UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2015
TransDigm Group Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-32833 |
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41-2101738 |
| (State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 1301 East 9th Street, Suite 3000, Cleveland, Ohio |
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44114 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (216) 706-2960
Not Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. |
Entry into a Material Definitive Agreement. |
Loan Modification Agreement
In accordance with the terms of that certain Second Amended and Restated Credit Agreement, dated as of June 4, 2014, by and among
TransDigm Inc. (“TransDigm”), a wholly-owned subsidiary of TransDigm Group Incorporated (“TD Group”), the subsidiaries of TransDigm named therein, Credit Suisse AG, as administrative agent and collateral agent (the
“Agent”), and the other agents and lenders named therein (as amended, the “Credit Agreement”), TransDigm, TD Group, the subsidiaries of TransDigm named therein, the Agent and the other agents and lenders named therein entered
into a Loan Modification Agreement, dated as of May 20, 2015 (the “Modification Agreement”). The Modification Agreement modifies certain terms (including the pricing and maturity date) of a portion of the tranche C term loans under
the Credit Agreement in an aggregate principal amount of $251,129,304 (the “Modified Term Loans”) such that the Modified Term Loans have the same terms as the tranche E term loans under the Credit Agreement.
Incremental Revolving Assumption and Refinancing Facility Agreement
On May 20, 2015, TransDigm, TD Group and the subsidiaries of TransDigm named therein entered into an Incremental Revolving Credit
Assumption and Refinancing Facility Agreement (the “Assumption Agreement”). Pursuant to the Assumption Agreement, TransDigm, among other things, increased the revolving commitments under the Credit Agreement in an aggregate principal
amount of $130,000,000 (the “New Revolving Commitments”) and refinanced a portion of the existing tranche C term loans into tranche E term loans in an aggregate principal amount of $248,870,696 (the “Refinanced Tranche C Term
Loans”). The terms and conditions that apply to the New Revolving Commitments are the same as those of the existing US Dollar revolving credit commitments under the Credit Agreement. The terms and conditions that apply to the Refinanced Tranche
C Term Loans are the same as those of the tranche E term loans under the Credit Agreement.
The lenders and the agents (and each of their
respective subsidiaries or affiliates) under the Modification Agreement and the Assumption Agreement have in the past provided, and may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, trust,
leasing services, foreign exchange and other advisory services to, or engage in transactions with, TransDigm and TD Group and their respective subsidiaries or affiliates. These parties have received, and may in the future receive, customary
compensation from TransDigm and TD Group and their respective subsidiaries or affiliates, for such services.
The above summaries of the
Modification Agreement and the Assumption Agreement are qualified in their entirety by reference to the Modification Agreement and the Assumption Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation. |
The information set forth in Item 1.01
is incorporated herein by reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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| 10.1 |
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Loan Modification Agreement, dated as of May 20, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. party thereto, Credit Suisse AG, as administrative agent and collateral agent, and
the other agents and lenders party thereto. |
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| 10.2 |
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Incremental Revolving Credit Assumption and Refinancing Facility Agreement, dated as of May 20, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. party thereto, Credit Suisse AG, as
administrative agent and collateral agent, and the other agents and lenders party thereto. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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| TRANSDIGM GROUP INCORPORATED |
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| By: |
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/s/ Terrance M. Paradie |
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Name: |
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Terrance M. Paradie |
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Title: |
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Executive Vice President and Chief Financial
Officer |
Dated: May 27, 2015
EXHIBIT INDEX
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| Exhibit |
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Description |
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| 10.1 |
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Loan Modification Agreement, dated as of May 20, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. party thereto, Credit Suisse AG, as administrative agent and collateral agent, and the
other agents and lenders party thereto. |
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| 10.2 |
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Incremental Revolving Credit Assumption and Refinancing Facility Agreement, dated as of May 20, 2015, among TransDigm Inc., TransDigm Group Incorporated, the subsidiaries of TransDigm Inc. party thereto, Credit Suisse AG, as
administrative agent and collateral agent, and the other agents and lenders party thereto. |
Exhibit 10.1
EXECUTION VERSION
LOAN MODIFICATION AGREEMENT dated as of May 20, 2015 (this “Loan Modification Agreement”), to the
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (the
“Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the lenders party thereto (the “Existing Lenders”),
and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).
A. Pursuant to Section 2.25 of the Credit Agreement, the Borrower has made a Loan Modification Offer (the “Tranche
C Loan Modification Offer”) to each Tranche C Term Lender to make certain Permitted Amendments with respect to their Tranche C Term Loans as set forth herein.
B. The Tranche C Term Lenders party hereto (the “Accepting Tranche C Term Lenders”) are willing to accept such
Loan Modification Offer and agree to such Permitted Amendments with respect to their Tranche C Term Loans, on the terms and subject to the conditions set forth herein and in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined
Terms. Capitalized terms used but not defined herein (including in the recitals hereto) shall have the meanings given to them in the Credit Agreement. The rules of interpretation set forth in Section 1.03 of the Credit Agreement are hereby
incorporated by reference herein, mutatis mutandis.
SECTION 2. Term Loans of Accepting Tranche C Term
Lenders. (a) Subject to the terms and conditions set forth herein and in the Credit Agreement, effective upon the Loan Modification Effective Date (as defined below), the Tranche C Term Loans of each Accepting Tranche C Term Lender shall be
converted into and shall constitute Tranche E Term Loans under the Credit Agreement (the Tranche C Term Loans so converted, the “Extended Tranche C Term Loans”). For the avoidance of doubt, all Tranche C Term Loans that are not
converted into Tranche E Term Loans pursuant hereto (including any Tranche C Term Loans of Accepting Tranche C Term Lenders that do not constitute Extended Tranche C Term Loans as a result of an election by the Borrower pursuant to preceding
sentence) shall, following the Loan Modification Effective Date, continue to be in effect and outstanding under the Credit Agreement as Tranche C Term Loans, with no modification to the terms thereof.
(b) On the Loan Modification Effective Date, (i) the principal amount of each scheduled repayment of Tranche C Term Loans
pursuant to Section 2.08(a)(ii)
of the Credit Agreement shall be reduced and (ii) the principal amount of each scheduled repayment of Tranche E Term Loans pursuant to Section 2.08(b) of the Credit Agreement (as set
forth in Incremental Assumption Agreement No. 1) shall be increased, in each case in an amount necessary to give effect to the reduction in outstanding Tranche C Term Loans and the increase in outstanding Tranche E Term Loans as a result of the
transactions contemplated hereby.
(c) The parties hereto agree that the Agent is authorized to take such actions as are
necessary to ensure that the Extended Tranche C Term Loans converted into Tranche E Term Loans pursuant to this Loan Modification Agreement are included in each Borrowing of Tranche E Term Loans outstanding on the Loan Modification Effective Date on
a ratable basis.
(d) Each of the Accepting Tranche C Term Lenders hereby acknowledges and agrees that the transactions
contemplated hereby shall be deemed to have occurred prior to the application of the proceeds of the Tranche E Refinancing Term Loans made on the date hereof pursuant to (and as defined in) the Incremental Revolving Credit Assumption and Refinancing
Facility Agreement dated as of the date hereof relating to the Credit Agreement to prepay Tranche C Term Loans in an aggregate principal amount of $251,129,304.49 as contemplated thereby, and accordingly, none of the Accepting Tranche C Term Lenders
shall be entitled to any portion of such prepayment with respect to their Extended Tranche C Term Loans.
SECTION 3.
Conditions Precedent to Effectiveness. The effectiveness of this Loan Modification Agreement shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or
waived, the “Loan Modification Effective Date”):
(a) the Agent shall have received counterparts of this
Loan Modification Agreement that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent and (iii) the Accepting
Tranche C Term Lenders;
(b) at the time of and immediately after giving effect to the transactions contemplated hereby,
each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement
Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “the Loan Modification Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in
Section 3.13(a) of the Credit Agreement shall be deemed to be “transactions contemplated by this Loan Modification Agreement”, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded;
(c) the Agent shall have received a certificate dated as of the Loan Modification Effective Date and executed by a Financial
Officer of the Borrower with respect to the condition set forth in paragraph (b);
(d) the Agent shall have received legal opinions, board resolutions and other
closing certificates consistent with those delivered on the 2015 Effective Date; and
(e) the Agent shall have received
(i) for the account of each Accepting Tranche C Term Lender, an extension fee in an amount equal to 0.50% of the aggregate principal amount of the Extended Tranche C Term Loans of such Accepting Tranche C Term Lender and (ii) all fees and
reimbursement of all expenses separately agreed in writing by the Borrower and the arranger of the transactions contemplated hereby or by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the
Loan Modification Effective Date in connection with this Loan Modification Agreement and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Loan Modification Effective Date.
