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EXHIBIT 10.12
FIRST AMENDMENT AND CONSENT
FIRST AMENDMENT AND CONSENT (this "First Amendment"), dated as of May 14,
2002, among TRANSDIGM HOLDING COMPANY, a Delaware corporation ("Holdings"),
TRANSDIGM INC., a Delaware Corporation (the "Borrower") the lenders from time to
time party to the Credit Agreement referred to below (each a "Lender," and
collectively, the "Lenders"), CREDIT SUISSE FIRST BOSTON CORPORATION, as
Syndication Agent (in such capacity, the "Syndication Agent"), and DEUTSCHE BANK
TRUST COMPANY AMERICAS (formerly known as Bankers Trust Company), as
Administrative Agent (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, capitalized terms used herein and defined in the
Credit Agreement are used herein as therein defined.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Lenders, the Syndication Agent and the
Administrative Agent have entered into an Amended and Restated Credit Agreement,
dated as of December 3, 1998, and amended and restated as of May 31, 2001 (the
"Credit Agreement");
WHEREAS, the Borrower desires to issue up to $75,000,000 in aggregate
principal amount of additional 10-3/8% senior subordinated notes due 2008 (the
"New Senior Subordinated Notes") under the Senior Subordinated Note Indenture;
WHEREAS, in conjunction with the issuance of the New Senior Subordinated
Notes, the Borrower has requested certain amendments and modifications to the
Credit Agreement as provided herein; and
WHEREAS, subject to the terms and conditions set forth below, the parties
hereto wish to amend and/or modify certain provisions of the Credit Agreement as
provided herein;
NOW, THEREFORE, it is agreed;
A. CONSENT AND AMENDMENTS TO THE CREDIT AGREEMENT
1. Notwithstanding anything to the contrary contained in Sections 4.02(j)
and 9.04 of the Credit Agreement, the Borrower may issue on the First Amendment
Effective Date (as hereinafter defined), and the Guarantors may guaranty, up to
$75,000,000 in aggregate principal amount of the New Senior Subordinated Notes,
so long as (i) such New Senior Subordinated Notes (and the related guaranties)
are issued under the Senior Subordinated Note Indenture and otherwise have the
identical terms, conditions and provisions that are applicable to the Senior
Subordinated Notes (and related guaranties) and (ii) 100% of the cash proceeds
therefrom (net of all underwriting discounts, fees and commissions and other
costs and expenses associated therewith and net of the amount (if any) of
interest accrued thereon through the issuance date thereof) are applied on the
date of receipt thereof (1) first, to repay outstanding A Term Loans and (2)
second, to the extent in excess thereof, to repay outstanding B Term Loans and
C Term
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Loans on a PRO RATA basis (based on the then outstanding principal amount of B
Term Loans and C Term Loans), and with all such repayments otherwise to be
applied in accordance with the last sentence of Section 4.02(j) of the Credit
Agreement and Section 4.02(k) of the Credit Agreement.
2. Section 1.01(c) of the Credit Agreement is hereby amended by inserting
the text ", the Incremental Term Loans" immediately after the text "the A Term
Loans" appearing therein.
3. Section 1.01 of the Credit Agreement is hereby amended by inserting
the following new clause (g) at the end thereof.
"(g) Subject to Section 1.15 and the other terms and conditions set
forth herein, each Lender with an Incremental Term Loan Commitment
severally agrees to make, at any time and from time to time on and after
the date that such Incremental Term Loan Commitment is obtained pursuant to
Section 1.15 and prior to the Incremental Term Loan Commitment Termination
Date, a term loan or term loans (each, an "Incremental Term Loan" and,
collectively, the "Incremental Term Loans") to the Borrower, which
Incremental Term Loans: (i) shall be incurred on an Incremental Term Loan
Borrowing Date; (ii) shall be denominated in U.S. Dollars; (iii) except as
hereinafter provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
PROVIDED that, all Incremental Term Loans comprising the same Borrowing
shall consist of Incremental Term Loans of the same Type; and (iv) shall
not exceed for any such Lender at the time of any incurrence thereof that
aggregate principal amount which equals the Incremental Term Loan
Commitment of such Lender at such time (before giving effect to any
reduction thereof at such time pursuant to Section 3.03(g)). Once repaid,
Incremental Term Loans incurred hereunder may not be reborrowed."
4. Section 1.03(a) of the Credit Agreement is hereby amended by inserting
the text ", Incremental Term Loans" immediately following the text "C Term
Loans" appearing in subclause (iii) thereof.
5. Section 1.05(a) of the Credit Agreement is hereby amended by (i)
redesignating subclause (iv) thereof as subclause (v), (ii) redesignating
subclause (v) thereof as subclause (vi) and (iii) inserting the following new
subclause (iv) immediately following subclause (iii) thereof:
"(iv) if Incremental Term Loans, by a promissory note substantially in
the form of Exhibit B-6 with blanks appropriately completed in
conformity herewith (each an "Incremental Term Note," and,
collectively, the "Incremental Term Notes"),".
6. Section 1.05 of the Credit Agreement is hereby further amended by (i)
redesignating clause (g) thereof as clause (h) and (ii) inserting the following
new clause (g) immediately following clause (f) thereof:
"(g) The Incremental Term Note issued to each Lender with an
Incremental Term Loan Commitment or with outstanding Incremental Term Loans
under a given Tranche shall (i) be executed by the Borrower, (ii) be
payable to such Lender or its registered
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assigns and be dated the date of issuance thereof, (iii) be in a stated
principal amount equal to the Incremental Term Loan Commitment of such
Lender on the effective date of the respective Incremental Term Loan
Commitment Agreement (prior to the incurrence of any Incremental Term Loans
pursuant thereto on such date) (or, if issued thereafter, be in a stated
principal amount equal to the sum of the then remaining amount of the
Incremental Term Loan Commitment of such Lender plus the outstanding
Incremental Term Loans of such Lender on the date of issuance thereof),
(iv) mature on the respective Incremental Term Loan Maturity Date, (v) bear
interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced
thereby, (vi) be subject to voluntary prepayment as provided in Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents."
7. Section 1.09 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of subclause (viii) thereof, (ii) deleting
the period appearing at the end of subclause (ix) thereof and inserting "; and"
in lieu thereof and (iii) inserting the following new subclause (x) immediately
following subclause (ix) thereof:
"(x) no Interest Period in respect of any Borrowing of Incremental
Term Loans under a given Tranche shall be elected which extends beyond any
date upon which an Incremental Term Loan Scheduled Repayment will be
required to be made under Section 4.02(n) in respect of such Tranche if,
after giving effect to the election of such Interest Period, the aggregate
principal amount of such Incremental Term Loans which have Interest Periods
which will expire after such date will be in excess of the aggregate
principal amount of such Incremental Term Loans then outstanding less the
aggregate amount of such required Incremental Term Loan Scheduled
Repayment."
8. Section 1.13 of the Credit Agreement is hereby amended by deleting
clause (i) of the proviso thereof and inserting the following new clause (i) in
lieu thereof:
"(i) at the time of any replacement pursuant to this Section 1.13,
the Replacement Lender shall enter into one or more Assignment and
Assumption Agreements pursuant to Section 13.04(b) (and with all fees
payable pursuant to said Section 13.04(b) to be paid by the Replacement
Lender) pursuant to which the Replacement Lender shall acquire all of the
Commitments and outstanding Loans (or, in the case of the replacement of
only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and
outstanding Revolving Loans and participations in Letter of Credit
Outstandings, (b) A Term Loans, the outstanding A Term Loans, (c) B Term
Loans, the outstanding B Term Loans, (d) C Term Loans, the outstanding C
Term Loans and (e) Incremental Term Loans under a given Tranche, the then
remaining Incremental Term Loan Commitment and the outstanding Incremental
Term Loans of such Tranche) of, and in each case (except for the
replacement of only outstanding Term Loans of the respective Lender)
participations in Letters of Credit by, the Replaced Lender and, in
connection therewith, shall pay to (x) the Replaced Lender in respect
thereof an amount equal to the sum of (A) an amount equal to the principal
of, and all accrued interest on, all outstanding Loans (or, in the case of
the replacement of only (I) the Revolving Loan Commitment, the outstanding
Revolving Loans, (II) the A Term Loan, the outstanding A
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Term Loans, (III) the B Term Loans, the outstanding B Term Loans, (IV) the
C Term Loans, the outstanding C Term Loans or (V) the Incremental Term Loan
Commitments and Incremental Term Loans under a given Tranche, the
outstanding Incremental Term Loans of such Tranche) of the Replaced Lender,
(B) except in the case of the replacement of only outstanding Term Loans of
a Replaced Lender, an amount equal to all Unpaid Drawings that have been
funded by (and not reimbursed to) such Replaced Lender, together with all
then unpaid interest with respect thereto at such time and (C) an amount
equal to all accrued, but theretofore unpaid, Fees owing to the Replaced
Lender (but only with respect to the relevant Tranche, in the case of the
replacement of less than all Tranches of Loans then held by the respective
Replaced Lender) pursuant to Section 3.01, (y) except in the case of the
replacement of only outstanding Term Loans of a Replaced Lender, each
Letter of Credit Issuer an amount equal to such Replaced Lender's
Percentage of any Unpaid Drawing relating to Letters of Credit issued by
such Letter of Credit Issuer (which at such time remains an Unpaid Drawing)
to the extent such amount was not theretofore funded by such Replaced
Lender and (z) in the case of any replacement of Revolving Loan
Commitments, BTCo an amount equal to such Replaced Lender's Percentage of
any Mandatory Borrowing to the extent such amount was not theretofore
funded by such Replaced Lender; and".
