Exhibit 4.9.
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of December 10,
1998, among TRANSDIGM HOLDING COMPANY, a Delaware corporation ("Holdings"),
TRANSDIGM INC., a Delaware corporation (the "Borrower"), the lenders party to
the Credit Agreement referred to below on the date hereof and immediately before
giving effect to this Amendment (the "Existing Lenders"), BANKERS TRUST COMPANY,
as Administrative Agent (the "Administrative Agent"), and each of the lenders
listed on Schedule A hereto (the "New Lenders"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement referred to below.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Existing Lenders and the
Agent are parties to a Credit Agreement, dated as of December 3, 1998 (the
"Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. Each of the Existing Lenders severally and not jointly
hereby sells and assigns to each of the New Lenders without recourse and without
representation or warranty (other than as expressly provided herein), and each
New Lender hereby purchases and assumes from each of the Existing Lenders, that
interest in and to each of such Existing Lender's rights and obligations in
respect of those Tranches of Loans set forth on Schedule B hereto under the
Credit Agreement as of the date hereof which in the aggregate represents such
New Lender's PRO RATA share (for each such New Lender, its "Pro Rata Share") in
such Tranches of Loans as set forth on such Schedule B (calculated after giving
effect to this Amendment), and such Pro Rata Share represents all of the
outstanding rights and obligations under the Credit Agreement in respect of the
Tranches of Loans that are being sold and assigned to each New Lender pursuant
to this Amendment, including, without limitation, in the case of any assignment
of outstanding A Term Loans, B Term Loans and/or portion of the Total Revolving
Loan Commitment, all rights and obligations with respect to such New Lender's
Pro Rata Share of such outstanding A Term Loans, B Term Loans and/or portion of
the Total Revolving Loan Commitment, respectively. After giving effect to this
Amendment, each Lender's outstanding A Term Loans, B Term Loans and Revolving
Loan Commitment will be as set forth on Schedule C hereto.
2. In accordance with the requirements of Section 13.04(b) of
the Credit Agreement, on the First Amendment Effective Date (as defined below),
(i) the Credit Agreement shall be amended by deleting Annex I thereto in its
entirety and by inserting in lieu thereof a new Annex I in the form of Schedule
C hereto and (ii) the Borrower agrees that it will issue an appropriate A Term
Note, B Term Note and Revolving Note, as applicable, to each Lender who
so requests such Note or Notes in conformity with the requirements of Section
1.05 of the Credit Agreement.
3. On and after the First Amendment Effective Date, Annex II
to the Credit Agreement shall be amended by deleting such Annex in its entirety
and inserting in lieu thereof a new Annex II in the form of Schedule D hereto.
4. Each Existing Lender (i) represents and warrants that it is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the other Credit Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or the other Credit Documents or any other instrument or document
furnished pursuant thereto; and (iii) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of Holdings or
any of its Subsidiaries or the performance or observance by Holdings or any of
its Subsidiaries of any of their obligations under the Credit Agreement or the
other Credit Documents to which any such Person is a party or any other
instrument or document furnished pursuant thereto.
5. Each New Lender (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 Amendment; (ii) agrees that it will, independently
and without reliance upon the 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; (iii) confirms that it is an Eligible Transferee under Section
13.04(b) of the Credit Agreement; (iv) 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 by the terms thereof, together with such powers as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (vi) to the extent legally
entitled to do so, agrees to promptly submit the forms described in Section
13.04(b) of the Credit Agreement.
6. Each of the Existing Lenders, the New Lenders and the
Administrative Agent hereby agree that (A) all amounts accrued with respect to
the A Term Loans, B Term Loans, outstanding Revolving Loans and the Total
Unutilized Revolving Loan Commitment prior to the delivery by such New Lender of
the amount referred to in clause (ii) of Section 11 of this Amendment shall be
for the account of the Existing Lenders, respectively, and that all such amounts
accrued on and after the delivery of such amounts referred to in clause (ii) of
such Section 11 shall be for the account of such New Lender based upon its
relevant Pro Rata Share and (B) the Documentation Agent shall not have any
duties under the Credit Documents other than in its capacity as a Lender except
as may be specifically assigned from time to time after the First Amendment
Effective Date with the consent of the Documentation Agent.