The Agent shall notify the Borrower and the Lenders of the Loan Modification Effective Date, and such notice shall be
conclusive and binding.
SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into
this Loan Modification Agreement, Holdings and the Borrower represent and warrant to each of the Accepting Tranche C Term Lenders and the Agent that (a) this Loan Modification Agreement has been duly authorized, executed and delivered by
Holdings, the Borrower and the Subsidiaries of the Borrower party hereto, and this Loan Modification Agreement constitutes a legal, valid and binding obligation of Holdings, the Borrower and the Subsidiaries of the Borrower party hereto, subject to
applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and to general principles of equity; (b) after giving effect to this Loan Modification
Agreement, the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Loan Modification Effective Date, except to the extent
such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that, (i) in each case, such materiality qualifier shall
not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof and (ii) for purposes of the representation in Section 3.13(a) of the Credit Agreement, the words “Second
Restatement Date” in each place set forth therein shall be deemed to be “the Loan Modification Effective Date”, the words “Second Restatement Transactions” shall be deemed to be “transactions contemplated by this Loan
Modification Agreement” and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded and (c) as of the Loan Modification Effective Date, after giving effect to this Loan Modification Agreement, no Default or
Event of Default has occurred and is continuing or would reasonably be expected to result from the transactions contemplated hereby.
SECTION 5. Effect of Agreement. Except as expressly set forth herein, this Loan Modification Agreement shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Loan Modification Agreement shall apply and be effective only with respect to the provisions of the Credit Agreement
specifically referred to herein. After the Loan Modification Effective Date, any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”,
“hereof” and words of similar import in the Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Loan Modification Agreement shall constitute a “Loan Document” for all
purposes of the Credit Agreement and the other Loan Documents.
SECTION 6. Acknowledgement and Consent. Each Loan
Party hereby acknowledges that it has read this Loan Modification Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Loan Modification Agreement, the
obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects, in each case, as amended hereby; (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent
provided in the Collateral Documents as originally executed, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Extended Tranche C Term Loans); and (c) all the representations and warranties
made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Loan Modification Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation
and warranty that already is qualified or modified by materiality in the text thereof.
SECTION 7. FATCA Treatment; Tax
Forms. (a) For purposes of determining withholding Taxes imposed under FATCA, from and after Loan Modification Effective Date, the Borrower and the Agent shall treat (and the Lenders hereby authorize the Agent to treat) the Extended Tranche
C Term Loans as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
(b) The Borrower hereby requests each Foreign Lender to promptly submit duly completed and signed copies of one or more of
forms or certificates described in Section 2.16(f)(ii)(A), (B), (C), (D), (E), (F) or (G) of the Credit Agreement and each Foreign Lender agrees that the Borrower’s request is reasonable pursuant to 2.16(f)(iii)(A)(3) of the
Credit Agreement.
SECTION 8. Counterparts. This Loan Modification Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page
of this Loan Modification Agreement by facsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of this Loan Modification Agreement.
SECTION 9. Governing Law. THIS LOAN MODIFICATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Loan Modification Agreement to the same extent as if fully set forth herein.
SECTION 10. Headings. Section headings used herein are for convenience of reference only, are not part of this Loan
Modification Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Loan Modification Agreement.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Loan Modification Agreement to be duly
executed by their duly authorized officers, all as of the date first above written.
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| TRANSDIGM INC. |
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| by |
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/s/ Sean Maroney |
| Name: |
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Sean Maroney |
| Title: |
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Treasurer |
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| TRANSDIGM GROUP INCORPORATED |
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| by |
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/s/ Sean Maroney |
| Name: |
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Sean Maroney |
| Title: |
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Treasurer |
[Signature Page to Loan
Modification Agreement]
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ACME AEROSPACE, INC. |
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ADAMS RITE AEROSPACE, INC. |
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AEROCONTROLEX GROUP, INC. |
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AEROSONIC LLC |
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AIRBORNE ACQUISITION, INC. |
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AIRBORNE GLOBAL, INC. |
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AIRBORNE HOLDINGS, INC. |
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AIRBORNE SYSTEMS NA INC. |
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AIRBORNE SYSTEMS NORTH AMERICA INC. |
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AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. |
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AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. |
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AMSAFE - C SAFE, INC. |
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AMSAFE GLOBAL HOLDINGS, INC. |
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AMSAFE INDUSTRIES, INC. |
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AMSAFE, INC. |
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AP GLOBAL ACQUISITION CORP. |
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AP GLOBAL HOLDINGS, INC. |
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ARKWIN INDUSTRIES, INC. |
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AVIATION TECHNOLOGIES, INC. |
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AVIONIC INSTRUMENTS LLC |
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AVIONICS SPECIALTIES, INC. |
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AVTECHTYEE, INC. |
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BRIDPORT ERIE AVIATION, INC. |
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BRIDPORT HOLDINGS, INC. |
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BRIDPORT-AIR CARRIER, INC. |
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BRUCE AEROSPACE INC. |
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BRUCE INDUSTRIES, INC. |
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CDA INTERCORP LLC |
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CEF INDUSTRIES, LLC |
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CHAMPION AEROSPACE LLC |
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DUKES AEROSPACE, INC. |
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ELECTROMECH TECHNOLOGIES LLC |
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HARCO LLC |
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HARTWELL CORPORATION |
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MALAYSIAN AEROSPACE SERVICES, INC. |
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MARATHONNORCO AEROSPACE, INC. |
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MCKECHNIE AEROSPACE DE, INC. |
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MCKECHNIE AEROSPACE HOLDINGS, INC. |
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MCKECHNIE AEROSPACE INVESTMENTS, INC. |
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MCKECHNIE AEROSPACE US LLC |
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SCHNELLER HOLDINGS LLC |
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SCHNELLER LLC |
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SEMCO INSTRUMENTS, INC. |
[Signature Page to Loan
Modification Agreement]
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SHIELD RESTRAINT SYSTEMS, INC. |
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SKURKA AEROSPACE INC. |
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TELAIR INTERNATIONAL LLC |
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TELAIR US LLC |
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TEXAS ROTRONICS, INC. |
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TRANSICOIL LLC |
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WHIPPANY ACTUATION SYSTEMS, LLC |
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by |
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/s/ Sean Maroney |
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Name: |
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Sean Maroney |
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Title: |
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Treasurer |
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BRIDPORT ERIE AVIATION, INC. |
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by |
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/s/ Sean Maroney |
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Name: |
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Sean Maroney |
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Title: |
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President |
[Signature Page to Loan
Modification Agreement]
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CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Agent |
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/s/ Robert Hetu |
| Name: |
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Robert Hetu |
| Title: |
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Authorized Signatory |
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| by |
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/s/ Karim Rahimtoola |
| Name: |
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Karim Rahimtoola |
| Title: |
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Authorized Signatory |
[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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ACA CLO 2007-1, LTD |
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BY: Its Investment Advisor CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Affiliated Independent Distributors, Inc. |
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by |
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/s/ Adam Brown |
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Name: |
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Adam Brown |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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Apidos CLO IX |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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APIDOS CLO X |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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APIDOS CLO XI |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
APIDOS CLO XII |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
APIDOS CLO XIV |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
Apidos CLO XIX |
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BY: Its Collateral Manager, CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
APIDOS CLO XV |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
APIDOS CLO XVI |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
|
Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
APIDOS CLO XVII |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
|
Gretchen Bergstresser |
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Title: |
|
Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
APIDOS CLO XVIII |
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BY: Its Collateral Manager CVC Credit Partners, LLC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
|
Gretchen Bergstresser |
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Title: |
|
Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Arch Investment Holdings III Ltd. |
|
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BY: PineBridge Investments LLC As Collateral Manager |
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by |
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/s/ Steven Oh |
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Name: |
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Steven Oh |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
AUSTRALIANSUPER |
By: Credit Suisse Asset
Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
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by |
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/s/ Thomas Flannery |
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Name: |
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Thomas Flannery |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
BABSON CLO LTD. 2013-I By:
Babson Capital Management LLC as Collateral Manager |
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by |
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/s/ Chad Campbell |
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Name: |
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Chad Campbell |
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Title: |
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Director |
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BABSON CAPITAL GLOBAL LOANS LIMITED
By: Babson Capital Management LLC as Sub-Investment Manager |
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by |
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/s/ Chad Campbell |
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Name: |
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Chad Campbell |
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Title: |
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Director |
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C.M. LIFE INSURANCE COMPANY
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY |
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By: Babson Capital Management LLC as Investment Adviser |
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by |
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/s/ Chad Campbell |
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Name: |
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Chad Campbell |
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Title: |
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Director |
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BABSON GLOBAL FLOATING RATE FUND, a series of Babson Capital Funds Trust |
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By: Babson Capital Management LLC as Investment Manager |
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by |
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/s/ Chad Campbell |
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Name: |
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Chad Campbell |
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Title: |
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Director |
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The foregoing is executed on behalf of Babson Global Floating Rate Fund, a series of Babson Capital Funds
Trust, organized under an Agreement and Declaration of Trust dated May 3, 2013, as amended from time to time. The obligations of such series Trust are not personally bindingupon, nor shall resort be had to the property of, any of the Trustees,
shareholders, officers, employees or agents of such Trust, or any other series of the Trust but only the property and assets of the relevant series Trust shall be bound.