9. Section 1 of the Credit Agreement is hereby further amended by
inserting the following new Section 1.15 at the end thereof:
"1.15 INCREMENTAL TERM LOAN COMMITMENTS. (a) The Borrower shall have
the right, in consultation and coordination with the Agents as to all of
the matters set forth below in this Section 1.15, to request at any time
and from time to time after the First Amendment Effective Date and prior to
the Incremental Term Loan Commitment Termination Date for the respective
Tranche of Incremental Term Loans that one or more Lenders (and/or one or
more other Persons which will become Lenders as provided below) provide
Incremental Term Loan Commitments under such Tranche of Incremental Term
Loans as designated in the respective Incremental Term Loan Commitment
Agreement and, subject to the terms and conditions contained in this
Agreement and in the respective Incremental Term Loan Commitment Agreement,
to incur Incremental Term Loans pursuant thereto, so long as (i) no Default
or Event of Default then exists or would result therefrom and all of the
representations and warranties contained herein and in the other Credit
Documents are true and correct in all material respects at such time
(unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date), (ii) Holdings and its Subsidiaries will
be in compliance with Sections 9.09 through 9.11, inclusive, in each case,
on a PRO FORMA Basis and after giving effect to each incurrence of
Incremental Term Loans hereunder, (iii) at the time of each incurrence of
Incremental Term Loans, each of Holdings and the Borrower shall have
delivered to the Administrative Agent separate certificates of their
respective chief financial officers certifying which provisions of the
Senior Subordinated Note Indenture and, to the extent same will remain in
effect, the Seller Subordinated Note Indenture that the respective
incurrence of Incremental Term Loans will be justified under and
demonstrating in reasonable detail that the full amount of such Incremental
Term Loans may be incurred in accordance with, and will not violate the
provisions of, Section 4.09 of the Senior
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Subordinated Note Indenture and, to the extent same will remain in effect,
Section 4.09 of the Seller Subordinated Note Indenture, and (iv) at the
time of each incurrence of Incremental Term Loans, each of Holdings and the
Borrower also shall have delivered to the trustee under the Senior
Subordinated Note Indenture and, to the extent same will remain in effect,
the Seller Subordinated Note Indenture and to the Administrative Agent the
officers' certificate referred to in clause (vi) of the second paragraph of
the definition of "Senior Debt" contained in the Senior Subordinated Note
Indenture and in clause (i) of the second paragraph of the definition of
"Senior Debt" contained in the Seller Subordinated Note Indenture.
Furthermore, it is understood and agreed that (i) no Lender shall be
obligated to provide an Incremental Term Loan Commitment, and until such
time, if any, as such Lender has agreed in its sole discretion to provide
an Incremental Term Loan Commitment and executed and delivered to the
Borrower and the Administrative Agent an Incremental Term Loan Commitment
Agreement as provided in clause (b) of this Section 1.15, such Lender shall
not be obligated to fund any Incremental Term Loans, (ii) any Lender (or,
in the circumstances contemplated by clause (xii) below, any other Person
which will qualify as an Eligible Transferee) may so provide an Incremental
Term Loan Commitment without the consent of either Agent or any Lender
(and, so long as the provisions of this Section 1.15 are satisfied and
except as otherwise provided in clause (vi) below, neither the consent of
either Agent nor the consent of any Lender shall be required in connection
with obtaining Incremental Term Loan Commitments), (iii) the amount of each
Tranche of Incremental Term Loan Commitments shall be in a minimum
aggregate amount for all Lenders which provide an Incremental Term Loan
Commitment under such Tranche of Incremental Term Loans (including, in the
circumstances contemplated by clause (xii) below, Eligible Transferees who
will become Lenders)) of at least $25,000,000, (iv) the aggregate amount of
all Incremental Term Loan Commitments permitted to be provided pursuant to
this Section 1.15 and the aggregate principal amount of all Incremental
Term Loans permitted to be made pursuant to this Section 1.15 shall not, in
either case, exceed the remainder of (x) $150,000,000 less (y) the
aggregate principal amount of all Additional Subordinated Debt theretofore
or then being issued or incurred, (v) the up-front commitment fees and, if
applicable, any unutilized commitment fees and/or other fees, payable in
respect of each Incremental Term Loan Commitment shall be separately agreed
to by the Borrower and each Incremental Term Loan Lender (and with all such
fees to be disclosed by the Borrower to the Administrative Agent, which
information the Administrative Agent agrees to treat confidentially in
accordance with the terms of this Agreement), (vi) the terms required to be
set forth in items 2, 4, 5 and 6 of Annex I to the respective Incremental
Term Loan Commitment Agreement shall be required to be reasonably
satisfactory to the Administrative Agent, (vii) the proceeds of all
Incremental Term Loans shall be used only for the purposes set forth in
Section 7.05, (viii) any Incremental Term Loans being incurred under any
single Incremental Term Loan Commitment Agreement only shall be incurred on
the date of the consummation of a Permitted Acquisition or the date of the
redemption, repayment or defeasance of the Seller Subordinated Notes, as
the case may be (or such other date as is agreed to by the parties to the
applicable Incremental Term Loan Commitment Agreement), (ix) each
Incremental Term Loan Commitment Agreement shall specifically designate the
Tranche of the Incremental Term Loan Commitments being provided
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thereunder (which Tranche shall be a new Tranche (i.e., not the same as any
existing Tranche of Incremental Term Loans, Incremental Term Loan
Commitments or other Term Loans) unless the requirements of Section 1.15(c)
are satisfied); (x) all Incremental Term Loans (and all interest, fees and
other amounts payable thereon or with respect thereto) shall be Obligations
under this Agreement and the other Credit Documents and shall be secured by
the Collateral, and guaranteed under the Guaranties, on a PARI PASSU basis
with all other Loans; (xi) each Lender (or, in the circumstances
contemplated by clause (xii) below, any other Person which will qualify as
an Eligible Transferee) agreeing to provide an Incremental Term Loan
Commitment pursuant to an Incremental Term Loan Commitment Agreement shall,
subject to the satisfaction of the relevant conditions set forth in this
Agreement, make Incremental Term Loans under the Tranche specified in such
Incremental Term Loan Commitment Agreement as provided in Section 1.01(g)
and such Loans shall thereafter be deemed to be Incremental Term Loans
under such Tranche for all purposes of this Agreement and the other Credit
Documents, and (xii) if, within 10 Business Days after the Borrower has
requested the then existing Lenders (other than Defaulting Lenders) to
provide Incremental Term Loan Commitments pursuant to this Section 1.15 the
Borrower has not received Incremental Term Loan Commitments in an aggregate
amount equal to that amount of Incremental Term Loan Commitments which the
Borrower desires to obtain pursuant to such request (as set forth in the
notice provided by the Borrower as provided below), then the Borrower may
solicit and accept Incremental Term Loan Commitments from Persons which are
Eligible Transferees in an aggregate final allocated amount equal to such
deficiency. If the commitment fee payable to any Eligible Transferee for
its Incremental Term Loan Commitment (based on the commitment amount
offered by such Eligible Transferee and expressed as a percentage of the
commitment amount finally allocated to such Eligible Transferee) is greater
than the comparable commitment fee offered to a then existing Lender, each
such existing Lender shall be: (1) offered the opportunity by the Borrower
to deliver an additional commitment in respect of such deficiency when and
as commitments are due from such Eligible Transferee and offered an
opportunity to participate in such Incremental Term Loan Commitments on a
basis reasonably determined by the Borrower and the arranger of such
Commitments; and (2) paid the same commitment fee by the Borrower as the
commitment fee (based on offered commitment amounts and expressed as a
percentage of the final allocated commitment amount) payable to such
Eligible Transferee, based on the combined amount of the Incremental Term
Loan Commitment initially delivered by such existing Lender and the final
allocated amount of any such additional commitment delivered by such
existing Lender. For these purposes, "commitment fee" means compensation
paid (whether in the same percentage amount or in tiered percentage amounts
based on the commitment amount offered or funded) at the time of
commitment, closing or funding of an Incremental Term Loan to all of the
lenders participating in the funding of that Incremental Term Loan and does
not include any incremental fees or compensation associated with arranging,
syndicating or underwriting the aggregate Incremental Term Loan Commitments
of such Tranche of Incremental Term Loans as requested by the Borrower
pursuant to this Section 1.15.
(b) At the time of the provision of Incremental Term Loan
Commitments pursuant to this Section 1.15, the Borrower, each Guarantor,
the Administrative Agent
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and each such Lender or other Eligible Transferee which agrees to provide
an Incremental Term Loan Commitment (each, an "Incremental Term Loan
Lender") shall execute and deliver to the Borrower and the Administrative
Agent an Incremental Term Loan Commitment Agreement, appropriately
completed (with the effectiveness of the Incremental Term Loan
Commitment(s) provided therein to occur on the date set forth in such
Incremental Term Loan Commitment Agreement, the payment of any fees
(including, without limitation, any fees payable pursuant to clause (II) of
the immediately succeeding sentence) required in connection therewith, the
satisfaction of the conditions set forth in this Section 1.15 and the
satisfaction of any other conditions precedent that may be set forth in
such Incremental Term Loan Commitment Agreement). In addition, (x) on or
prior to the effective date of the respective Incremental Term Loan
Commitment Agreement, (I) Holdings and its Subsidiaries shall have
delivered such technical amendments, modifications and/or supplements to
the Security Documents as are reasonably requested by the Administrative
Agent to ensure that the additional Obligations to be incurred pursuant to
the Incremental Term Loan Commitments are secured by, and entitled to the
benefits of, the Security Documents, and each of the Lenders hereby agrees
to, and authorizes the Collateral Agent to enter into, any such technical
amendments, modifications and/or supplements, (II) unless waived by the
Administrative Agent, the Administrative Agent shall have received from the
Borrower (or, to the extent agreed to by the Borrower and the respective
Incremental Term Loan Lender, from such respective Incremental Term Loan
Lender) the payment of a non-refundable fee of $3,500 for each Eligible
Transferee which becomes a Lender pursuant to this Section 1.15, (III) the
Administrative Agent shall have received from an Authorized Officer of
Holdings and the Borrower a certificate stating that the conditions set
forth in clause (i) of the first sentence of Section 1.15(a) have been
satisfied, (IV) the Borrower shall have delivered to the Administrative
Agent an opinion or opinions, in form and substance reasonably satisfactory
to the Administrative Agent, from counsel to the Credit Parties reasonably
satisfactory to the Administrative Agent and dated such date, covering such
of the matters set forth in the opinions of counsel delivered to the
Administrative Agent on the Restatement Effective Date pursuant to Section
5.03 as may be reasonably requested by the Administrative Agent, and such
other matters as the Administrative Agent may reasonably request, (V) the
Borrower and the Guarantors shall have delivered to the Administrative
Agent such other officers' certificates, resolutions and evidence of good
standing as the Administrative Agent shall reasonably request, and (VI) to
the extent requested by such Incremental Term Loan Lenders, Incremental
Term Notes will be issued, at the Borrower's expense, to such Incremental
Term Loan Lenders, to be in conformity with the requirements of Section
1.05 (with appropriate modifications) to the extent needed to reflect the
Incremental Term Loan Commitments and outstanding Incremental Term Loans
made by such Incremental Term Loan Lenders, and (y) on or prior to each
Incremental Term Loan Borrowing Date, in addition to the applicable
conditions precedent set forth in Section 6, the Administrative Agent shall
have received from an Authorized Officer of Holdings and the Borrower a
certificate stating that the conditions set forth in clauses (ii), (iii)
and (iv) of the first sentence of Section 1.15(a) have been satisfied
(together with calculations demonstrating same (where applicable) in
reasonable detail and copies of the certificates set forth in such clauses
(ii) and (iii)). The Administrative Agent shall promptly notify each Lender
as to
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the effectiveness of each Incremental Term Loan Commitment Agreement and,
at such time, Annex I shall be deemed modified to reflect the Incremental
Term Loan Commitments of such Incremental Term Loan Lenders.
