXX. AEROCONTROLEX GROUPName: Xxxxx X. Xxxxxx, INCXx. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INCTitle: Exec. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. Vice President/Secretary CB XXXXXXX XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACEby /s/ XXXXX X. XXXXXX, XX. Name: Xxxxx X. Xxxxxx, Xx. Title: Exec. Vice President/Secretary CBRE HOLDING, INC. XXXXXXXXX AEROSPACE DEby /s/ XXXXX X. XXXXXX, INCXX. XXXXXXXXX AEROSPACE HOLDINGSName: Xxxxx X. Xxxxxx, INCXx. XXXXXXXXX AEROSPACE INVESTMENTSTitle: Exec. Vice President/Secretary CB Xxxxxxx Xxxxx, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DEInc. CBRE Consulting, Inc.Inc. Xxx X. Xxxxx, its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSInc. Xxxxxxx X. Xxxxxx, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSXx., INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Inc. CBRE-Profi Acquisition Corp. CB Xxxxxxx Xxxxx Investors, Inc. CBRE HR, Inc. CB Xxxxxxx Xxxxx Corporate Facilities Management, Inc. CB Xxxxxxx Xxxxx of California, Inc. Westmark Real Estate Acquisition Partnership, LP Holdpar A, G.P. Holdpar B, G.P. CB Xxxxxxx Xxxxx Investors, LLC CBREI Manager, L.L.C. CBREI Funding, L.L.C. Global Innovation Advisor, LLC X.X. Melody & Company LJMGP, LLC CBRE/LJM-Nevada, Inc. CBRE/LJM Mortgage Company LLC X.X. Xxxxxx & Company of Texas, XX Xxxx Investment Management, Inc. Xxxx Partnerships I, Inc. Xxxx Partnerships II, Inc. Xxxx Capital Markets Group, Inc. Xxxxxxx-Xxxxx Investments by /s/ XXXXX X. XXXXXX, XX. Name: Xxxxxxx Xxxxx X. Xxxxxx, Xx. Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Authorized Signatory The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: Acting on behalf of itself and as the Representative of the several Initial Purchasers By CREDIT SUISSE FIRST BOSTON LLC By /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx XXXXX XXXXX Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. ANNEX D ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address:

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM XXXXXXX RIVER LABORATORIES INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxxxxx ------------------------------------------- Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentCorporate Development, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer General Counsel and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS INC. X.X. XXXXXX SECURITIES INC. XX XXXXX SECURITIES CORPORATION U.S. BANCORP XXXXX XXXXXXX INC. XXXXXX XXXXXX PARTNERS LLC INVESTEC PMG CAPITAL CORP. XXXXXXXX & Co. LLC COMPANY, INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxx Xxxxxx X. Xxxxx --------------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.Director

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Dealer Managers and the Company in accordance with its terms. Very truly yours, TRANSDIGM AT&T INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Senior Vice President, Chief Financial Officer President and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxx & Co. Au Name: Xxxxxx Au Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself The foregoing Registration Rights Agreement is hereby confirmed and on behalf accepted as of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securitiesdate first above written. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Managing Director The Letter of Transmittal states that by so acknowledging foregoing Registration Rights Agreement is hereby confirmed and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning accepted as of the Securities Actdate first above written. This Prospectus, LOOP CAPITAL MARKETS LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act date first above written. BNP PARIBAS SECURITIES CORP. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning accepted as of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Actdate first above written.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: CONCENTRA OPERATING CORPORATION by /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXX XX Name: Xxxxxxx Xxxxx X. Xxxx XX Title: Executive Vice President, Chief Financial Officer General Counsel and Corporate Secretary TRANSDIGM GROUP INCORPORATED By: CONCENTRA HEALTH SERVICES, INC., by /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXX XX Name: Xxxxxxx Xxxxx X. Xxxx XX Title: Executive Vice President, Chief Financial Officer General Counsel and Corporate Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE CONCENTRA INTEGRATED SERVICES, INC. MARATHONNORCO AEROSPACE., INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXX XX Name: Xxxxxxx Xxxxx X. Xxxx XX Title: Treasurer Executive Vice President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESClerk CONCENTRA LABORATORY, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCL.L.C., its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: by /s/ Xxxxxxx Xxxxx XXXXXXX X. XXXX XX Name: Xxxxxxx Xxxxx X. Xxxx XX Title: Vice President and Corporate Secretary CONCENTRA MANAGED CARE BUSINESS TRUST, by /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Trustee CONCENTRA MANAGEMENT SERVICES, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary CONCENTRA PREFERRED SYSTEMS, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer General Counsel and Corporate Secretary CONCENTRA PREFERRED BUSINESS TRUST, by /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Trustee XXX MANAGED CARE OF WASHINGTON, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President and Corporate Secretary CRA-MCO, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President and Corporate Secretary FIRST NOTICE SYSTEMS, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary FOCUS HEALTHCARE BUSINESS TRUST, by /s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Trustee FOCUS HEALTHCARE MANAGEMENT, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary HEALTHNETWORK SYSTEMS LLC, by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President, General Counsel and Corporate Secretary MEDICAL NETWORK SYSTEMS LLC, by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President, General Counsel and Corporate Secretary METRACOMP INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary NATIONAL HEALTHCARE RESOURCES, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Senior Vice President and Corporate Secretary NHR WASHINGTON, INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Vice President and Corporate Secretary OCCUCENTERS I, L.P. By its general partner CONCENTRA HEALTH SERVICES INC., by /s/ XXXXXXX X. XXXX XX Name: Xxxxxxx X. Xxxx XX Title: Executive Vice President, General Counsel and Corporate Secretary OCI HOLDINGS, INC., by /s/ XXXX XXXXXXXX Name: Xxxx Xxxxxxxx Title: Corporate Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Acting on behalf of itself and as the several Representative of the Initial Purchasers set forth in Schedule I hereto CREDIT SUISSE FIRST BOSTON LLC by /S/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and as the Representative of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. by /s/ XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Vice President ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Guarantors and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEPLY GEM INDUSTRIES, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE By /s/ Sxxxx X. Xxx Name: Sxxxx X. Xxx Title: Vice President PLY GEM HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy /s/ Sxxxx X. Xxx Name: Sxxxx X. Xxx Title: Vice President ALENCO BUILDING PRODUCTS MANAGEMENT, L.L.C. ALENCO EXTRUSION GA, L.L.C. ALENCO EXTRUSION MANAGEMENT, L.L.C. ALENCO HOLDING CORPORATION ALENCO INTERESTS, L.L.C. ALENCO TRANS, INC. AMSAFE COMMERCIAL ALENCO WINDOW GA, L.L.C. ALUMINUM SCRAP RECYCLE, L.L.C. AWC ARIZONA, INC. AWC HOLDING COMPANY FOUNDATION LABS BY PLY GEM, LLC GLAZING INDUSTRIES MANAGEMENT, L.L.C. GREAT LAKES WINDOW, INC. KROY BUILDING PRODUCTS, INC. AMSAFE GLOBAL HOLDINGSMASTIC HOME EXTERIORS, INC. AMSAFEMW MANUFACTURERS INC. MWM HOLDING, INC. AMSAFE INDUSTRIESNAPCO, INC. AP GLOBAL ACQUISITION CORPNEW ALENCO EXTRUSION, LTD. AP GLOBAL HOLDINGSNEW ALENCO WINDOW, LTD. NEW GLAZING INDUSTRIES, LTD. PLY GEM PACIFIC WINDOWS CORPORATION VARIFORM, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Sxxxx X. Xxx Name: Xxxxxxx Xxxxx Sxxxx X. Xxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above writtenwritten above. Xxxxxx Xxxxxxx & Co. By: UBS SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Jxxx Stroll Name: Xxxxxxxx Xxxxx Jxxx Stroll Title: Authorized Signatory Credit Suisse Securities (USA) Leveraged Capital Markets, Associate Director By: /s/ Rxxx Xxxxxx Name: Rxxx Xxxxxx Title: Director By: J.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxx Uxx Xxxxxxxxxx Name: Xxxxx Xxxxx Uxx Xxxxxxxxxx Title: Managing Director For itself and on behalf Vice President As Representatives of the several Initial Purchasers set forth in Schedule I hereto Purchasers. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such those Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectusprospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: __________________________________ If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval ------------------------------ of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Each party hereto hereby submits to the jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Guarantors and the Company in accordance with its terms. Very truly yours, TRANSDIGM NORTH AMERICAN VAN LINES, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxxxx Xxxxx X. Xxxx Title: Secretary FLEET INSURANCE MANAGEMENT, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President FRONTRUNNER WORLDWIDE, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NACAL, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NAVTRANS INTERNATIONAL FREIGHT FORWARDING, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NORTH AMERICAN DISTRIBUTION SYSTEMS, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NORTH AMERICAN LOGISTICS, LTD. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NORTH AMERICAN VAN LINES OF TEXAS, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President RELOCATION MANAGEMENT SYSTEMS, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President GREAT FALLS NORTH AMERICAN, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President VANGUARD INSURANCE AGENCY, INC. By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Executive Vice PresidentSecretary ALLIED FREIGHT FORWARDING, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEA RELOCATION SOLUTIONS MANAGEMENT COMPANY By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Secretary ALLIED INTERNATIONAL N.A., INC. XXXXX RITE AEROSPACEBy: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President ALLIED VAN LINES TERMINAL COMPANY By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Secretary ALLIED VAN LINES, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed confirmed, and accepted and agreed to as of the date first above written. Xxxxxx Xxxxxxx & Co. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxxxx Xxxxx Xxxx X. Xxxxxxxxx ------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxx X. Xxxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX CHASE SECURITIES INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------- Name: Xxxxxx X. Xxxxxx Title: Managing Director Annex A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any brokerParticipating Broker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution.” ANNEX " Annex B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” ANNEX " Annex C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerParticipating Broker-dealer Dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any brokerParticipating Broker-dealer Dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any brokerParticipating Broker-dealer Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incurred by it incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. Annex D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: _________________________________________________________________ Address: _________________________________________________________________

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. AP GLOBAL ACQUISITION CORPARMTEC COUNTERMEASURES CO. AP GLOBAL HOLDINGS, INCARMTEC COUNTERMEASURES TNO CO. ARKWIN INDUSTRIESARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATIONXXXXX AEROSPACE INC. XXXXXXX AVIONICS HOLDINGS, INC. BRIDPORT XXXXXXX AVIONICS, INC. COBHAM DEFENSE PRODUCTS, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX AEROSPACE CORPORATION KIRKHILL INC. XXXXX INDUSTRIES, INCKORRY ELECTRONICS CO. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX HOLDING CORPORATION MALAYSIAN AEROSPACE SERVICESXXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNAT SEATTLE INC. NMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXX MEXICO HOLDING LLC By: Xxxxx International Corporation, as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSCIOTEQ LLC By: TREALITY SVS LLC, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSas its sole member By: Esterline Europe Company LLC, INC. as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO HARCOSEMCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX NORDISK AVIATION PRODUCTS LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Executive Vice President, Chief Financial Officer Chairman of the Board and Secretary President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Acting on behalf of itself and as Representative of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the, the Company Issuer and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. Xxxxxxxx Incorporated By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Ducommun AeroStructures, Inc. Ducommun AeroStructures Mexico, LLC Ducommun AeroStructures New York, Inc. Composite Structures, LLC Ducommun Technologies, Inc. XxXxxxx Electronics, Inc. XxXxxxx/STC, Inc. XxXxxxx Acquisition Company, Inc. Ducommun XxXxxxx Technologies, Inc. CMP Display Systems, Inc. Miltec Corporation By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxxxx Xxx Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director SCHEDULE A GUARANTORS: Ducommun AeroStructures, Inc. Ducommun AeroStructures Mexico, LLC Ducommun AeroStructures New York, Inc. Composite Structures, LLC Xxxxxxxx Technologies, Inc. XxXxxxx Electronics, Inc. XxXxxxx/STC, Inc. XxXxxxx Acquisition Company, Inc. Ducommun XxXxxxx Technologies, Inc. CMP Display Systems, Inc Miltec Corporation EXECUTION VERSION ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” EXECUTION VERSION ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” EXECUTION VERSION ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Dateeffective date of the Exchange Offer Registration Statement (or shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: NEWMARKET CORPORATION By /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Vice President AFTON CHEMICAL ADDITIVES CORPORATION By /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice PresidentPresident AFTON CHEMICAL ASIA PACIFIC, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE LLC By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager AFTON CHEMICAL CANADA HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President AFTON CHEMICAL CORPORATION By /s/ M. Xxxxxxx Xxxx Name: M. Xxxxxxx Xxxx Title: Secretary AFTON CHEMICAL INTANGIBLES, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL LLC By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Manager AFTON CHEMICAL JAPAN HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President ETHYL ASIA PACIFIC LLC By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Manager ETHYL CANADA HOLDINGS, INC. ARKWIN INDUSTRIESBy /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: President ETHYL CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President and Treasurer ETHYL EXPORT CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President ETHYL INTERAMERICA CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President ETHYL VENTURES, INC. AVIATION TECHNOLOGIESBy /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President FOUNDRY PARK I, INC. AVIONICS SPECIALTIESLLC By /s/ Xxxxx X. Xxxxxxxxxx, INC. AVTECHTYEEIII Name: Xxxxx X. Xxxxxxxxxx, INC. BRIDPORT-AIR CARRIERIII Title: Vice President of NewMarket Development Corporation, INC. BRIDPORT ERIE AVIATIONsole manager FOUNDRY PARK II, INC. BRIDPORT HOLDINGSLLC By /s/ Xxxxx X. Xxxxxxxxxx, INC. III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X XXXX LAB, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X HILL LANDING, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X XXXX THIRD STREET, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X HILL TREDEGAR, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X XXXX, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager INTERAMERICA TERMINALS CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President NEWMARKET DEVELOPMENT CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President NEWMARKET INVESTMENT COMPANY By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer NEWMARKET SERVICES CORPORATION By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Principal Financial Officer OLD TOWN, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Manager THE XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX XXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC Vice President Accepted: December 20, 2012 X.X. XXXXXX SECURITIES LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth listed in Schedule I hereto of the Purchase Agreement. By /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President SCHEDULE I Guarantors Subsidiary Jurisdiction of Formation Afton Chemical Additives Corporation Xxxxxxxx Xxxxx Chemical Asia Pacific, LLC Xxxxxxxx Xxxxx Chemical Canada Holdings, Inc. Xxxxxxxx Xxxxx Chemical Corporation Delaware Afton Chemical Intangibles, LLC Xxxxxxxx Xxxxx Chemical Japan Holdings, Inc. Virginia Ethyl Asia Pacific LLC Virginia Ethyl Canada Holdings, Inc. Virginia Ethyl Corporation Virginia Ethyl Export Corporation Virginia Ethyl Interamerica Corporation Delaware Ethyl Ventures, Inc. Virginia Foundry Park I, LLC Virginia Foundry Park II, LLC Xxxxxxxx Xxxxxx’x Xxxx Lab, LLC Xxxxxxxx Xxxxxx’x Hill Landing, LLC Xxxxxxxx Xxxxxx’x Xxxx Third Street, LLC Xxxxxxxx Xxxxxx’x Hill Tredegar, LLC Xxxxxxxx Xxxxxx’x Xxxx, LLC Virginia Interamerica Terminals Corporation Virginia NewMarket Development Corporation Virginia NewMarket Investment Company Virginia NewMarket Services Corporation Virginia Old Town, LLC Virginia The Xxxxx Xxxxxx Corporation Virginia ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]180 days from the Closing Date, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. ANNEX D [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CB XXXXXXX XXXXX GROUP, INC. CB XXXXXXX XXXXX SERVICES, INC. By: /s/ Xxxxxxx Xxx Xxxxx Name: Xxxxxxx Xxx Xxxxx Title: Chief Financial Officer CB HOLDCO, INC. CB XXXXXXX XXXXX INVESTORS, INC. CB XXXXXXX XXXXX INVESTORS, L.L.C. CB XXXXXXX XXXXX, INC. CB/TCC HOLDINGS LLC CB/TCC, LLC CBRE CAPITAL MARKETS OF TEXAS, LP CBRE CAPITAL MARKETS, INC. CBRE LOAN SERVICES, INC. CBRE TECHNICAL SERVICES, LLC CBRE/LJM MORTGAGE COMPANY, L.L.C. CBRE/LJM-NEVADA, INC. HOLDPAR A HOLDPAR B INSIGNIA/ESG CAPITAL CORPORATION THE XXXXXXXXX COMPANY, INC. XXXXXXXX XXXX COMPANY XXXXXXXX XXXX SERVICES, INC. XXXXXXX X. XXXXXX, XX., INC. WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P. By: /s/ Xxxxxx Fan Name: Xxxxxx Fan Title: Senior Vice President & Treasurer XX XXXXXXX, INC. TCCT REAL ESTATE, INC. TCDFW, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Executive Vice PresidentPresident XXXXXXXX XXXX DEVELOPMENT & INVESTMENT, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxxx Title: President and Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE CB/TCC GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member HOLDINGS LIMITED By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member Director By: /s/ Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC Acting on behalf of itself and as the Representatives of the several Initial Purchasers Banc of America Securities LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Xxxxxxx Xxxxxx Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under of the Securities Act.Securities

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Director TRANSDIGM INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Title Executive Vice President, President and Interim Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Title Executive Vice President, President and Interim Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsUS LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESILC HOLDINGS, INC. XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member KIRKHILL INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member YOUNG & FRANKLIN INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS INTERIORS IN FLIGHT LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Interim Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board and Secretary Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chairman of the Board and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Head of Global Leveraged Finance For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.