[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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|
| Name of Institution: |
|
BENTHAM WHOLESALE SYNDICATED LOAN FUND |
By: Credit Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for
Bentham Wholesale Syndicated Loan Fund
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by |
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/s/ Thomas Flannery |
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Name: |
|
Thomas Flannery |
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Title: |
|
Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
BlackRock Debt Strategies Fund, Inc. |
|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
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|
by |
|
/s/ Rob Jacobi |
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|
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Name: |
|
Rob Jacobi |
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|
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Title: |
|
Authorized Signatory |
|
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|
For any institution requiring a second signature line: |
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by |
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Name: |
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|
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
BlackRock Defined Opportunity Credit Trust |
|
|
BY: BlackRock Financial Management Inc., its Sub-Advisor |
|
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|
by |
|
/s/ Rob Jacobi |
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|
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Name: |
|
Rob Jacobi |
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Title: |
|
Authorized Signatory |
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|
For any institution requiring a second signature line: |
|
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by |
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Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
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|
|
| Name of Institution: |
|
BlackRock Limited Duration Income Trust |
|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
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|
by |
|
/s/ Rob Jacobi |
|
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|
|
Name: |
|
Rob Jacobi |
|
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|
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Title: |
|
Authorized Signatory |
|
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|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
BlackRock Floating Rate Income Strategies Fund, Inc. |
|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
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|
by |
|
/s/ Rob Jacobi |
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|
Name: |
|
Rob Jacobi |
|
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Title: |
|
Authorized Signatory |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
|
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|
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
BlackRock Floating Rate Income Trust |
|
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|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
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|
by |
|
/s/ Rob Jacobi |
|
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|
|
Name: |
|
Rob Jacobi |
|
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Title: |
|
Authorized Signatory |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
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|
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
|
| Name of Institution: |
|
BlackRock Funds II, BlackRock Floating Rate Income Portfolio |
|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
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|
|
|
by |
|
/s/ Rob Jacobi |
|
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|
|
Name: |
|
Rob Jacobi |
|
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|
|
Title: |
|
Authorized Signatory |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
|
|
|
|
|
|
Name: |
|
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|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
BlackRock Global Investment Series: Income Strategies Portfolio |
|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
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|
|
For any institution requiring a second signature line: |
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
BlackRock Secured Credit Portfolio of BlackRock Funds II |
|
|
BY: BlackRock Financial Management Inc., its Sub-Advisor |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
|
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|
|
For any institution requiring a second signature line: |
|
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|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
BlackRock Senior Floating Rate Portfolio |
|
|
BY: BlackRock Financial Management, Inc., its Sub-Advisor |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
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|
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|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Blackstone / GSO Secured Trust Ltd. |
|
|
|
|
BY: GSO / Blackstone Debt Funds Management LLC as Investment Manager |
|
|
|
|
|
|
by |
|
/s/ Thomas Iannarone |
|
|
|
|
Name: |
|
Thomas Iannarone |
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Title: |
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Authorized Signatory |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
BlueMountain CLO 2011-1 Ltd |
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BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, Its Collateral Manager |
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by |
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/s/ Meghan Fornshell |
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Name: |
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Meghan Fornshell |
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Title: |
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Operations Analyst |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
BlueMountain CLO 2015-1 Ltd |
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BlueMountain Capital Management, its Collateral Manager |
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by |
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/s/ Meghan Fornshell |
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Name: |
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Meghan Fornshell |
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Title: |
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Operations Analyst |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
BNP Paribas Flexi III Senior Secured Bank Loan Fund Mogliano |
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by |
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/s/ Dennis Tian |
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Name: |
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Dennis Tian |
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Title: |
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Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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/s/ Dennis Tian on behalf of Javier Peres Diaz |
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Name: |
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Javier Peres Diaz |
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Title: |
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Portfolio Manager |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Burr Ridge CLO Plus Ltd. |
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By: Deerfield Capital Management LLC, its Collateral Manager |
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by |
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/s/ Robert Ranocchia |
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Name: |
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Robert Ranocchia |
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Title: |
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Authorized Signatory |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM |
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By: Credit Suisse Asset Management, LLC, as investment manager |
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by |
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/s/ Thomas Flannery |
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Name: |
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Thomas Flannery |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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CFIP CLO 2013-1, Ltd., |
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by |
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Chicago Fundamental Investment Partners, LLC, |
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as Collateral Manager for CFIP CLO 2013-1, Ltd., |
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by |
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/s/ David C. Dieffenbacher |
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Name: |
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David C. Dieffenbacher |
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Title: |
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Principal & Portfolio Manager |
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|
[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
CFIP CLO 2014-1, Ltd., |
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by |
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Chicago Fundamental Investment Partners, LLC, |
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as Collateral Manager for CFIP CLO 2014-1, Ltd., |
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by |
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/s/ David C. Dieffenbacher |
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Name: |
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David C. Dieffenbacher |
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Title: |
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Principal & Portfolio Manager |
|
|
[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
Name of Institution: Citibank, N.A.