(c) Notwithstanding anything to the contrary contained above in this
Section 1.15, the Incremental Term Loan Commitments provided by an
Incremental Term Loan Lender or Incremental Term Loan Lenders, as the case
may be, pursuant to each Incremental Term Loan Commitment Agreement shall
constitute a new Tranche, which shall be separate and distinct from the
existing Tranches pursuant to this Agreement (with a designation which may
be made in letters (i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a
combination thereof (i.e., A-1, A-2, B-1, B-2, C-1, C-2, etc.), provided
that the parties to a given Incremental Term Loan Commitment Agreement may
specify therein that the respective Incremental Term Loans made pursuant
thereto shall constitute part of, and be added to, an existing Tranche of
Incremental Term Loans or one of the other existing Tranches of Term Loans
(i.e., the B Term Loans or the C Term Loans), so long as the following
requirements are satisfied:
(i) the Incremental Term Loans to be made pursuant to such
Incremental Term Loan Commitment Agreement shall have the same
Maturity Date as the Tranche of Term Loans to which the new
Incremental Term Loans are being added, and shall have the same
Applicable Base Rate Margin and Applicable Eurodollar Rate Margin
applicable to such Tranche;
(ii) the new Incremental Term Loans shall have the same
Scheduled Repayment dates as then remain with respect to the Tranche
to which such new Incremental Term Loans are being added (with the
amount of each Scheduled Repayment applicable to such new Incremental
Term Loans to be the same (on a proportionate basis) as is theretofore
applicable to the Tranche to which such new Incremental Term Loans are
being added, thereby increasing the amount of each then remaining
Scheduled Repayment of the respective Tranche proportionately; and
(iii) on the date of the making of such new Incremental Term
Loans, and notwithstanding anything to the contrary set forth in
Section 1.09, such new Incremental Term Loans shall be added to (and
form part of) each Borrowing of outstanding Term Loans of the
respective Tranche on a pro rata basis (based on the relative sizes of
the various outstanding Borrowings), so that each Lender will
participate proportionately in each then outstanding Borrowing of Term
Loans of the respective Tranche, and so that the existing Lenders with
respect to such Tranche continue to have the same participation (by
amount) in each Borrowing as they had before the making of the new
Term Loans of such Tranche.
To the extent the provisions of preceding clause (iii) require that
Lenders making new Incremental Term Loans add same to then outstanding
Borrowings of Eurodollar Loans, it is acknowledged that the effect thereof
may result in such new Incremental Term Loans having short Interest Periods
(i.e., an Interest Period that began during an Interest Period then
applicable to outstanding Eurodollar Loans and which will end on the
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last day of such Interest Period). In connection therewith, the Borrower
may agree, in the respective Incremental Term Loan Commitment Agreement, to
compensate the Lenders making the new Incremental Term Loans of the
respective Tranche for funding Eurodollar Loans during an existing Interest
Period on such basis as may be agreed by the Borrower and the respective
Lender or Lenders."
10. Section 3.01 of the Credit Agreement is hereby amended by inserting
the following new clause (h) at the end thereof:
"(h) The Borrower agrees to pay to the Incremental Term Loan Lenders,
for their own accounts, such fees as may be separately agreed to with such
Incremental Term Loan Lenders pursuant to Section 1.15."
11. Section 3.02(a) of the Credit Agreement is hereby amended by (i)
inserting the text "(I)" immediately before the first word "Upon" appearing
therein, (ii) deleting the text "Section 3.02(a)" appearing therein and
inserting the text "Section 3.02(a)(I)" in lieu thereof and (iii) inserting the
following new clause (II) at the end of such Section 3.02(a):
"(II) Upon at least three Business Days' prior notice to the
Administrative Agent at the Notice Office (which notice the Administrative
Agent shall promptly transmit to each of the Lenders), the Borrower shall
have the right, without premium or penalty, to terminate or partially
reduce the Total Incremental Term Loan Commitment under a given Tranche,
PROVIDED that (x) any such termination or partial reduction shall apply to
proportionately and permanently reduce the Incremental Term Loan Commitment
of each of the Lenders with such a Commitment under such Tranche and (y)
any partial reduction pursuant to this Section 3.02(a)(II) shall be in
integral multiples of $1,000,000."
12. Section 3.03 of the Credit Agreement is hereby amended by (i)
inserting the following new clause (g) at the end thereof:
"(g) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Incremental Term Loan Commitment
under a given Tranche shall (i) be permanently reduced (x) on each
Incremental Term Loan Borrowing Date in respect of such Tranche in an
amount equal to the aggregate principal amount of Incremental Term Loans of
such Tranche incurred on each such date, (ii) terminate in its entirety (to
the extent not theretofore terminated) on the earlier of (x) the
Incremental Term Loan Commitment Termination Date for such Tranche of
Incremental Term Loans (after giving effect to any Incremental Term Loans
of such Tranche to be made on such date) and (y) the date on which a Change
of Control occurs, and (iii) prior to the termination of the Total
Incremental Term Loan Commitment in respect of such Tranche, be permanently
reduced from time to time to the extent required by Section 4.02(j).";
and inserting the following new sentence at the end of clause (f) thereof:
"Each reduction and/or termination of the Total Incremental Term Loan
Commitment under a given Tranche pursuant to Section 3.03(g) shall be
applied to proportionately and permanently reduce and/or terminate the
Incremental Term Loan Commitment of each Lender with such a Commitment
under such Tranche."
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13. Section 4.01(a) of the Credit Agreement is hereby amended by restating
clause (iv) thereof in its entirety as follows:
"(iv) each voluntary prepayment of Term Loans pursuant to this Section
4.01(a) must consist of a prepayment of each Tranche of Term Loans on a PRO
RATA basis (based on the principal amount of the respective Term Loans then
outstanding);".
14. Section 4.02(d) of the Credit Agreement is hereby amended by inserting
the text ", the Incremental Term Loan Scheduled Repayments" immediately
following the text "the Tranche A Scheduled Repayments" appearing therein.
15. Section 4.02(i) of the Credit Agreement is hereby amended by (i)
deleting the word "and" appearing at the end of clause (A) of the proviso
thereof and (ii) inserting the following new clause (C) at the end of such
proviso:
"and (C) no mandatory repayment of Term Loans shall be required pursuant to
this Section 4.02(i) in respect of the Excess Cash Flow Payment Period
ending on September 30, 2002."
16. Section 4.02(j) of the Credit Agreement is hereby restated in its
entirety as follows:
"(j) Each amount required to be applied to Term Loans pursuant to
Sections 4.02 (e), (f), (g), (h) and (i) shall be applied PRO RATA to each
Tranche of Term Loans based upon the then outstanding principal amount of
each Tranche of Term Loans and the aggregate amount of the Incremental Term
Loan Commitments for the respective Tranche of Term Loans (although the
Incremental Term Loan Commitments of a given Tranche only shall be reduced
after all Incremental Term Loans of such Tranche have been repaid in full).
The amount of each principal repayment of Term Loans made as required by
Sections 4.02(e), (f), (g), (h) and (i), shall be applied to reduce the
then remaining Scheduled Repayments of the respective Tranche PRO RATA
based upon the then remaining principal amounts of the Scheduled Repayments
of the respective Tranche after giving effect to all prior reductions
thereto."
17. Section 4.02(m) of the Credit Agreement is hereby amended by inserting
the text "prior to the First Amendment Effective Date and" immediately after the
text "Section 4.01(a) or above in this Section 4.02," appearing therein.
18. Section 4.02 of the Credit Agreement is hereby further amended by
inserting the following new clause (n) at the end thereof:
"(n) In addition to any other mandatory repayments pursuant to this
Section 4.02, the Borrower shall be required to make, with respect to each
Tranche of Incremental Term Loans, to the extent then outstanding,
scheduled amortization payments of such Tranche of Incremental Term Loans
on the dates and in the principal amounts set forth in the respective
Incremental Term Loan Commitment Agreement (each such repayment, as the
same may be reduced as provided in Sections 4.01(a) and 4.02(j), an
"Incremental Term Loan Scheduled Repayment"); PROVIDED that, if any
-10-
<Page>
Incremental Term Loans are incurred which will be added to (and form part
of) an existing Tranche of Incremental Term Loans, the amount of the then
remaining Incremental Term Loan Scheduled Repayments of the respective
Tranche shall be proportionally increased (with the aggregate amount of
increases to the then remaining Incremental Term Loan Scheduled Repayments
to equal the aggregate principal amount of such new Incremental Term Loans
then being incurred) in accordance with the requirements of Section
1.15(c)."
19. Section 6 of the Credit Agreement is hereby amended by inserting the
following new Section 6.03 at the end thereof:
"6.03 INCREMENTAL TERM LOANS. Prior to the incurrence of any
Incremental Term Loans, the Borrower shall have satisfied all of the
applicable conditions set forth in Section 1.15."
20. Section 7.05 of the Credit Agreement is hereby amended by (i)
inserting the following new sentence at the end of clause (a) thereof:
"All proceeds of Incremental Term Loans shall be used by the Borrower to
finance Permitted Acquisitions (and related fees and expenses) or for the
purposes set forth in Section 9.06(ix).";
and (ii) deleting clause (b) thereof and inserting the following new clause (b)
in lieu thereof:
"(b) The proceeds of all Revolving Loans and Swingline Loans shall be
utilized for the general corporate and working capital purposes of the
Borrower and its Subsidiaries (including to effect Permitted Acquisitions,
make Capital Expenditures and for the purposes set forth in Section
9.06(ix), in each case to the extent permitted by this Agreement), PROVIDED
that not more than $4,000,000 of proceeds of Revolving Loans in the
aggregate may be used to finance the Transaction and to pay the fees and
expenses incurred in connection therewith."