7. In accordance with Section 13.04(b) of the Credit
Agreement, on and as of the date upon which each of the New Lenders delivers the
amounts referred to in clause (ii) of Section 11 of this Amendment, each New
Lender shall become a "Lender" under, and for all purposes of, the Credit
Agreement and the other Credit Documents and the Administrative Agent shall
record the transfers contemplated hereby in the Register.
8. This 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.
9. This 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 shall be lodged with the Borrower and the Agent.
10. THIS 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.
11. Subject to Section 12 of this Amendment, this Amendment
shall become effective on the date (the "First Amendment Effective Date") when
(i) Holdings, the Borrower, the Administrative Agent, each Existing Lender and
each New Lender shall have signed a counterpart hereof (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 and (ii)
each New Lender shall have delivered to the Administrative Agent, for the
respective accounts of the Existing Lenders, an amount equal to such New
Lender's relevant Pro Rata Share of the outstanding A Term Loans, B Term Loans
and/or Revolving Loans being assigned to such New Lender.
12. Notwithstanding Section 11 of this Amendment, if for any
reason any New Lender shall not have (i) signed a counterpart hereof and
delivered the same to the Administrative Agent at the Notice Office and (ii)
delivered to the Administrative Agent an amount equal to such New Lender's
relevant Pro Rata Share of the outstanding A Term Loans, B Term Loans and/or
Revolving Loans being assigned to such New Lender, in each case on or prior to
December 10, 1998, then, if each Existing Lender agrees, this Amendment shall
become effective notwithstanding such failure, provided that (x) Schedule C
shall be modified to delete any such New Lender and such New Lender's relevant
Pro Rata Share shall be reallocated among the Existing Lenders in such manner as
the Existing Lenders shall agree and (y) the signature pages of this Amendment
shall be deemed revised to delete such New Lender's name therefrom.
13. From and after the First Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
TRANSDIGM HOLDING COMPANY
By
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Title:
TRANSDIGM INC.
By
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Title:
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By
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Title:
CREDIT SUISSE FIRST BOSTON,
Individually and as Syndication Agent
By
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Title:
By:
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Title:
NEW LENDERS:
BANK OF NOVA SCOTIA
By
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Title:
FLEET NATIONAL BANK,
Individually and as Documentation Agent
By
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Title:
NBD BANK
By
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Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By
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Title:
HELLER FINANCIAL, INC.
By
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Title:
NATIONAL CITY BANK
By
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Title:
-5-
FIRST DOMINION CAPITAL
By
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Title:
INDOSUEZ CAPITAL FUNDING II A, LIMITED
By
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Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By:
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Title:
PARIBAS CAPITAL FUNDING LLC
By:
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Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By
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Title:
-6-
Schedule A
to
FIRST AMENDMENT
NEW LENDERS
Bank of Nova Scotia
Fleet National Bank
NBD Bank
General Electric Capital Corporation
Heller Financial, Inc.
National City Bank
Indosuez Capital Funding
Paribas Capital LLC
Sankaty High Yield Asset Partners, L.P.