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by |
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/s/ Joelle Gavlick |
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Name: |
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Joelle Gavlick |
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Title: |
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Attorney-In-Fact |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
COMMONWEALTH OF PENNSYLVANIA TREASURY DEPARTMENT |
|
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By: Credit Suisse Asset Management, LLC, as investment adviser |
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by |
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/s/ Thomas Flannery |
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Name: |
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Thomas Flannery |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Consumer Program Administrators, Inc |
|
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By: BlackRock Financial Management, Inc. its Investment Manager |
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by |
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/s/ Rob Jacobi |
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Name: |
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Rob Jacobi |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
CREDIT SUISSE DOLLAR SENIOR LOAN FUND, LTD. |
|
|
By: Credit Suisse Asset Management, LLC, as investment manager |
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by |
|
/s/ Thomas Flannery |
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Name: |
|
Thomas Flannery |
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Title: |
|
Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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|
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
| Name of Institution: |
|
Credit Suisse Floating Rate Trust |
|
|
By: Credit Suisse Asset Management, LLC, as investment manager |
|
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|
by |
|
/s/ Thomas Flannery |
|
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|
Name: |
|
Thomas Flannery |
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Title: |
|
Managing Director |
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|
For any institution requiring a second signature line: |
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by |
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|
Name: |
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|
|
Title: |
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|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
CREDIT SUISSE NOVA (LUX) |
By: Credit
Suisse Asset Management, LLC or Credit Suisse Asset Management Limited, each as Co-Investment Adviser to Credit Suisse Fund Management S.A., management company for Credit Suisse Nova (Lux)
|
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|
by |
|
/s/ Thomas Flannery |
|
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|
|
Name: |
|
Thomas Flannery |
|
|
|
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Title: |
|
Managing Director |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
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|
|
Title: |
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|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: CREDIT SUISSE SENIOR LOAN INVESTMENT UNIT TRUST (for Qualified Institutional Investors Only) |
|
|
BY: Credit Suisse Asset Management, LLC, as investment manager |
|
|
|
|
|
|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
|
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
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|
|
|
Name: |
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|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
Delaware Diversified Income Trust |
|
|
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|
by |
|
/s/ Adam Brown |
|
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|
|
Name: |
|
Adam Brown |
|
|
|
|
Title: |
|
Vice President |
|
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|
|
For any institution requiring a second signature line: |
|
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|
|
by |
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|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
Delaware Group Advisor Funds- Delaware Diversified Income Fund |
|
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|
by |
|
/s/ Adam Brown |
|
|
|
|
Name: |
|
Adam Brown |
|
|
|
|
Title: |
|
Vice President |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
|
|
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|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
Name of Institution: Delaware Group Income Funds-Delaware Diversified Floating Rate Fund
|
|
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|
by |
|
/s/ Adam Brown |
|
|
|
|
Name: |
|
Adam Brown |
|
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|
|
Title: |
|
Vice President |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
Name: |
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|
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|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Delaware VIP Trust – Delaware VIP Diversified Income Series |
|
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|
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|
|
by |
|
/s/ Adam Brown |
|
|
|
|
Name: |
|
Adam Brown |
|
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|
|
Title: |
|
Vice President |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
Name: |
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|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Dryden XXIV Senior Loan Fund |
|
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|
|
By: Prudential Investment Management, Inc., |
|
|
|
|
as Collateral Manager |
|
|
|
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|
|
by |
|
/s/ Joseph Lemanowicz |
|
|
|
|
Name: |
|
Joseph Lemanowicz |
|
|
|
|
Title: |
|
Vice President |
|
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|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
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|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Dryden XXV Senior Loan Fund |
|
|
|
|
By: Prudential Investment Management, Inc., as Collateral Manager |
|
|
|
|
|
|
by |
|
/s/ Joseph Lemanowicz |
|
|
|
|
Name: |
|
Joseph Lemanowicz |
|
|
|
|
Title: |
|
Vice President |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
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|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Dryden XXVI Senior Loan Fund |
|
|
|
|
By: Prudential Investment Management, Inc.,
as Collateral Manager |
|
|
|
|
|
|
by |
|
/s/ Joseph Lemanowicz |
|
|
|
|
Name: |
|
Joseph Lemanowicz |
|
|
|
|
Title: |
|
Vice President |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Dryden XXVIII Senior Loan Fund |
|
|
|
|
By: Prudential Investment Management, Inc.,
as Collateral Manager |
|
|
|
|
|
|
by |
|
/s/ Joseph Lemanowicz |
|
|
|
|
Name: |
|
Joseph Lemanowicz |
|
|
|
|
Title: |
|
Vice President |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Dryden 30 Senior Loan Fund
By: Prudential Investment Management, Inc., as Collateral Manager |
|
|
|
|
|
|
by |
|
/s/ Joseph Lemanowicz |
|
|
|
|
Name: |
|
Joseph Lemanowicz |
|
|
|
|
Title: |
|
Vice President |
|
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|
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
|
Dryden 36 Senior Loan Fund
By: Prudential Investment Management, Inc., as Collateral Manager |
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by |
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/s/ Joseph Lemanowicz |
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Name: |
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Joseph Lemanowicz |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
| Name of Institution: |
|
Dryden 37 Senior Loan Fund
By: Prudential Investment Management, Inc., as Collateral Manager |
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by |
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/s/ Joseph Lemanowicz |
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Name: |
|
Joseph Lemanowicz |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
| Name of Institution: |
|
Dryden 40 Senior Loan Fund
By: Prudential Investment Management, Inc., as Collateral Manager |
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by |
|
/s/ Joseph Lemanowicz |
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Name: |
|
Joseph Lemanowicz |
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Title: |
|
Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Prudential Bank Loan Fund of the Prudential Trust Company Collective Trust
By: Prudential Investment Management, Inc. as Investment Advisor |
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by |
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/s/ Joseph Lemanowicz |
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Name: |
|
Joseph Lemanowicz |
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Title: |
|
Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Pramerica Global Loan Opportunities Limited
By: Pramerica Investment Management, a trading name of Prudential Investment Management, Inc. as Investment Manager |
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by |
|
/s/ Joseph Lemanowicz |
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Name: |
|
Joseph Lemanowicz |
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Title: |
|
Vice President |
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|
For any institution requiring a second signature line: |
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by |
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Name: |
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|
Title: |
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[Signature Page to Loan
Modification Agreement]
|
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|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Emerson Place CLO, Ltd. |
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by |
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/s/ Scott D’Orsi |
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Name: |
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Scott D’Orsi |
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Title: |
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Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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|
Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Federated Bank Loan Core Fund |
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by |
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/s/ B. Anthony Delserone, Jr. |
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Name: |
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B. Anthony Delserone, Jr. |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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|
Name: |
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|
|
Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Fire and Police Pension Fund, San Antonio |
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BY: |
|
PineBridge Investments LLC Its Investment Manager |
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by |
|
/s/ Steven Oh |
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Name: |
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Steven Oh |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
| . |
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
CLO II, Limited |
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by |
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/s/ Adam Jacobs |
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Name: |
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Adam Jacobs |
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Title: |
|
Vice President |
|
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|
For any institution requiring a second signature line: |
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by |
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|
Name: |
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|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
| Name of Institution: |
|
Four Corners CLO III, Ltd. |
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by |
|
/s/ Adam Brown |
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|
Name: |
|
Adam Brown |
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Title: |
|
Vice President |
|
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|
For any institution requiring a second signature line: |
|
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by |
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|
Name: |
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|
|
Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
| Name of Institution: |
|
Galaxy XI CLO, Ltd. |
|
|
BY: PineBridge Investments LLC As Collateral Manager |
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by |
|
/s/ Steven Oh |
|
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|
Name: |
|
Steven Oh |
|
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Title: |
|
Managing Director |
|
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|
For any institution requiring a second signature line: |
|
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by |
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|
Name: |
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|
|
Title: |
|
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|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
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|
|
| Name of Institution: |
|
Galaxy XIV CLO, Ltd. |
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|
BY: PineBridge Investments LLC, as Collateral Manager |
|
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|
by |
|
/s/ Steven Oh |
|
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|
|
Name: |
|
Steven Oh |
|
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|
|
Title: |
|
Managing Director |
|
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|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
Name: |
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|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
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|
|
|
|
| Name of Institution: |
|
Galaxy XV CLO, Ltd. |
|
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|
|
By: PineBridge Investments LLC As Collateral Manager |
|
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|