21. Section 8.14(a) of the Credit Agreement is hereby deleted and the
following new Section 8.14(a) is inserted in lieu thereof:
"8.14 PERMITTED ACQUISITIONS. (a) Subject to the provisions of this
Section 8.14 and the requirements contained in the definition of Permitted
Acquisition, the Borrower and the Subsidiary Guarantors may from time to
time effect Permitted Acquisitions, so long as (in each case except to the
extent the Required Lenders otherwise specifically agree in writing in the
case of a specific Permitted Acquisition): (i) no Default or Event of
Default shall be in existence at the time of the consummation of the
proposed Permitted Acquisition or immediately after giving effect thereto;
(ii) the Borrower shall have given the Administrative Agent and the Lenders
at least 10 Business Days' prior written notice of any Permitted
Acquisition; (iii) calculations are made by the Borrower of compliance with
the covenants contained in Sections 9.09, 9.10 and 9.11 for the Test Period
(taken as one accounting period) most recently ended prior to the date of
such Permitted Acquisition for which financial statements are available
(each, a "Calculation Period"), on a PRO FORMA Basis as if the respective
Permitted Acquisition (as well as all
-11-
<Page>
other Permitted Acquisitions theretofore consummated after the first day of
such Calculation Period) had occurred on the first day of such Calculation
Period, and such recalculations shall show that (x) such financial
covenants would have been complied with if the Permitted Acquisition had
occurred on the first day of such Calculation Period and (y) the Total
Leverage Ratio for such Calculation Period also would have been less than
the Total Leverage Ratio then required to be maintained under Section 9.11
so that no Default or Event of Default exists thereunder by at least
0.25:1.00; (iv) based on good faith projections prepared by the Borrower
for the period from the date of the consummation of the Permitted
Acquisition to the date which is one year thereafter, the level of
financial performance measured by the covenants set forth in Sections 9.09,
9.10 and 9.11 shall be better than or equal to such level as would be
required to provide that no Default or Event of Default would exist under
the financial covenants contained in Sections 9.09, 9.10 and 9.11 as
compliance with such covenants would be required through the date which is
one year from the date of the consummation of the respective Permitted
Acquisition; (v) the Borrower shall certify, and the Administrative Agent
shall have been satisfied in its reasonable discretion, that the proposed
Permitted Acquisition could not reasonably be expected to result in
increased tax, ERISA, environmental or other contingent liabilities with
respect to Holdings or any of its Subsidiaries that, either individually or
in the aggregate, could reasonably be expected to have a Material Adverse
Effect; (vi) all representations and warranties contained herein and in the
other Credit Documents shall be true and correct in all material respects
with the same effect as though such representations and warranties had been
made on and as of the date of such Permitted Acquisition (both before and
after giving effect thereto), unless stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct in all material aspects as of such earlier date; (vii) the Borrower
provides to the Administrative Agent and the Lenders as soon as available
but not later than 5 Business Days after the execution thereof, a copy of
any executed purchase agreement or similar agreement with respect to such
Permitted Acquisition; (viii) the aggregate consideration (including,
without limitation, (I) the aggregate principal amount of any Indebtedness
assumed, incurred or issued in connection therewith, (II) the fair market
value (as determined in good faith by the Board of Directors of Holdings)
of any common stock of Holdings, Qualified Preferred Stock of Holdings or
16% Redeemable Preferred Stock of Holdings issued as part of the purchase
price therefor (provided that no Default or Event of Default under Section
9.13(a) or 10.10 would result therefrom) and (III) the aggregate amount
paid and to be paid pursuant to any earn-out non-compete or deferred
compensation or purchase price arrangements for any such proposed Permitted
Acquisition and for all other Permitted Acquisitions consummated after the
First Amendment Effective Date and prior to such Permitted Acquisition
shall not exceed $225,000,000; (ix) no more than $170,000,000 of the
aggregate consideration paid in connection with all such Permitted
Acquisitions consummated after the First Amendment Effective Date shall be
funded with Indebtedness (including Incremental Term Loans, Revolving
Loans, Swingline Loans and/or Additional Subordinated Debt); (x) after
giving effect to each Permitted Acquisition (and all payments to be made in
connection therewith), the Total Unutilized Revolving Loan Commitment shall
equal or exceed $10,000,000; and (xi) the Borrower shall have delivered to
the Administrative Agent an officer's certificate executed by an Authorized
Officer of the Borrower, certifying to the
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<Page>
best of such officer's knowledge, compliance with the requirements of
preceding clauses (i) through (vi), inclusive, (viii), (ix) and (x) and
containing the calculations (in reasonable detail)(A) required by the
preceding clauses (iii), (iv), (viii), (ix) and (x) and (B) necessary to
establish the Acquired EBITDA of the Acquired Entity or Business acquired
pursuant to each Permitted Acquisition for the most recently ended 12 month
period for which financial statements are available for such Acquired
Entity or Business, which calculations shall be reasonably approved by the
Administrative Agent."
22. Section 8.19(a) of the Credit Agreement is hereby amended by inserting
the following text immediately after the text "(a)" appearing therein:
"Except as expressly permitted by Section 9.06(ix),".
23. Section 9.04(vii) of the Credit Agreement is hereby amended by
deleting the amount "$125,000,000" appearing therein and inserting the amount
"$200,000,000" in lieu thereof.
24. Section 9.04(xv) of the Credit Agreement is hereby deleted and the
following new Section 9.04(xv) is inserted in lieu thereof:
"(xv) so long as no Default or Event of Default then exists or would result
therefrom, subordinated Indebtedness of Holdings or the Borrower issued to
finance a Permitted Acquisition (and to pay related fees and expenses) as,
and to the extent, permitted to be issued at such time pursuant to clause
(ix) of Section 8.14(a) or for the purposes set forth in Section 9.06(ix)
in either case so long as (i) all of the terms and conditions of, and the
documentation for, such subordinated Indebtedness (including any related
subordinated guaranties) is on substantially similar terms and conditions,
and evidenced by substantially similar documentation, as the Senior
Subordinated Notes to the extent that such Indebtedness is issued by the
Borrower or the Seller Subordinated Notes to the extent that such
Indebtedness is issued by Holdings or is otherwise in form and substance
reasonably satisfactory to the Administrative Agent and (ii) the aggregate
outstanding principal amount of all such subordinated Indebtedness does not
exceed the remainder of (A) $150,000,000 less (B) the aggregate principal
amount of all Incremental Term Loans theretofore or then being incurred
(all such subordinated Indebtedness issued pursuant to this clause (xv) is
referred to as "Additional Subordinated Debt"); and".
25. Section 9.06 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of the clause (vii) thereof, (ii) deleting
the period appearing at the end of clause (viii) thereof and inserting "; and"
in lieu thereof and (iii) inserting the following new clause (ix) at the end
thereof:
"(ix) so long as no Default or Event of Default then exists or would
result therefrom, the Borrower may pay cash Dividends to Holdings to enable
Holdings to redeem, repay, defease or repurchase Seller Subordinated Notes
(including accrued but unpaid interest thereon) in accordance with the
terms thereof."
26. Section 9.10 of the Credit Agreement is hereby deleted and the
following new Section 9.10 is inserted in lieu thereof:
-13-
<Page>
"9.10 CONSOLIDATED INTEREST COVERAGE RATIO. Holdings and the Borrower
will not permit the Consolidated Interest Coverage Ratio for any Test Period
ending on the last day of a fiscal quarter of Holdings set forth below to be
less than the ratio set forth opposite such fiscal quarter below:
<Table>
<Caption>
Fiscal Quarter
Ending Closest to Ratio
----------------- -----
June 30, 2001 2.00:1.00
September 30, 2001 2.00:1.00
December 31, 2001 2.00:1.00
March 31, 2002 2.00:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.00:1.00
December 31, 2002 2.00:1.00
March 31, 2003 2.00:1.00
June 30, 2003 2.00:1.00
September 30, 2003 2.00:1.00
December 31, 2003 2.00:1.00
March 31, 2004 2.15:1.00
June 30, 2004 2.15:1.00
September 30, 2004 2.25:1.00
December 31, 2004 2.25:1.00
March 31, 2005 and the
last day of each fiscal quarter
of Holdings ending thereafter 2.50:1.00".
</Table>
27. Section 9.11 of the Credit Agreement is hereby deleted and the
following new Section 9.11 is inserted in lieu thereof:
"9.11 TOTAL LEVERAGE RATIO. Holdings and the Borrower will not permit
the Total Leverage Ratio at any time during a period set forth below to
exceed the respective ratio set forth opposite such period below:
<Table>
<Caption>
Period Ratio
------ -----
The Restatement Effective Date through and including the day before
the last day of Holdings' fiscal quarter ending closest to March 31,
2003 5.25:1.00
The last day of Holdings' fiscal quarter ending closest to March 31,
2003 through and including the day before the last day of Holdings'
fiscal quarter
</Table>
-14-
<Page>
<Table>
ending closest to March 31, 2004 5.00:1.00
The last day of Holdings' fiscal quarter ending closest to March 31,
2004 through and including the day before the last day of Holdings'
fiscal quarter ending closest to September 30, 2004 4.75:1.00
The last day of Holdings' fiscal quarter ending closest to September
30, 2004 through and including the day before the last day of
Holdings' fiscal quarter ending closest to December 31, 2004 4.25:1.00
Thereafter 3.75:1.00".
</Table>
28. Section 9.12 of the Credit Agreement is hereby amended by (i) deleting
the text "Section 8.19 or 9.06(ii)" appearing in clause (ii) thereof and
inserting the text "Section 8.19, 9.06(ii), 9.06(iv) or 9.06(ix)" in lieu
thereof and (ii) inserting the parenthetical "(other than as contemplated by the
First Amendment)" immediately after the words "any Senior Subordinated Note
Document" appearing in clause (iii) thereof.
29. The definition of "Applicable Base Rate Margin" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the following
new paragraph at the end thereof:
"Notwithstanding anything to the contrary contained herein, with
respect to each Tranche of Incremental Term Loans (to the extent then
outstanding), the Applicable Base Rate Margin shall be that percentage set
forth in, or calculated in accordance with, Section 1.15 and the relevant
Incremental Term Loan Commitment Agreement."
30. The definition of "Applicable Eurodollar Rate Margin" appearing in
Section 11 of the Credit Agreement is hereby amended by inserting the following
new paragraph at the end thereof:
"Notwithstanding anything to the contrary contained herein, with
respect to each Tranche of Incremental Term Loans (to the extent then
outstanding), the Applicable Eurodollar Rate Margin shall be that
percentage set forth in, or calculated in accordance with, Section 1.15 and
the relevant Incremental Term Loan Commitment Agreement."
31. The definition of "Commitment" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the text "each Incremental Loan
Commitment" immediately following the text "the C Term Loan Commitment"
appearing therein.
32. The definition of "Credit Documents" appearing in Section 11 of the
Credit Agreement is hereby amended by deleting the text "and each Security
Document" appearing therein and inserting the text ", each Security Document
and, after the execution and delivery
-15-
<Page>
thereof pursuant to the terms hereof, each Incremental Term Loan Commitment
Agreement" in lieu thereof.
33. The definition of "Loan" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the text "each Incremental Term Loan,"
immediately after the text "each C Term Loan," appearing therein.