SCHEDULE B
to
FIRST AMENDMENT
RELEVANT PERCENTAGES
LENDER A TERM LOANS B TERM LOANS REVOLVING LOANS
- ------ ------------ ------------ ---------------
Bankers Trust Company 17.05% 20.02777777778% 17.05%
Credit Suisse First Boston 13.95% 2.75% 13.95%
Bank of Nova Scotia 13.333333333% 13.33333333333%
Fleet National Bank 9.166666667% 9.166666666667% 9.166666666667%
NBD Bank 13.333333333% 13.33333333333%
General Electric Capital
Corporation 9.166666667% 9.166666666667% 9.166666666667%
Heller Financial, Inc. 12% 4.444444444444% 12%
National City Bank 12% 4.444444444444% 12%
Indosuez Capital Funding II A,
Limited 8.333333333333%
Indosuez Capital Funding IV,
L.P. 8.333333333333%
Paribas Capital 16.66666666667%
Sankaty High Yield 16.66666666667%
Schedule C
to
FIRST AMENDMENT
COMMITMENTS
Outstanding Outstanding Outstanding
LENDER A TERM LOANS B TERM LOANS REVOLVING LOANS
- ------ ------------- ------------ ---------------
Bankers Trust Company $7,672,500 $ 9,012,500 $5,115,000
Credit Suisse First Boston $6,277,500 $1,237,500 $4,185,000
Bank of Nova Scotia $6,000,000 $0 $4,000,000
Fleet National Bank $4,125,000 $4,125,000 $2,750,000
NBD Bank $6,000,000 $0 $4,000,000
General Electric Capital Corporation $4,125,000 $4,125,000 $2,750,000
Heller Financial Inc. $5,400,000 $2,000,000 $3,600,000
National City Bank $5,400,000 $2,000,000 $3,600,000
Indosuez Capital Funding II A, Limited $0 $3,750,000 $0
Indosuez Capital Funding IV, L.P. $0 $3,750,000 $0
Paribas Capital LLC $0 7,500,000 $0
Sankaty High Yield Asset Partners, L.P. $0 7,500,000 $0
Total: $45,000,000 $45,000,000 $30,000,000
Schedule D
to
FIRST AMENDMENT
LENDER ADDRESSES
BANKERS TRUST COMPANY 130 Liberty Street
New York, NY 10006
Attention: Greg Shefrin
Telephone No.: (212) 250-1724
Facsimile No.: (212) 250-7218
CREDIT SUISSE FIRST BOSTON 11 Madison Avenue
New York, NY 10010
Attention: Bill O'Daly
Telephone No.: (212) 325-9909
Facsimile No.: (212) 325-8388
BANK OF NOVA SCOTIA One Liberty Plaza
New York, NY 10006
Attention: Robert Gaviglio
Telephone No.: (212) 225-5054
Facsimile No.: (212) 225-5090
FLEET BANK One Federal Street
Mail Stop: MA OF D03C
Boston, MA 02110
Attention: Jim Silva
Telephone No.: (617) 346-4399
Facsimile No.: (617) 346-4806
NBD BANK 611 Woodward Street
Detroit, MI 48226
Attention: Paul DeMelo
Telephone No.: (313) 225-2520
Facsimile No.: (313) 225-1212
GE CAPITAL CORPORATION 335 Madison Avenue
New York, NY 10017
Attention: Kenneth Li
Telephone No.: (212) 370-8040
Facsimile No.: (212) 983-8767
HELLER FINANCIAL INC. 500 West Monroe Street
Chicago, IL 60661
Attention: Linda Wolf
Telephone No.: (312) 441-7894
Facsimile No.: (312) 441-7357
Schedule D
Page 2
NATIONAL CITY BANK 1900 East North Street
7th Floor
Cleveland, OH 44114
Attention: Joseph Robinson
Telephone No.: (216) 575-9254
Facsimile No.: (216) 575-9396
INDOSUEZ CAPITAL FUNDING 1211 Avenue of the Americas
New York, NY 10036
Attention: Maklikah Buchweitz
Telephone No.: (212) 278-2213
Facsimile No.: (212) 278-2254
PARIBAS CAPITAL LLC 787 Seventh Avenue
New York, NY 10019
Attention: Francois Gauvin
Telephone No.: (212) 841-2548
Facsimile No.: (212) 841-2363
SANKATY HIGH YIELD ASSET PARTNERS, 2 Copley Place
L.P. Boston, MA 02116
Attention: Diane Exter
Telephone No.: (617) 572-3216
Facsimile No.: (617) 572-3274