by |
|
/s/ Steven Oh |
|
|
|
|
Name: |
|
Steven Oh |
|
|
|
|
Title: |
|
Managing Director |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
Name: |
|
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|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Galaxy XVI CLO, Ltd. |
|
|
By: Pinebridge Investments LLC As Collateral Manager |
|
|
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|
|
by |
|
/s/ Steven Oh |
|
|
|
|
Name: |
|
Steven Oh |
|
|
|
|
Title: |
|
Managing Director |
|
|
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
|
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|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
| Name of Institution: |
|
General Dynamics Corporation Group Trust |
|
|
BY: Guggenheim Partners Investment Management, LLC as Manager |
|
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|
by |
|
/s/ Kaitlin Trinh |
|
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|
|
Name: |
|
Kaitlin Trinh |
|
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|
|
Title: |
|
Managing Director |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
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|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Guggenheim Funds Trust – Guggenheim Floating Rate Strategies Fund |
|
|
By: Guggenheim Partners Investment Management, LLC |
|
|
|
|
|
|
by |
|
/s/ Kaitlin Trinh |
|
|
|
|
Name: |
|
Kaitlin Trinh |
|
|
|
|
Title: |
|
Managing Director |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
Name: |
|
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|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
|
| Name of Institution: |
|
Hartford Fire Insurance Company |
|
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|
by |
|
/s/ James A. Serhant II |
|
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|
|
Name: |
|
James A. Serhant II |
|
|
|
|
Title: |
|
Executive Vice President |
|
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|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
|
Name: |
|
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|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
|
|
|
| Name of Institution: |
|
HYFI LOAN FUND |
|
|
By: Credit Suisse Asset Management, LLC, as investment manager |
|
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|
|
|
by |
|
/s/ Thomas Flannery |
|
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|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
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|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
Name: |
|
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|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
IHC HEALTH SERVICES, INC. |
|
|
By: Credit Suisse Asset Management, LLC, as investment manager |
|
|
|
|
|
|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
IHC PENSION PLAN DIRECTED TRUST |
|
|
By: Credit Suisse Asset Management, LLC, as investment manager |
|
|
|
|
|
|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Ironshore Inc. |
|
|
BY: BlackRock Financial Management, Inc., its Investment Advisor |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
JPMBI re Blackrock Bankloan Fund |
|
|
|
|
BY: BlackRock Financial Management Inc., as Sub-Advisor |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Kingsland IV, Ltd. |
|
|
|
|
BY: Kingsland Capital Management, LLC, as Manager |
|
|
|
|
|
|
by |
|
/s/ Katherine Kim |
|
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|
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Name: |
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Katherine Kim |
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Title: |
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Authorized Signatory |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Kingsland V, Ltd. |
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BY: Kingsland Capital Management, LLC, as Manager |
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by |
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/s/ Katherine Kim |
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Name: |
|
Katherine Kim |
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Title: |
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Authorized Signatory |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Lancashire Insurance Company Limited |
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By: PineBridge Investments Europe Limited As Collateral Manager |
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by |
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/s/ Steven Oh |
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Name: |
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Steven Oh |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
Limerock CLO I |
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|
BY: Invesco Senior Secured Management, Inc. as Investment Manager |
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by |
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/s/ Kevin Egan |
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Name: |
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Kevin Egan |
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Title: |
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Authorized Individual |
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For any institution requiring a second signature line: |
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by |
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Name: |
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|
Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
|
LVIP Delaware Diversified Floating Rate Fund |
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by |
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/s/ Adam Brown |
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Name: |
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Adam Brown |
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Title: |
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Vice President |
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|
For any institution requiring a second signature line: |
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by |
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Name: |
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|
|
Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
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|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
| Name of Institution: |
|
Macquarie Diversified Fixed Interest Fund |
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by |
|
/s/ Adam Brown |
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Name: |
|
Adam Brown |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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|
|
Title: |
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
| Name of Institution: |
|
Macquarie Income Opportunities Fund |
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by |
|
/s/ Adam Brown |
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|
Name: |
|
Adam Brown |
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Title: |
|
Vice President |
|
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|
For any institution requiring a second signature line: |
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by |
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|
Name: |
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|
|
|
Title: |
|
|
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|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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|
|
| Name of Institution: |
|
MADISON PARK FUNDING X, LTD. |
|
|
BY: Credit Suisse Asset Management, LLC, as portfolio manager |
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by |
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/s/ Thomas Flannery |
|
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Name: |
|
Thomas Flannery |
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Title: |
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Managing Director |
|
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|
For any institution requiring a second signature line: |
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by |
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|
Name: |
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|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
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|
|
|
|
| Name of Institution: |
|
Madison Park Funding XI, Ltd. |
|
|
BY: Credit Suisse Asset Management, LLC, as portfolio manager |
|
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|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
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|
Title: |
|
Managing Director |
|
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|
For any institution requiring a second signature line: |
|
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|
by |
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|
Name: |
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|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Madison Park Funding XIII, Ltd. |
|
|
BY: Credit Suisse Asset Management, LLC, as portfolio manager |
|
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|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
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|
|
For any institution requiring a second signature line: |
|
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|
by |
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|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
MADISON PARK FUNDING XIV, LTD. |
|
|
BY: Credit Suisse Asset Management, LLC, as portfolio manager |
|
|
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|
|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
|
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|
|
For any institution requiring a second signature line: |
|
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|
|
by |
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|
|
|
|
|
Name: |
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|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Madison Park Funding XV, Ltd. |
|
|
BY: Credit Suisse Asset Management, LLC, as Portfolio Manager |
|
|
|
|
|
|
by |
|
/s/ Thomas Flannery |
|
|
|
|
Name: |
|
Thomas Flannery |
|
|
|
|
Title: |
|
Managing Director |
|
|
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|
|
For any institution requiring a second signature line: |
|
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|
|
by |
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|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Magnetite VI, Limited |
|
|
BY: BlackRock Financial Management, Inc., its Collateral Manager |
|
|
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|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
|
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|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Magnetite VII, Limited |
|
|
BY: BlackRock Financial Management Inc., Its Collateral Manager |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Authorized Signatory |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Mathena Investments LLC |
|
|
|
|
|
|
by |
|
/s/ Frank Strenger Jr. |
|
|
|
|
Name: |
|
Frank Strenger Jr. |
|
|
|
|
Title: |
|
Vice President |
|
|
|
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|
|
For any institution requiring a second signature line: |
|
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
NCRAM Loan Trust |
|
|
|
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
Nomura Corporate Research and Asset Management Inc. as Investment Adviser |
|
|
|
|
For any institution requiring a second signature line: |
|
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Nomura Bond and Loan Fund |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
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|
|
Title: |
|
|
|
|
|
|
By: |
|
Mitsubishi UFJ Trust & Banking Corporation as Trustee |
|
|
By: |
|
Normura Corporate Research & Asset Management Inc. Attorney in Fact |
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
New York State Common Retirement Fund |
|
|
By: BlackRock Financial Management Inc., its Investment Manager |
|
|
|
|
|
|
by |
|
/s/ Rob Jacobi |
|
|
|
|
Name: |
|
Rob Jacobi |
|
|
|
|
Title: |
|
Vice President |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
NexBank SSB |
|
|
|
|
|
|
by |
|
/s/ Matt Siekielski |
|
|
|
|
Name: |
|
Matt Siekielski |
|
|
|
|
Title: |
|
COO |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
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|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
OCP CLO 2012-2, Ltd. |
|
|
| By: Onex Credit Partners, LLC, as Collateral Manager |
|
|
|
|
|
|
by |
|
/s/ Paul Travers |
|
|
|
|
Name: |
|
Paul Travers |
|
|
|
|
Title: |
|
Portfolio Manager |
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
OCP CLO 2013-4, Ltd. |
| By: Onex Credit Partners, LLC, as Portfolio Manager |
|
|
|
|
|
|
by |
|
/s/ Paul Travers |
|
|
|
|
Name: |
|
Paul Travers |
|
|
|
|
Title: |
|
Portfolio Manager |
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
OCP CLO 2015-8, Ltd. |
| By: Onex Credit Partners, LLC, as Portfolio Manager |
|
|
|
|
|
|
by |
|
/s/ Paul Travers |
|
|
|
|
Name: |
|
Paul Travers |
|
|
|
|
Title: |
|
Portfolio Manager |
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Ohio Police and Fire Pension Fund |
|
|
BY: PENN Capital Management Company, Inc., as its Investment Advisor |
|
|
|
|
|
|
by |
|
/s/ Christopher Skorton |
|
|
|
|
Name: |
|
Christopher Skorton |
|
|
|
|
Title: |
|
Business Operations Associate |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
| |
|
SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
| Name of Institution: |
|
Optimum Trust – Optimum Fixed Income Fund |
|
|
|
|
|
|
by |
|
/s/ Adam Brown |
|
|
|
|
Name: |
|
Adam Brown |
|
|
|
|
Title: |
|
Vice President |
|
|
|
|
|
|
For any institution requiring a second signature line: |
|
|
|
|
|
|
by |
|
|
|
|
|
|
Name: |
|
|
|
|
|
|
Title: |
|
|
|
|
[Signature Page to Loan
Modification Agreement]
|
|
|
|
|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
|
|
|
|
|
|
|
|
| Name of Institution: |
|
OZLM IX, Ltd. |
|
|
|
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By: |
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Och-Ziff Loan Management LP, its collateral
manager |
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By: |
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Och-Ziff Loan Management LLC, its general
partner |