34. The definition of "Maturity Date" appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text "each Incremental Term
Loan Maturity Date," immediately after the text "the C Term Loan Maturity Date,"
appearing therein.
35. The definition of "Note" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the text "each Incremental Term Note,"
immediately after the text "each C Term Note," appearing therein.
36. The definition of "Required Lenders" appearing in Section 11 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"Required Lenders" shall mean collectively (and not individually)
Non-Defaulting Lenders the sum of whose outstanding Term Loans, Incremental
Term Loan Commitments and Revolving Loan Commitments (or, if after the
Total Revolving Loan Commitment has been terminated, outstanding Revolving
Loans and Percentages of outstanding Swingline Loans and Letter of Credit
Outstandings) constitute at least 50.1% of the sum of (i) the total
outstanding Term Loans of Non-Defaulting Lenders, (ii) the Total
Incremental Term Loan Commitment for each Tranche of Incremental Term Loans
less the aggregate Incremental Term Loan Commitments of Defaulting Lenders
and (iii) the Total Revolving Loan Commitment less the aggregate Revolving
Loan Commitments of Defaulting Lenders (or, if after the Total Revolving
Loan Commitment has been terminated, the total outstanding Revolving Loans
of Non-Defaulting Lenders and the aggregate Percentages of all
Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter
of Credit Outstandings at such time).
37. The definition of "Senior Subordinated Notes" appearing in Section 11
of the Credit Agreement is hereby amended by inserting the following
parenthetical at the end thereof:
"(including all such Senior Subordinated Notes issued under the Senior
Subordinated Note Indenture on the First Amendment Effective Date)".
38. The definition of "Total Commitment" appearing in Section 11 of the
Credit Agreement is hereby amended by inserting the text ", the Total
Incremental Term Loan Commitment for each Tranche of Incremental Term Loans"
immediately following the text "the Total C Term Loan Commitment" appearing
therein.
39. The definition of "Tranche" appearing in Section 11 of the Credit
Agreement is hereby amended by inserting the following new sentence at the end
thereof:
"In addition, and notwithstanding the foregoing, any Incremental Term
Loans extended after the First Amendment Effective Date shall, except to
the extent provided in
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<Page>
Section 1.15(c), be made pursuant to one or more additional Tranches which
shall be designated pursuant to the respective Incremental Term Loan
Commitment Agreements in accordance with the relevant requirements
specified in Section 1.15."
40. Section 11 of the Credit Agreement is hereby further amended by
inserting the following new definitions in the appropriate alphabetical order:
"First Amendment" shall mean the First Amendment and Consent, dated as
of May 14, 2002, to this Agreement.
"First Amendment Effective Date" shall have the meaning provided in
the First Amendment.
"Incremental Term Loan" shall have the meaning provided in Section
1.01(g).
"Incremental Term Loan Borrowing Date" shall mean, with respect to
each Tranche of Incremental Term Loans, each date on which Incremental Term
Loans of such Tranche are incurred pursuant to Section 1.01(g) and as
otherwise permitted by Section 1.15.
"Incremental Term Loan Commitment" shall mean, for each Lender, any
commitment to make Incremental Term Loans provided by such Lender pursuant
to Section 1.15, in such amount as agreed to by such Lender in the
respective Incremental Term Loan Commitment Agreement and as set forth
opposite such Lender's name in Annex I (as modified in accordance with
Section 1.15) directly below the column entitled "Incremental Term Loan
Commitment", as the same may be reduced or terminated from time to time
pursuant to Sections 3.02, 3.03 and/or 10.
"Incremental Term Loan Commitment Agreement" shall mean and include
each Incremental Term Loan Commitment Agreement in the form of Exhibit O
executed in accordance with Section 1.15.
"Incremental Term Loan Commitment Termination Date" shall mean, with
respect to any Tranche of Incremental Term Loans, the last date by which
Incremental Term Loans under such Tranche may be incurred under this
Agreement, which date shall be set forth in the respective Incremental Term
Loan Commitment Agreement but may be no later than December 31, 2005.
"Incremental Term Loan Lender" shall have the meaning provided in
Section 1.15(b).
"Incremental Term Loan Maturity Date" shall mean, for any Tranche of
Incremental Term Loans, the final maturity date set forth for such Tranche
of Incremental Term Loans in the respective Incremental Term Loan
Commitment Agreement relating thereto, provided that the final maturity
date for all Incremental Term Loans of a given Tranche shall be the same
date.
"Incremental Term Loan Scheduled Repayment" shall have the meaning
provided in Section 4.02(n).
"Incremental Term Note" shall have the meaning provided in Section
1.05(a).
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<Page>
"Total Incremental Term Loan Commitment" shall mean, for any Tranche
of Incremental Term Loans, the sum of the Incremental Term Loan Commitments
of such Tranche of each of the Lenders.
41. Section 13.12(a) of the Credit Agreement is hereby amended by (i)
deleting the text "and 4.02(d)" appearing in clause (y) of the further proviso
thereof and inserting the text ", 402(d) and 4.02(n)" in lieu thereof and (ii)
inserting the text ", Incremental Term Loan Scheduled Repayment" immediately
after the text "Tranche B Scheduled Repayment" appearing in subclause (z) of the
further proviso thereof.
42. Exhibit L to the Credit Agreement is hereby replaced in its entirety
with the form of Exhibit L attached to this First Amendment.
43. The Credit Agreement is hereby further amended by attaching thereto as
Exhibits B-6 and O the forms of Exhibits B-6 and O attached to this First
Amendment, respectively.
B. MISCELLANEOUS PROVISIONS
1. In order to induce the Lenders to enter into this First Amendment,
each of Holdings and the Borrower hereby represents and warrants to each of the
Lenders that (i) all of the representations and warranties contained in the
Credit Agreement and in the other Credit Documents are true and correct in all
material respects on and as of the First Amendment Effective Date, both before
and after giving effect to this First Amendment (unless such representations and
warranties relate to a specific earlier date, in which case such representations
and warranties shall be true and correct as of such earlier date) and (ii) there
exists no Default or Event of Default on the First Amendment Effective Date,
both before and after giving effect to this First Amendment.
2. This First Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This First Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts executed by all the parties hereto shall be lodged with Holdings,
the Borrower and the Administrative Agent.
4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This First Amendment shall become effective on the date (the "First
Amendment Effective Date") when:
(i) each of Holdings, the Borrower, each Subsidiary Guarantor, the
Required Lenders, the Majority Lenders holding outstanding B Term Loans and
the Majority Lender holding outstanding C Term Loans shall have signed a
counterpart hereof
-18-
<Page>
(whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at the Notice Office;
(ii) there shall have been delivered to the Administrative Agent a
true and correct fully executed copy of the Supplemental Indenture (if any)
to the Senior Subordinated Note Indenture in connection with the issuance
of the New Senior Subordinated Notes, which Supplemental Indenture shall be
in form and substance reasonably satisfactory to the Administrative Agent;
(iii) the New Senior Subordinated Notes shall have been issued in
accordance with the terms of this First Amendment resulting in gross cash
proceeds of at least $75,000,000 plus the amount (if any) of accrued
interest thereon through the date of issuance thereof;
(iv) the Administrative Agent shall have received from each Credit
Party certified copies of resolutions of the Board of Directors or
statements of unanimous written consent in lieu thereof of such Credit
Party with respect to the matters set forth in this First Amendment and the
transactions contemplated herein (including the issuance and guaranties or
the New Senior Subordinated Notes) and such resolutions shall be in form
and substance reasonably satisfactory to the Administrative Agent;
(v) the Administrative Agent shall have received a certificate,
dated the First Amendment Effective Date and signed on behalf of Holdings
and the Borrower by the President or any Vice President of each such Credit
Party, certifying as to the matters set forth in clause B.1 above in this
First Amendment and that all of the conditions in this Section 5 have been
satisfied;
(vi) each of Holdings and the Borrower shall have delivered to the
Administrative Agent separate certificates of their respective chief
financial officers demonstrating in reasonable detail that the full amount
of the New Senior Subordinated Notes may be incurred in accordance with,
and will not violate the provisions of, Section 4.09 of the Senior
Subordinated Note Indenture and Section 4.09 of the Seller Subordinated
Note Indenture;
(vii) the Borrower shall have paid to the Administrative Agent all
costs, fees and expenses (including, without limitation, reasonable legal
fees and expenses) payable to the Administrative Agent to the extent then
due;
(viii) all corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this First
Amendment shall be reasonably satisfactory in form and substance to the
Administrative Agent, and the Administrative Agent shall have received all
information and copies of all documents and papers, including records of
corporate proceedings or governmental approvals, good standing certificates
and bring-down telegrams or facsimiles, if any, which the Administrative
Agent may have reasonably requested in connection therewith, such documents
and papers where appropriate to be certified by proper corporate or
governmental authorities;
-19-
<Page>
(ix) the Administrative Agent shall have received, and shall be
reasonably satisfied with both the form and substance of, an opinion of
Latham & Watkins, counsel to Holdings and the Borrower, with respect to the
matters contemplated by this First Amendment; and
(x) the Borrower shall have paid to the Administrative Agent for
the account of each Lender which has executed a counterpart hereof and
delivered same to the Administrative Agent at the Notice Office by 3:00
p.m. (New York City time) on May 23, 2002 a fee equal to 0.15% of the sum
of (I) such Lender's Revolving Loan Commitment on the First Amendment
Effective Date and (II) the aggregate principal amount of such Lender's
outstanding Term Loans on the First Amendment Effective Date (determined
after giving effect to the issuance of the New Senior Subordinated Notes
and the application of the proceeds therefrom).
6. From and after the Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall
be deemed to be referenced to the Credit Agreement as modified hereby.
* * *
-20-
<Page>
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be
duly executed and delivered as of the date first above written.
TRANSDIGM HOLDINGS COMPANY
By:/s/ Gregory Rufus
-------------------------------------
Name: Gregory Rufus
Title: Chief Financial Officer
TRANSDIGM INC.
By:/s/ Gregory Rufus
-------------------------------------
Name: Gregory Rufus
Title: Chief Financial Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Individually and as Administrative
Agent
By:/s/ Marguerite Sutton
-------------------------------------
Name: Marguerite Sutton
Title: Vice President
CREDIT SUISSE FIRST BOSTON CORPORATION,
Individually and as Syndication
Agent
By:/s/ Bill O'Daly
-------------------------------------
Name: Bill O'Daly
Title: Director
By:/s/ Ian W. Nalitt
-------------------------------------
Name: Ian W. Nalitt
Title: Associate
<Page>
BANK ONE, MICHIGAN
By:/s/ Glenn A. Currin
-------------------------------------
Name: Glenn A. Currin
Title: Managing Director
<Page>
Goldman Sachs Credit Partners L.P.
By:/s/ Robert S. Fanelli
-------------------------------------
Name: Robert S. Fanelli
Title: Authorized Signatory
<Page>
AIMCO CLO, 2001-A, as a Lender
By:/s/ Jerry D. Zinkula
-------------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
By:/s/ Ronald Mendel
-------------------------------------
Name: Ronald Mendel
Title: Authorized Signatory
<Page>
ALLSTATE LIFE INSURANCE COMPANY,
as a Lender
By:/s/ Jerry D. Zinkula
-------------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
By:/s/ Ronald Mendel
-------------------------------------
Name: Ronald Mendel
Title: Authorized Signatory
<Page>
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By:/s/ Steven J. Katz
-------------------------------------
Name: Steven J. Katz
Title: Second Vice President and
Associate General Counsel
<Page>
BILL & MELINDA GATES FOUNDATION
By: DAVID L. BABSON & CO., INC., as
Investment Adviser
By:/s/ Richard McGauley
-------------------------------------
Name: Richard McGauley
Title: Managing Director
<Page>
SUFFIELD CLO, LIMITED
By: DAVID L. BABSON & CO., INC., as
Collateral Manager
By:/s/ Richard McGauley
-------------------------------------
Name: Richard McGauley
Title: Managing Director
<Page>
Dryden Leverage Loan CDO 2002-II
By: Prudential Investment Management,
Inc., as Attorney-in-fact.
By:/s/ B. Ross Smead
-------------------------------------
Name: B. Ross Smead
Title: Vice President
<Page>
Prudential Insurance Company of America
By:/s/ B. Ross Smead
-------------------------------------
Name: B. Ross Smead
Title: Vice President
<Page>
Citadel Hill 2000, Ltd.
By:/s/ Nicholas A. Karsiotis
-------------------------------------
Name: Nicholas A. Karsiotis
Title: Authorized Signatory
<Page>
KZH CNC LLC
By:/s/ Joyce Fraser-Bryant
-------------------------------------
Name: Joyce Fraser-Bryant
Title: Authorized Agent
<Page>
FLEET NATIONAL BANK
By:/s/ Christopher S. Alba
-------------------------------------
Name: Christopher S. Alba
Title: Managing Director
<Page>
TORONTO DOMINION (NEW YORK), INC.
By:/s/ Stacey L. Malek
-------------------------------------
Name: Stacey L. Malek
Title: Vice President
<Page>
EMERALD ORCHARD LIMITED
By:/s/ Stacey L. Malek
-------------------------------------
Name: Stacey L. Malek
Title: Attorney in Fact
<Page>
Restoration Funding CLO, Ltd.
By: Highland Capital Management, L.P.,
as Collateral Manager
By:/s/ Louis Koven
-------------------------------------
Name: Louis Koven
Title: Executive Vice President CFO
Highland Capital Management,
L.P.
<Page>
Highland Loan Funding V
By: Highland Capital Management, L.P.,
as Collateral Manager
By:/s/ Louis Koven
-------------------------------------
Name: Louis Koven
Title: Executive Vice President - CFO
Highland Capital Management,
L.P.
<Page>
Black Diamond CLO 2000-1, Ltd.
By:/s/ Alan Corkish
-------------------------------------
Name: Alan Corkish
Title: Director
<Page>
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
By:/s/ Darcey F. Bartel
-------------------------------------
Name: Darcey F. Bartel
Title: Vice President
<Page>
Heller Financial, Inc.
By:/s/ Diane L. Burton
-------------------------------------
Name: Diane L. Burton
Title: Duly Authorized Signatory
<Page>
General Electric Capital Corporation
By:/s/ Diane L. Burton
-------------------------------------
Name: Diane L. Burton
Title: Duly Authorized Signatory
<Page>
AMARA 1 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
AMARA-2 FINANCE, LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-1, LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc., as Attorney-in-fact
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
INVESCO CBO 2000-1 LTD.
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
TRITON CBO III, LIMITED
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured Management.
Inc., as Investment Advisor
By:/s/ Gregory Stoeckle
-------------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<Page>
PROTECTIVE LIFE INSURANCE COMPANY
By:/s/ Diane S. Griswold
-------------------------------------
Name: Diane S. Griswold
Title: Assistant Vice President
<Page>
ELF FUNDING TRUST III
By: New York Life Investment Management,
LLC, as Attorney-in-fact
By:/s/ Robert H. Dial
-------------------------------------
Name: Robert H. Dial
Title: Vice President
<Page>
NYLIM HIGH YIELD CDO 2001, LTD.
By: New York Life Investment Management,
LLC, as Investment Manager and
Attorney-in-fact
By:/s/ Robert H. Dial
-------------------------------------
Name: Robert H. Dial
Title: Vice President
<Page>
LANDMARK CDO
By: Aladdin Asset Management, LLC
By:/s/ Thomas Eggenschwiler
-------------------------------------
Name: Thomas Eggenschwiler
Title: Vice President
<Page>
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
EATON VANCE INSTITUTIONAL SENIOR
LOAN FUND
By: Eaton Vance Management, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
EATON VANCE CDO III, LTD.
By: Eaton Vance Management, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
EATON VANCE CDO IV, LTD.
By: Eaton Vance Management, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
COSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
GRAYSON & CO
By: Boston Management and Research, as
Investment Advisor
By:/s/ Scott H. Page
-------------------------------------
Name: Scott H. Page
Title: Vice President
<Page>
TRYON CLO Ltd. 2000-I
By:/s/ Adrienne Musgnug
-------------------------------------
Name: Adrienne Musgnug
Title: Director
<Page>
ELC (Cayman) Ltd. CDO Series 1999-I
By:/s/ Adrienne Musgnug
-------------------------------------
Name: Adrienne Musgnug
Title: Director
<Page>
APEX (IDM) CDO, I, Ltd.
By:/s/ Adrienne Musgnug
-------------------------------------
Name: Adrienne Musgnug
Title: Director
<Page>
KATONAH, I, LTD.
By: Katonah Capital L.L.C., as Manager
By:/s/ Ralph Della Rocca
-------------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
<Page>
KATONAH, II, LTD.
By: Katonah Capital L.L.C., as Manager
By:/s/ Ralph Della Rocca
-------------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
<Page>
KATONAH III, LTD.
By: Katonah Capital, L.L.C., as Manager
By:/s/ Ralph Della Rocca
-------------------------------------
Name: Ralph Della Rocca
Title: Authorized Officer
<Page>
Flagship CLO 2001-1
By:/s/ Mark S. Pelletier
-------------------------------------
Name: Mark S. Pelletier
Title: Director
<Page>
NOMURA BOND & LOAN FUND
By: UFJ Trust Company of New York, as
Trustee
By: Nomura Corporate Research and Asset
Management Inc., Attorney-in-fact
By:/s/ Elizabeth Maclean
-- ----------------------------------
Name: Elizabeth Maclean
Title: Vice President
<Page>
CLYDESDALE CLO 2001-1, LTD.
By: Nomura Corporate Research and Asset
Management Inc., as Collateral
Manager
By: /s/ Elizabeth Maclean
---------------------------------
Name: Elizabeth Maclean
Title: Vice President
<Page>
Indosuez Capital Funding IV, L.P.,
By: RBC Leveraged Capital, as Portfolio
Advisor
By:/s/ Melissa Marano
-------------------------------------
Name: Melissa Marano
Title: Director
<Page>
INDOSUEZ CAPITAL FUNDING IV, L.P.
ADMINISTRATIVE DETAILS FORM
ADMINISTRATIVE CONTACTS (for interest, fees, paydown and rollover notices)
<Table>
<Caption>
ORIGINAL TO: COPY TO:
- -------------------------------------------------------------------------------
JP Morgan Chase RBC Leveraged Capital
600 Travis Street One Liberty Plaza
Houston, TX 77002 165 Broadway, 5th Floor
New York, NY 10006
- -------------------------------------------------------------------------------
Contact: Martin Reimer Contact: Isabelle Pradel/Alice James
- -------------------------------------------------------------------------------
Phone: (713) 216-8348 Phone: (212) 858-8325/8351
- -------------------------------------------------------------------------------
Fax: (713) 437-8172 Fax: (212) 858-8384
- -------------------------------------------------------------------------------
Email: Martin.C.Reimer@chase.com Email: Isabelle.Pradel@rbccm.com
Alice.James@rbccm.com
- -------------------------------------------------------------------------------
</Table>
CREDIT CONTACT (for credit agreements, amendments and waivers)
Melissa Marano
Director
RBC Leveraged Capital
One Liberty Plaza
165 Broadway, 5th Floor
New York, NY 10006
Phone: (212) 858-8320
Fax: (212) 858-8384
Email: Melissa.Marano@rbccm.com
SIGNATURE BLOCK
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------
FOR PRIMARY SYNDICATIONS FOR AMENDMENTS AND SECONDARY TRADES
- -------------------------------------------------------------------------------------------------
Indosuez Capital Funding IV, L.P., Indosuez Capital Funding IV, L.P.,
By RBC Finance B.V. as Collateral Manager By RBC Leveraged Capital as Portfolio Advisor
By: By:
---------------------------------- ----------------------------------
- -------------------------------------------------------------------------------------------------
</Table>
PAYMENT INSTRUCTIONS
Chase Manhattan Bank - Texas
Houston, Texas
ABA #113000609
A/C: 00102619468
BNF Name: Wires Clearing - Asset Backed Securities
BNF Address: Chase Tower Houston, Houston, TX
FFC: Indosuez IV
<Page>
A/C# 5503001-2002501
OBI: Martin C. Reimer/ [description]
<Page>
ARES Leveraged Investment Fund II, L.P.
By: ARES Management II, L.P., its
General Partner
By:/s/ Seth J. Brufsky
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
<Page>
ARES III CLO Ltd.
By: ARES CLO Management LLC, Investment
Manager
By:/s/ Seth J. Brufsky
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
<Page>
Arcs IV CLO Ltd.
By: Ares CLO Management IV, L.P.,
Investment Manager
By: Ares CLO GP IV, LLC, its Managing
Member
By:/s/ Seth J. Brufsky
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
<Page>
Ares V CLO Ltd.
By: Ares CLO Management V, L.P.,
Investment Manager
By: Ares CLO GP V, LLC, its Managing
Member
By:/s/ Seth J. Brufsky
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
<Page>
Ares VI CLO Ltd.