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by |
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/s/ Joel Frank |
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Name: |
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Joel Frank |
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Title: |
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Chief Financial Officer |
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For any institution requiring a second signature line: |
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by |
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N/A |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Seaside National Bank & Trust |
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by |
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/s/ Thomas N. Grant |
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Name: |
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Thomas N. Grant |
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Title: |
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SVP & CCO |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Spring Creek Trading, LLC |
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BY: SunTrust Bank, as manager |
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by |
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/s/ Joshua Lowe |
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Name: |
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Joshua Lowe |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Sun Life Assurance Company of Canada |
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By: Wellington Management Company LLP as its Investment Adviser |
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by |
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/s/ Donna Sirianni |
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Name: |
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Donna Sirianni |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Swiss Capital Pro Loan V PLC - CVC |
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by |
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/s/ Gretchen Bergstresser |
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Name: |
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Gretchen Bergstresser |
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Title: |
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Senior Portfolio Manager |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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THE CITY OF NEW YORK GROUP TRUST |
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BY: Credit Suisse Asset Management, LLC, as its manager |
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by |
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/s/ Thomas Flannery |
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Name: |
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Thomas Flannery |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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THE EATON CORPORATION MASTER RETIREMENT TRUST |
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BY: Credit Suisse Asset Management, LLC, as investment manager |
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by |
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/s/ Thomas Flannery |
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Name: |
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Thomas Flannery |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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The Hartford Strategic Income Fund |
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By: Wellington Management Company, LLP as its Investment Adviser |
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by |
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/s/ Donna Sirianni |
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Name: |
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Donna Sirianni |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION
AGREEMENT DATED AS OF THE DATE FIRST WRITTEN
ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED
AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Transamerica Unconstrained Bond |
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By: PineBridge Investments LLC as Investment Manager |
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by |
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/s/ Steven Oh |
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Name: |
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Steven Oh |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Voya Senior Income Fund |
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BY: Voya Investment Management Co. LLC, as its investment manager |
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by |
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/s/ Kelly Byrne |
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Name: |
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Kelly Byrne |
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Title: |
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VP |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Wasatch CLO Ltd |
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BY: Invesco Senior Secured Management, Inc. as Portfolio Manager |
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by |
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/s/ Kevin Egan |
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Name: |
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Kevin Egan |
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Title: |
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Authorized Individual |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
Name of Institution: Wellington Trust Company, National Association
Multiple Common Trust Funds Trust, Core Bond Plus/High Yield Bond Portfolio
By: Wellington Management Company, LLP
as its Investment Advisor
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by |
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/s/ Donna Sirianni |
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Name: |
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Donna Sirianni |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
Name of Institution: WELLINGTON TRUST COMPANY NATIONAL ASSOCIATION MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST II, CORE BOND PLUS/HIGH YIELD
BOND
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by |
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/s/ Donna Sirianni |
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Name: |
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Donna Sirianni |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
Name of Institution: Wellington Trust Company, National Association Multiple Common Trust Funds Trust– Opportunistic Fixed Income
Allocation Portfolio
By: Wellington Management Company, LLP as its Investment Advisor
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by |
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/s/ Donna Sirianni |
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Name: |
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Donna Sirianni |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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WM Pool – High Yield Fixed Income Trust |
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by |
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/s/ Ron Polye |
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Name: |
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Ron Polye |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
|
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SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
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| Name of Institution: |
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Workers Compensation Fund |
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By: Wellington Management Company, LLP as its Investment Adviser |
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by |
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/s/ Donna Sirianni |
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Name: |
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Donna Sirianni |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
|
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|
SIGNATURE PAGE TO LOAN MODIFICATION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Loan Modification Agreement as an Accepting Tranche C Term Lender:
|
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| Name of Institution: |
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ZAIS CLO 3, Limited |
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ZAIS CLO 3, Limited |
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by |
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/s/ Vincent Ingato |
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Name: |
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Vincent Ingato |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to Loan
Modification Agreement]
Exhibit 10.2
EXECUTION VERSION
INCREMENTAL REVOLVING CREDIT ASSUMPTION AND
REFINANCING FACILITY AGREEMENT
dated as of May 20, 2015
relating to the
SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
dated as of June 4, 2014,
among
TRANSDIGM INC.,
TRANSDIGM GROUP INCORPORATED,
THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO,
THE LENDERS PARTY THERETO
and
CREDIT SUISSE AG,
as
Administrative Agent and Collateral Agent
CREDIT SUISSE
SECURITIES (USA) LLC
and
CITIGROUP GLOBAL MARKETS INC.,
as
Joint Lead Arrangers
CREDIT SUISSE SECURITIES (USA) LLC,
CITIGROUP GLOBAL MARKETS INC.,
MORGAN STANLEY SENIOR FUNDING, INC.,
UBS SECURITIES LLC,
BARCLAYS BANK
PLC,
RBC CAPITAL MARKETS,
HSBC SECURITIES (USA) INC.
and
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as Joint Bookrunners
and
PNC CAPITAL MARKETS LLC,
as
Manager
INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT dated
as of May 20, 2015 (this “Agreement”), relating to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party
thereto, the lenders party thereto (the “Existing Lenders”), and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).
A. The Borrower has requested that on the Second 2015 Effective Date (as defined below) (i) the Persons set forth on
Schedule I hereto (the “Incremental Dollar Revolving Credit Lenders”) provide Incremental Revolving Credit Commitments in an aggregate amount of $130,000,000 (the “Incremental Dollar Revolving Credit Commitments”)
to the Borrower and (ii) the Persons set forth on Schedule II hereto (the “Tranche E Refinancing Term Lenders”) make Refinancing Term Loans in an aggregate principal amount of $248,870,695.51 (the “Tranche E Refinancing
Term Loans”) to the Borrower.
B. The Incremental Dollar Revolving Credit Lenders are willing to provide the
Incremental Dollar Revolving Credit Commitments to the Borrower on the Second 2015 Effective Date and the Tranche E Refinancing Term Lenders are wiling to make the Tranche E Refinancing Term Loans to the Borrower on the Second 2015 Effective Date,
in each case on the terms and subject to the conditions set forth herein and in the Credit Agreement.
Accordingly, in
consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined herein (including in the recitals hereto) shall have
the meanings given to them in the Credit Agreement. The rules of interpretation set forth in Section 1.03 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. As used herein, the term “2015
Additional Transactions” means, collectively, (a) the execution, delivery and performance by each Loan Party of this Agreement, (b) the Borrowing of the Tranche E Refinancing Term Loans hereunder and the use of the proceeds
thereof in accordance with the terms of the Credit Agreement and this Agreement, (c) the establishment of the Incremental Dollar Revolving Credit Commitments pursuant hereto, (d) the repayment of outstanding Tranche C Term Loans in an
aggregate principal amount, together with all accrued interest thereon, of $248,870,695.51 (the “Tranche C Refinancing”) and (e) the payment of fees and expenses incurred in connection with the foregoing.
1
SECTION 2. Incremental Dollar Revolving Credit Commitments. (a) Each
Incremental Dollar Revolving Credit Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein, to provide Incremental Dollar Revolving Credit Commitments
to the Borrower on the Second 2015 Effective Date in an aggregate amount not to exceed the amount set forth opposite such Incremental Dollar Revolving Credit Lender’s name on Schedule I hereto.
(b) The Incremental Dollar Revolving Credit Lenders shall constitute “Incremental Revolving Credit Lenders”,
“Revolving Credit Lenders” and “Lenders”, the Incremental Dollar Revolving Credit Commitments shall constitute “Incremental Revolving Credit Commitments” and “Dollar Revolving Credit Commitments” and the loans
made thereunder shall constitute “Incremental Revolving Loans” and “Dollar Revolving Loans”, in each case for all purposes of the Credit Agreement and the other Loan Documents.
(c) (i) Upon the effectiveness of the Incremental Dollar Revolving Credit Commitments, each Dollar Revolving Credit Lender
immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Incremental Dollar Revolving Credit Lender, and each such Incremental Dollar Revolving Credit Lender will automatically and without
further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations under the Credit Agreement in outstanding Dollar Letters of Credit and Swingline Loans (if any) such that, after giving effect to each such
deemed assignment and assumption of participations, the percentage of the aggregate outstanding (x) participations under the Credit Agreement in Dollar Letters of Credit and (y) participations under the Credit Agreement in Swingline Loans
held by each Dollar Revolving Credit Lender (including each such Incremental Dollar Revolving Credit Lender) will equal such Lender’s Pro Rata Percentage and (ii) if, on the Second 2015 Effective Date, there are any Dollar Revolving Loans
outstanding, such Dollar Revolving Loans shall, upon the effectiveness of the Incremental Dollar Revolving Credit Commitments, be prepaid from the proceeds of additional Dollar Revolving Loans made under the Credit Agreement (reflecting the increase
in the Total Dollar Revolving Credit Commitment), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Loans being prepaid and any costs incurred by any Dollar Revolving Credit Lender in accordance with Section 2.15
of the Credit Agreement.