By: Ares CLO Management VI, L.P.,
Investment Manager
By: Ares CLO GP VI, LLC, its Managing
Member
By:/s/ Seth J. Brufsky
-------------------------------------
Name: Seth J. Brufsky
Title: Vice President
<Page>
National City Bank
By:/s/ John Platek
-------------------------------------
Name: John Platek
Title: Assistant Vice President
<Page>
JUPITER FUNDING TRUST
By:/s/ Diana L. Mushill
-------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent
<Page>
RIVIERA FUNDING LLC
By:/s/ Diana L. Mushill
-------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent
<Page>
WINGED FOOT FUNDING TRUST
By:/s/ Diana L. Mushill
-------------------------------------
Name: Diana L. Mushill
Title: Assistant Vice President
<Page>
OLYMPIC FUNDING TRUST, SERIES 1999-1
By:/s/ Diana L. Mushill
-------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent
<Page>
MUIRFIELD TRADING LLC
By:/s/ Diana L. Mushill
-------------------------------------
Name: Diana L. Mushill
Title: Authorized Agent
<Page>
SEQUILS - Cumberland I, Ltd.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By:/s/ Mark E. Wittnebel
-------------------------------------
Name: Mark E. Wittnebel
Title: Senior Vice President
<Page>
ROSEMONT CLO, Ltd.
By: Deerfield Capital Management LLC,
as its Collateral Manager
By:/s/ Mark E. Wittnebel
-------------------------------------
Name: Mark E. Wittnebel
Title: Senior Vice President
<Page>
METROPOLITAN LIFE INSURANCE COMPANY
By:/s/ James R. Dingler
-------------------------------------
Name: James R. Dingler
Title: Director
<Page>
MADISON AVENUE CDO I, LIMITED
By: Metropolitan Life Insurance Company,
as Collateral Manager
By:/s/ James R. Dingler
-------------------------------------
Name: James R. Dingler
Title: Director
<Page>
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital, as Portfolio
Advisor
By:/s/ Charles Kobayashi
-------------------------------------
Name: Charles Kobayashi
Title: Principal and Portfolio
Manager
<Page>
Franklin CLO II, LTD.
By:/s/ Madeline Lam
-------------------------------------
Name: Madeline Lam
Title: Vice President
<Page>
Franklin Floating Rate Daily Access Fund
By:/s/ Madeline Lam
-------------------------------------
Name: Madeline Lam
Title: Asst. Vice President
<Page>
Sankaty High Yield Partners III, L.P.
By:/s/ D.J. Exter
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
<Page>
Sankaty High Yield Asset Partners II,
L.P.
By:/s/ D.J. Exter
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
<Page>
Sankaty High Yield Asset Partners, L.P.
By:/s/ D.J. Exter
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
<Page>
Sankaty Advisors, LLC, as Collateral
Manager for Great Point CLO 1999-1
LTD., as Term Lender
By:/s/ D.J. Exter
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
<Page>
Sankaty Advisors, LLC, as Collateral
Manager for Brant Point CBO 1999-1
LTD., as Term Lender
By:/s/ D.J. Exter
-------------------------------------
Name: Diane J. Exter
Title: Managing Director
Portfolio Manager
<Page>
INCREMENTAL TERM NOTE
$________ New York, New York
[Date]
FOR VALUE RECEIVED, TRANSDIGM INC., a Delaware corporation (the
"Borrower"), hereby promises to pay to ____________ or its registered assigns
(the "Lender"), in lawful money of the United States of America in immediately
available funds, at the office of Deutsche Bank Trust Company Americas (formerly
known as Bankers Trust Company) (the Administrative Agent") located at [90
Hudson Street, Fifth Floor, Jersey City, NJ 07302] on [Insert Maturity Date as
set forth in the relevant Incremental Term Loan Commitment Agreement pursuant to
which the Incremental Term Loans evidenced by this Note were incurred] the
principal sum of _____________ DOLLARS ($_____) or, if less, the aggregate
unpaid principal amount of all _____(1) Incremental Term Loans (as defined in
the Credit Agreement) made by the Lender pursuant to the Credit Agreement.
The Borrower also promises to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
the rates and at the times provided in Section 1.08 of the Credit Agreement.
This Note is one of the Incremental Term Notes referred to in the
Credit Agreement, dated as of December 3, 1999 and amended and restated as of
May 31, 2001, among TransDigm Holding Company, the Borrower, the lenders from
time to time party thereto (including the Lender), Credit Suisse First Boston
Corporation, as Syndication Agent, and the Administrative Agent (as amended,
modified or supplemented from time to time, the "Credit Agreement") and is
entitled to the benefits thereof and of the other Credit Documents (as defined
in the Credit Agreement). This Note is secured by the Security Documents (as
defined in the Credit Agreement) and is entitled to the benefits of the
Guaranties (as defined in the Credit Agreement). This Note is subject to
voluntary prepayment and mandatory repayment prior to [Insert Maturity Date as
set forth in the relevant Incremental Term Loan Commitment Agreement pursuant to
which the Incremental Term Loans evidenced by this Note were incurred], in whole
or in part, as provided in the Credit Agreement.
In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
become or be declared to be due and payable in the manner and with the effect
provided in the Credit Agreement.
The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
- ----------
(1) Designate Tranche of applicable Incremental Term Loans.
<Page>
Exhibit B-6
2
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
TRANSDIGM INC.
By
------------------------------------
Name:
Title:
<Page>
EXHIBIT L
FORM OF ASSIGNMENT
AND
ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment"), is dated
as of the Effective Date set forth below and is entered into by and between the
Assignor identified in item 1 below (the "Assignor") and the Assignee identified
in item 2 below (the "Assignee"). Capitalized terms used herein but not defined
herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), receipt of a copy of which is hereby acknowledged
by the Assignee. The Standard Terms and Conditions set forth in Annex 1 hereto
(the "Standard Terms and Conditions") are hereby agreed to and incorporated
herein by reference and made a part of this Assignment as if set forth herein in
full.
For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, Letters of Credit and
Swingline Loans) (the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment,
without representation or warranty by the Assignor.
1. Assignor:
-----------------------------------
2. Assignee:
-----------------------------------
3. Credit Agreement: Credit Agreement, dated as of December 3, 1998
and amended and restated as of May 31, 2001, among
TransDigm Holding Company, TransDigm Inc., various
lenders from time to time party thereto, Credit Suisse
First Boston Corporation, as Syndication Agent, and
Deutsche Bank Trust Company Americas, as Administrative
Agent (such Credit Agreement, as in effect on the date
of this Assignment, being herein called the "Credit
Agreement").
<Page>
Exhibit L
Page 2
4. Assigned Interest:
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT OF AMOUNT OF PERCENTAGE ASSIGNED
COMMITMENT/LOANS FOR ALL COMMITMENT/LOANS OF
LENDERS ASSIGNED COMMITMENT/LOANS(2)
FACILITY ASSIGNED
- ------------------------------------------------------------------------------------------------------------------------------------
Revolving Loan
Commitment/ $ $ %
Revolving Loans
- ------------------------------------------------------------------------------------------------------------------------------------
A Term Loans
$ $ %
- ------------------------------------------------------------------------------------------------------------------------------------
B Term Loans
$ $ %
- ------------------------------------------------------------------------------------------------------------------------------------
C Term Loans
$ $ %
- ------------------------------------------------------------------------------------------------------------------------------------
Relevant Tranche or Tranches
of Incremental Term Loan
Commitments (if not
theretofore terminated) and
related Incremental Term $ $ %
Loans
- ------------------------------------------------------------------------------------------------------------------------------------
</Table>
Effective Date ___________, ____, 200__.
The terms set forth in this Assignment are hereby agreed to:
ASSIGNOR ASSIGNEE
[NAME OF ASSIGNOR] [NAME OF ASSIGNEE]
By: By:
------------------------------ ------------------------------------
Name: Name:
Title: Title:
Payment Instructions:
----------------------------------------
----------------------------------------
----------------------------------------
Attention:
-----------------------------
Reference:
-----------------------------
- ----------
(2) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.
<Page>
Exhibit L
Page 3
Address for Notices:
----------------------------------------
----------------------------------------
----------------------------------------
Relationship Contact:
------------------
<Page>
Exhibit L
Page 4
[Consented to and](3) Accepted:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent
By:
-----------------------------------
Name:
Title:
[CONSENTED TO:
NAME OF LETTER OF CREDIT ISSUER](4)
By:
-----------------------------------
Name:
Title:
[CONSENTED TO:
TRANSDIGM INC.](5)
By:
-----------------------------------
Name:
Title:
- ----------
(3) Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
the Credit Agreement.
(4) Insert only if assignment of any portion of the Total Revolving Loan
Commitment is being made pursuant to Section 13.04(b)(y) of the Credit
Agreement.
(5) Insert only if assignment is being made pursuant to Section 13.04(b)(y) of
the Credit Agreement and no Default or Event of Default exists.
<Page>
ANNEX I
TO
EXHIBIT L
TRANSDIGM INC.
CREDIT AGREEMENT
STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT
1. REPRESENTATIONS AND WARRANTIES.
1.1. ASSIGNOR. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with any
Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other Credit
Document or any other instrument or document delivered pursuant thereto, other
than this Assignment, or any collateral thereunder, (iii) the financial
condition of Holdings, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or
observance by Holdings, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Documents.
1.2. ASSIGNEE. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it meets all
requirements of an Eligible Transferee under the Credit Agreement, (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.01 thereof, and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision and (v) if it is
organized under the laws of a jurisdiction outside the United States, attached
to this Assignment is any documentation required to be delivered by it pursuant
to the terms of the Credit Agreement, duly completed and executed by the
Assignee; and (b) agrees that (i) it will, independently and without reliance on
the Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.
<Page>
Annex I
to Exhibit L
2
2. PAYMENT. From and after the Effective Date, the Administrative
Agent shall make all payment in respect to the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for
amounts which have accrued to but excluding the Effective Date and to the
Assignee for amounts which have accrued from and after the Effective Date.
3. GENERAL PROVISIONS. This Assignment shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of
a signature page of this Assignment by telecopy shall be effective as delivery
of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
* * *
<Page>
EXHIBIT O
INCREMENTAL TERM LOAN COMMITMENT AGREEMENT
[Name(s) of Lender(s)]
_____________, ______
TransDigm Inc.
26380 Curtiss Wright Parkway
Richmond Heights, Ohio 44143
re INCREMENTAL TERM LOAN COMMITMENTS
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Credit Agreement,
dated as of December 3, 1998 and amended and restated as of May 31, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among TransDigm Holding Company, TransDigm Inc. (the "Borrower" or
"you"), the lenders from time to time party thereto (the "Lenders"), Credit
Suisse First Boston Corporation, as Syndication Agent (in such capacity, the
"Syndication Agent"), and Deutsche Bank Trust Company Americas (formerly known
as Bankers Trust Company), as Administrative Agent (in such capacity, the
"Administrative Agent"). Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings set forth in the Credit Agreement.