SECTION 3. Term Loan Commitments. (a) Each Tranche E Refinancing Term Lender hereby
agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein, to make Tranche E Refinancing Term Loans to the Borrower on the Second 2015 Effective Date in an aggregate
principal amount not to exceed the amount set forth opposite such Tranche E Refinancing Term Lender’s name on Schedule II hereto. Amounts borrowed under this Section 3(a) and repaid or prepaid may not be reborrowed.
(b) Unless the context shall otherwise require, the Tranche E Refinancing Term Loans shall constitute “Refinancing Term
Loans” and “Tranche E Term
2
Loans”, and the Tranche E Refinancing Term Lenders shall constitute “Refinancing Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and
the other Loan Documents.
(c) The proceeds of the Tranche E Refinancing Term Loans shall be used solely to finance the
Tranche C Refinancing and any related expenses.
(d) Unless previously terminated, the commitments of the Tranche E
Refinancing Term Lenders pursuant to Section 2(a) shall terminate upon the making of the Tranche E Refinancing Term Loans on the Second 2015 Effective Date.
(e) On the Second 2015 Effective Date, the principal amount of each scheduled repayment of Tranche E Term Loans pursuant to
Section 2.08(b) of the Credit Agreement (as set forth in Incremental Assumption Agreement No. 1) shall be increased an amount necessary to give effect to the increase in outstanding Tranche E Term Loans as a result of the making of the
Tranche E Refinancing Term Loans hereunder.
(f) The Tranche C Refinancing Term Loans shall have the same terms as the
Tranche E Term Loans and the initial Interest Period applicable thereto shall be the Interest Period set forth in the notice of borrowing delivered on the Second 2015 Effective Date pursuant to Section 4(e) of this Agreement.
(g) The parties hereto agree that the Agent is authorized to take such actions as are necessary to ensure that the Tranche C
Refinancing Term Loans are included in each Borrowing of Tranche E Term Loans outstanding on the Second 2015 Effective Date on a ratable basis.
SECTION 4. Conditions Precedent to Effectiveness. The effectiveness of this Agreement and the obligations of the
Incremental Dollar Revolving Credit Lenders to provide the Incremental Dollar Revolving Credit Commitments and of the Tranche E Refinancing Term Lenders to make the Tranche E Refinancing Term Loans shall be subject to the satisfaction or waiver of
the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Second 2015 Effective Date”):
(a) the Agent shall have received counterparts of this Agreement that, when taken together, bear the signatures of (i) the
Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Incremental Dollar Revolving Credit Lenders and (iv) the Tranche E Refinancing Term Lenders;
(b) at the time of and immediately after giving effect to the Incremental Dollar Revolving Credit Commitments and the making of
the Tranche E Refinancing Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the
condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit
3
Agreement shall be deemed to be “Second 2015 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the
Credit Agreement shall be deemed to refer to the 2015 Additional Transactions, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded;
(c) the Consolidated Net Leverage Ratio and the Consolidated Secured Net Debt Ratio, in each case determined as of the Second
2015 Effective Date after giving effect to the 2015 Additional Transactions, shall be no greater than 7.25 to 1.00 and 4.25 to 1.00, respectively;
(d) the Agent shall have received a certificate dated as of the Second 2015 Effective Date and executed by a Financial Officer
of the Borrower with respect to the conditions set forth in paragraphs (b) and (c) above;
(e) the Agent shall
have received a notice of borrowing in accordance with Section 2.03 and 2.26(a) of the Credit Agreement;
(f) the
Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the 2015 Effective Date;
(g) the Agent shall have received, at least three Business Day prior to the Second 2015 Effective Date, all documentation and
other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any Incremental
Dollar Revolving Credit Lender or any Tranche E Refinancing Term Lender at least five Business Days prior to the Second 2015 Effective Date; and
(h) the Agent shall have received all fees and reimbursement of all expenses separately agreed in writing by the Borrower and
the arrangers of the Incremental Dollar Revolving Credit Commitments and the Tranche E Refinancing Term Loans or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the Second 2015
Effective Date in connection with this Agreement and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the Second 2015 Effective Date.
The Agent shall notify the Borrower and the Lenders of the Second 2015 Effective Date, and such notice shall be conclusive and binding.
SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, Holdings and
the Borrower represent and warrant to each of the Lenders (including the Incremental Dollar Revolving Credit Lenders and the Tranche E Refinancing Term Lenders) and the Agent that (a) this Agreement has been duly authorized, executed and
delivered by Holdings, the Borrower and the Subsidiaries of the Borrower party hereto, and this Agreement constitutes a legal, valid and binding obligation of Holdings, the Borrower and the Subsidiaries of the Borrower party hereto, subject to
applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and to general
4
principles of equity; (b) after giving effect to this Agreement, the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are
true and correct in all material respects on and as of the Second 2015 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects on
and as of such earlier date; provided that, (i) in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof and
(ii) for purposes of the representation in Section 3.13(a) of the Credit Agreement, the words “Second Restatement Date” in each place set forth therein shall be deemed to be “Second 2015 Effective Date”, the words
“Second Restatement Transactions” shall be deemed to refer to the 2015 Additional Transactions and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded and (c) as of the Second 2015 Effective Date,
after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would reasonably be expected to result from the establishment of the Incremental Dollar Revolving Credit Commitments or the borrowing of the
Tranche E Refinancing Term Loans and the use of the proceeds thereof.
SECTION 6. Effect of Agreement. Except as
expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document,
and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall
continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document in similar or different circumstances. This Agreement shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Second 2015
Effective Date, any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import in the Credit
Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Agreement shall constitute a “Loan Document”, an “Incremental Revolving Credit Assumption Agreement” and a
“Refinancing Facility Agreement”, in each case for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 7. Acknowledgement and Consent. Each Loan Party hereby acknowledges that it has read this Agreement and consents
to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Agreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired
and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; (b) its Guarantee of the
Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Collateral
5
Documents as originally executed, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Tranche E Refinancing Term Loans and the Incremental Dollar
Revolving Credit Commitments and the loans and other extensions of credit thereunder); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct
in all material respects on and as of the Second 2015 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of
such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof.
SECTION 8. Certain Post-Effectiveness Collateral Obligations. The Borrower shall deliver to the Agent each of the
documents, and take each of the actions, specified in Schedule III hereto.
SECTION 9. FATCA Treatment; Tax Forms.
(a) For purposes of determining withholding Taxes imposed under FATCA, from and after Second 2015 Effective Date, the Borrower and the Agent shall treat (and the Lenders hereby authorize the Agent to treat) the Revolving Loans as not qualifying
as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
(b)
The Borrower hereby requests each Foreign Lender to promptly submit duly completed and signed copies of one or more of forms or certificates described in Section 2.16(f)(ii)(A), (B), (C), (D), (E), (F) or (G) of the Credit Agreement
and each Foreign Lender agrees that the Borrower’s request is reasonable pursuant to 2.16(f)(iii)(A)(3) of the Credit Agreement.
SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic method of
transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
SECTION 11. Governing
Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Agreement to the same extent as if fully set
forth herein.
SECTION 12. Headings. Section headings used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
[Remainder of page intentionally left blank]
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
duly authorized officers, all as of the date first above written.
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| TRANSDIGM INC. |
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| by |
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/s/ Sean Maroney |
| Name: |
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Sean Maroney |
| Title: |
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Treasurer |
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| TRANSDIGM GROUP INCORPORATED |
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| by |
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/s/ Sean Maroney |
| Name: |
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Sean Maroney |
| Title: |
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Treasurer |
[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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ACME AEROSPACE, INC. |
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ADAMS RITE AEROSPACE, INC. |
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AEROCONTROLEX GROUP, INC. |
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AEROSONIC LLC |
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AIRBORNE ACQUISITION, INC. |
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AIRBORNE GLOBAL, INC. |
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AIRBORNE HOLDINGS, INC. |
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AIRBORNE SYSTEMS NA INC. |
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AIRBORNE SYSTEMS NORTH AMERICA INC. |
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AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. |
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AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. |
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AMSAFE - C SAFE, INC. |
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AMSAFE GLOBAL HOLDINGS, INC. |
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AMSAFE INDUSTRIES, INC. |
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AMSAFE, INC. |
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AP GLOBAL ACQUISITION CORP. |
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AP GLOBAL HOLDINGS, INC. |
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ARKWIN INDUSTRIES, INC. |
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AVIATION TECHNOLOGIES, INC. |
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AVIONIC INSTRUMENTS LLC |
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AVIONICS SPECIALTIES, INC. |
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AVTECHTYEE, INC. |
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BRIDPORT HOLDINGS, INC. |
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BRIDPORT-AIR CARRIER, INC. |
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BRUCE AEROSPACE INC. |
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BRUCE INDUSTRIES, INC. |
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CDA INTERCORP LLC |
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CEF INDUSTRIES, LLC |
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CHAMPION AEROSPACE LLC |
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DUKES AEROSPACE, INC. |
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ELECTROMECH TECHNOLOGIES LLC |
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HARCO LLC |
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HARTWELL CORPORATION |
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MALAYSIAN AEROSPACE SERVICES, INC. |
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MARATHONNORCO AEROSPACE, INC. |
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MCKECHNIE AEROSPACE DE, INC. |
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MCKECHNIE AEROSPACE HOLDINGS, INC. |
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MCKECHNIE AEROSPACE INVESTMENTS, INC. |
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MCKECHNIE AEROSPACE US LLC |
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SCHNELLER HOLDINGS LLC |
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SCHNELLER LLC |
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SEMCO INSTRUMENTS, INC. |
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SHIELD RESTRAINT SYSTEMS, INC. |
[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SKURKA AEROSPACE INC.
TELAIR INTERNATIONAL LLC TELAIR US LLC
TEXAS ROTRONICS, INC. TRANSICOIL LLC |
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WHIPPANY ACTUATION SYSTEMS, LLC |
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by |
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/s/ Sean Maroney |
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Name: |
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Sean Maroney |
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Title: |
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Treasurer |
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BRIDPORT ERIE AVIATION, INC. |
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by |
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/s/ Sean Maroney |
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Name: |
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Sean Maroney |
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Title: |
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President |
[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Tranche E Refinancing Term Lender, as Incremental Dollar Revolving Credit Lender and as Agent |
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by |
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/s/ Robert Hetu |
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Name: |
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Robert Hetu |
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Title: |
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Authorized Signatory |
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by |
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/s/ Karim Rahimtoola |
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Name: |
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Karim Rahimtoola |
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Title: |
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Authorized Signatory |
[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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GOLDMAN SACHS BANK USA |
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by |
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/s/ Rebecca Kratz |
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Name: |
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Rebecca Kratz |
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Title: |
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Authorized Signatory |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, |
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by |
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/s/ Mark Koneval |
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Name: |
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Mark Koneval |
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Title: |
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Managing Director |
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For any institution requiring a second signature line: |
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by |
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/s/ Brad Matthews |
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Name: |
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Brad Matthews |
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Title: |
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Director |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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Barclays Bank PLC |
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by |
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/s/ Craig J. Malloy |
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Name: |
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Craig J. Malloy |
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Title: |
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Director |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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Morgan Stanley Bank, NA. |
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by |
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/s/ Michael King |
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Name: |
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Michael King |
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Title: |
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Authorized Signatory |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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ROYAL BANK OF CANADA |
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by |
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/s/ Richard C. Smith |
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Name: |
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Richard C. Smith |
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Title: |
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Authorized Signatory |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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HSBC Bank USA, National Association |
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by |
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/s/ Paul L. Hatton |
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Name: |
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Paul L. Hatton |
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Title: |
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Managing Director |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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Citibank, N.A. |
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by |
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/s/ Paul Wood |
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Name: |
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Paul Wood |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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PNC Bank, N.A. |
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by |
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/s/ Andrew M. Rutherford |
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Name: |
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Andrew M. Rutherford |
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Title: |
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Vice President |
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For any institution requiring a second signature line: |
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by |
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Name: |
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Title: |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
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SIGNATURE PAGE TO INCREMENTAL REVOLVING CREDIT ASSUMPTION AND REFINANCING FACILITY AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT |
To execute this Agreement as an Incremental Dollar Revolving Credit Lender:
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| Name of Institution: |
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UBS AG, STAMFORD BRANCH |
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by |
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/s/ Kenneth Chin |
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Name: |
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Kenneth Chin |
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Title: |
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Director |
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For any institution requiring a second signature line: |
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by |
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/s/ Denise Bushee |
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Name: |
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Denise Bushee |
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Title: |
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Associate Director |
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[Signature Page to
Incremental Revolving Credit Assumption and Refinancing Facility Agreement]
SCHEDULE I
Incremental Dollar Revolving Credit Commitments
|
|
|
|
|
| Incremental Dollar Revolving Credit Lender |
|
Incremental
Dollar Revolving
Credit Commitment |
|
| Goldman Sachs Bank USA |
|
$ |
40,000,000 |
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| Credit Agricole Corporate and Investment Bank |
|
$ |
25,000,000 |
|
| Barclays Bank PLC |
|
$ |
10,000,000 |
|
| Morgan Stanley Bank, N.A. |
|
$ |
10,000,000 |
|
| Royal Bank of Canada |
|
$ |
10,000,000 |
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| HSBC Bank USA, National Association |
|
$ |
10,000,000 |
|
| Citibank, N.A. |
|
$ |
10,000,000 |
|
| Credit Suisse AG, Cayman Islands Branch |
|
$ |
5,000,000 |
|
| PNC Bank, N.A. |
|
$ |
5,000,000 |
|
| UBS AG, Stamford Branch |
|
$ |
5,000,000 |
|
|
|
|
|
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| TOTAL |
|
$ |
130,000,000 |
|
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SCHEDULE II
Tranche E Refinancing Term Loans
|
|
|
|
|
| Tranche E Refinancing Term Lender |
|
Tranche E
Refinancing Term
Loan Amount |
|
| Credit Suisse AG, Cayman Islands Branch |
|
$ |
248,870,695.51 |
|
|
|
|
|
|
| TOTAL |
|
$ |
248,870,695.51 |
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SCHEDULE III
Post-Incremental Second 2015 Effective Date Obligations
Within 90 days after the Second 2015 Effective Date (or such later date that the Agent in its reasonable discretion may permit), with respect
to the below described Mortgaged Properties, the Agent shall have received (i) an amendment to the applicable Existing Mortgage in form and substance reasonably satisfactory to the Agent, (ii) evidence that a counterpart of such amendment
to the Existing Mortgage has been recorded (or delivered to the appropriate Title Insurance Company subject to arrangements reasonably satisfactory to the Agent for recording promptly thereafter in the place necessary, in the Agent’s reasonable
judgment, to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Secured Parties), (iii) a “date-down” endorsement to the existing Title Insurance Policy, which shall amend the
description therein of the insured Existing Mortgage to include the amendment of the Existing Mortgage, and otherwise be in form and substance reasonably satisfactory to the Agent, (iv) a favorable opinion of counsel in the state in which such
parcels of real property are located with respect to the enforceability of said amendment of the Existing Mortgage and such other opinions as Agent shall reasonably request, all in form and substance and from counsel reasonably satisfactory to the
Agent and (v) such other information, documentation, and certifications (including evidence of flood insurance as may be required by applicable law) as may be reasonably required by the Agent, in each case with respect to the following
Mortgaged Properties:
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a. |
5000 Triggs Street, Los Angeles, CA 90022 |
| |
b. |
900 South Richfield Road, Placentia, CA 92870 |
| |
c. |
9810 6th Street, Rancho Cucamonga, CA 91730 |
| |
d. |
450 Goolsby Blvd., Deerfield, FL 33442 |
| |
e. |
320 S. Church Street, Addison, IL 60101-3750 |
| |
f. |
2600 South Custer Ave., Wichita, KS 67217 |
| |
g. |
1414 Randolph Avenue, Avenel, NJ 07001 |
| |
h. |
313 Gillett Street, Painesville, OH 44077 |
| |
i. |
4223 Monticello Blvd., South Euclid, OH 44121 |
| |
j. |
1230 Old Norris Road, Liberty, SC 29657 |
| |
k. |
8301 Imperial Drive, Waco, TX 76712 |
| |
l. |
1043 North 47th Ave., Phoenix, AZ 85043-1817 |
| |
m. |
6019 Powdermill Road, Franklin Twp., Kent, OH 44240-7109 |
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