Each Lender (each an "Incremental Term Loan Lender") party to this
letter agreement (this "Agreement") hereby severally agrees to provide the
Incremental Term Loan Commitment set forth opposite its name on Annex I attached
hereto (for each such Incremental Term Loan Lender, its "Incremental Term Loan
Commitment"). Each Incremental Term Loan Commitment provided pursuant to this
Agreement shall be subject to all of the terms and conditions set forth in the
Credit Agreement, including, without limitation, Sections 1.01(g) and 1.15
thereof.
Each Incremental Term Loan Lender, the Borrower and the Administrative
Agent acknowledge and agree that the Incremental Term Loan Commitments provided
pursuant to this Agreement shall constitute Incremental Term Loan Commitments of
the respective Tranche specified in Annex I attached hereto and, upon the
incurrence of Incremental Term Loans pursuant to such Incremental Term Loan
Commitments, shall constitute Incremental Term Loans under such specified
Tranche for all purposes of the Credit Agreement and the other Credit Documents.
Each Incremental Term Loan Lender, the Borrower and the Administrative Agent
further agree that, with respect to the Incremental Term Loan Commitment
provided by each Incremental Term Loan Lender pursuant to this Agreement, such
Incremental Term Loan Lender shall receive from the Borrower such upfront fees,
unutilized commitment fees and/or other fees, if any, as may be separately
agreed to in writing with the Borrower and acknowledged by the
<Page>
Exhibit O
Page 2
Administrative Agent, all of which fees shall be due and payable to such
Incremental Term Loan Lender on the terms and conditions set forth in each such
separate agreement.
Furthermore, each of the parties to this Agreement hereby agree to the
terms and conditions set forth on Annex I hereto in respect of each Incremental
Term Loan Commitment provided pursuant to this Agreement.
Each Incremental Term Loan Lender party to this Agreement, to the
extent not already a party to the Credit Agreement as a Lender thereunder, (i)
confirms that it has received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial statements referred to
therein and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Agreement and to
become a Lender under the Credit Agreement, (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement and the other Credit Documents, (iii) appoints
and authorizes the Administrative Agent and the Collateral Agent to take such
action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Credit Documents as are delegated to the Administrative
Agent and the Collateral Agent, as the case may be, by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Credit Agreement and the other Credit Documents are required to
be performed by it as a Lender, and (v) in the case of each Incremental Term
Loan Lender organized under the laws of a jurisdiction outside the United
States, attaches the forms and/or Certificates referred to in Section 4.04(b) of
the Credit Agreement, certifying as to its entitlement to a complete exemption
from United States withholding taxes with respect to all payments to be made
under the Credit Agreement and the other Credit Documents.
Upon the date of (i) the execution of a counterpart of this Agreement
by each Incremental Term Loan Lender, the Administrative Agent, the Borrower and
each Guarantor, (ii) the delivery to the Administrative Agent of a fully
executed counterpart (including by way of facsimile) hereof, (iii) the payment
of any fees then due and payable in connection herewith and (iv) the
satisfaction of any other conditions precedent set forth in Section 8 of Annex I
hereto (such date, the "Agreement Effective Date"), each Incremental Term Loan
Lender party hereto (i) shall be obligated to make the Incremental Term Loans
provided to be made by it as provided in this Agreement on the terms, and
subject to the conditions, set forth in the Credit Agreement and in this
Agreement and (ii) to the extent provided in this Agreement, shall have the
rights and obligations of a Lender thereunder and under the other Credit
Documents.
The Borrower acknowledges and agrees that (i) it shall be liable for
all Obligations with respect to the Incremental Term Loan Commitments provided
hereby including, without limitation, all Incremental Term Loans made pursuant
thereto and (ii) all such Obligations (including all such Incremental Term
Loans) shall be entitled to the benefits of the Security Documents and the
Guaranties.
Each Guarantor acknowledges and agrees that all Obligations with
respect to the Incremental Term Loan Commitments provided hereby and all
Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed
pursuant to the respective Guaranty in accordance
<Page>
Exhibit O
Page 3
with the terms and provisions thereof and (ii) be secured by all Liens granted
by, and be entitled to the benefits, of the Security Documents.
Attached hereto as Annex II are true and correct copies of officer's
certificates, board of director resolutions and good standing certificates of
the Credit Parties required to be delivered pursuant to Section 1.15(b)(x)(V) of
the Credit Agreement.
Attached hereto as Annex III is an opinion of _________, special
counsel to the Credit Parties, delivered as required pursuant to Section
1.15(b)(x)(IV) of the Credit Agreement.
Attached hereto as Annex IV is the officer's certificate required to
be delivered pursuant to Section 1.15(b)(x)(III) of the Credit Agreement stating
that the conditions set forth in clause (i) of the first sentence of Section
1.15(a) have been satisfied.
[Attached hereto as Annex V is the officer's certificate required to
be delivered pursuant to Section 1.15(b)(y) of the Credit Agreement stating that
the conditions set forth in clauses (ii), (iii) and (iv) of the first sentence
of Section 1.15(a) of the Credit Agreement have been satisfied (together with
calculations demonstrating same (where applicable) in reasonable detail and
copies of the certificates set forth in such clauses (ii) and (iii)).](6)
The Obligations to be incurred pursuant to the Incremental Term Loan
Commitments provided hereunder are in accordance with, will not violate the
provisions of, and will constitute "Senior Debt" under, and as defined in, the
Senior Subordinated Note Indenture and, to the extent same is in effect or will
remain in effect after giving effect to the application of the proceeds of the
Incremental Term Loans to be made pursuant to such Incremental Term Loan
Commitments and the Seller Subordinated Note Indenture.
You may accept this Agreement by signing the enclosed copies in the
space provided below, and returning one copy of same to the Administrative Agent
before the close of business on ____________, _____. If you do not so accept
this Agreement by such time, our Incremental Term Loan Commitments set forth in
this Agreement shall be deemed canceled.
After the execution and delivery to the Administrative Agent of a
fully executed copy of this Agreement (including by way of counterparts and by
facsimile transmission) by the parties hereto, this Agreement may only be
changed, modified or varied by written instrument in accordance with the
requirements for the modification of Credit Documents pursuant to Section 13.12
of the Credit Agreement.
In the event of any conflict between the terms of this Agreement and
those of the Credit Agreement, the terms of the Credit Agreement shall control.
* * *
- ----------
(6) Insert this paragraph if any Incremental Term Loans are to be incurred on
the Agreement Effective Date. In addition, this condition needs to be
satisfied for each Incremental Term Loan Borrowing Date.
<Page>
Exhibit O
Page 4
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
Very truly yours,
[NAME OF INCREMENTAL TERM LOAN LENDERS]
By
------------------------------------
Name:
Title
Agreed and Accepted
this ___ day of __________, ____:
TRANSDIGM INC.
By:
--------------------------------
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent
By:
--------------------------------
Name:
Title:
Each Guarantor acknowledges and agrees to each the foregoing provisions of this
Incremental Term Loan Commitment Agreement and to the incurrence of the
Incremental Term Loans to be made pursuant thereto.
[Insert signature blocks for each Guarantor]
<Page>
ANNEX I TO EXHIBIT O
TERMS AND CONDITIONS FOR
INCREMENTAL TERM LOAN COMMITMENT AGREEMENT
DATED AS OF _____________, ____
1. Incremental Term Loan Commitment Amounts (as of the Agreement Effective
Date):
AMOUNT OF INCREMENTAL TERM LOAN
NAME OF INCREMENTAL TERM LOAN LENDER COMMITMENT
Total
2. Designation of Tranche of Incremental Term Loan Commitments (and
Incremental Term Loans to be funded thereunder)(7):
3. Indicate whether the Incremental Term Loan Commitments to be provided
hereunder are to be single draw commitments or multiple draw commitments
and the Incremental Term Loan Commitment Termination Date:(8)
4. Incremental Term Loan Maturity Date:(9)
- ----------
(7) Designate the respective Tranche for such Incremental Term Loan Commitments
or indicate that it is to be added to (and form a part of) an existing
Tranche of Term Loans.
(8) Date cannot be later than December 31, 2005.
(9) Insert Maturity Date for the Incremental Term Loans to be incurred
pursuant to the Incremental Term Loan Commitments provided hereunder,
provided that in the event the Incremental Term Loan Commitments to be
provided pursuant to this Agreement are to be added to (and form a part of
) an existing Tranche of Term Loans, the Incremental Term Loan Maturity
Date for the Incremental Term Loans to be incurred pursuant to such
Incremental Term Loan Commitments shall be the same Maturity Date as for
such existing Tranche of Term Loans.
<Page>
Annex I to Exhibit O
Page 2
5. Dates for, and amounts of, Incremental Term Loan Scheduled Repayments:(10)
6. Applicable Base Rate Margin and Applicable Eurodollar Rate Margin:(11)
7. The proceeds of the Incremental Term Loans to be provided hereunder are to
be used for:(12)
8. Other Conditions Precedent:(13)
- ----------
(10) Set forth the dates for Incremental Term Loan Scheduled Repayments and the
principal amount (expressed as a dollar amount or as a percentage of the
aggregate amount of Incremental Term Loans to be incurred pursuant to the
Incremental Term Loan Commitments provided hereunder), PROVIDED that, in
the event the Incremental Term Loan Commitments to be provided hereunder
are to be added to (and form a part of ) an existing Tranche of Term
Loans, (x) the Incremental Term Loan Scheduled Repayments for such
Incremental Term Loans shall be the same (on a proportionate basis) as the
then remaining Scheduled Repayments with respect to the Tranche of Term
Loans to which such new Incremental Term Loans are being added and (y)
such Incremental Term Loans shall have the same Incremental Term Loan
Scheduled Repayment Dates.
(11) Insert the Applicable Base Rate Margin and the Applicable Eurodollar Rate
Margin that shall apply the Incremental Term Loans being provided
hereunder, PROVIDED that in the event the Incremental Term Loan
Commitments to be provided hereunder are to be made under (and form a part
of) an existing Tranche of Term Loans, the Incremental Term Loans to be
incurred pursuant to such Incremental Term Loan Commitments shall have the
same Applicable Base Rate Margin and Applicable Eurodollar Rate Margin
applicable to such Tranche of Term Loans.
(12) Designate the specific use of the proceeds of the applicable Incremental
Term Loans as provided in Section 7.05(a) of the Credit Agreement.
(13) Insert any additional conditions precedent which may be required to be
satisfied prior to the Agreement Effective Date.