Second Amended And Restated Credit Agreement

AMENDMENT NO. 1 Dated as of June 9, 2016 to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 4, 2014, Among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY THERETO, THE LENDERS ...

Exhibit 10.1

CONFORMED VERSION

AMENDMENT NO. 1

dated as of June 9, 2016

to the

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 4, 2014,

among

TRANSDIGM INC.,

TRANSDIGM GROUP INCORPORATED,

THE SUBSIDIARIES OF TRANSDIGM INC. FROM TIME TO TIME PARTY

THERETO,

THE LENDERS PARTY THERETO

and

CREDIT SUISSE AG,

as Administrative Agent and Collateral Agent

 

 

CREDIT SUISSE SECURITIES (USA) LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

CITIGROUP GLOBAL MARKETS INC.,

UBS SECURITIES LLC,

BARCLAYS BANK PLC,

GOLDMAN SACHS & CO.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

HSBC SECURITIES (USA) INC.

and

RBC CAPITAL MARKETS,

as Joint Lead Arrangers and Bookrunners

 

 

 

[CS&M Ref. No. 5865-797]


AMENDMENT NO. 1 dated as of June 9, 2016 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; and as amended hereby, the “Amended Credit Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower from time to time party thereto, the lenders party thereto (the “Existing Lenders”), and CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”).

A. The Borrower has requested that, on the 2016 Effective Date (as defined below) (a) the final maturity date of the Revolving Credit Commitments be extended to February 28, 2020 (each Dollar Revolving Credit Lender that consents to such extension, a “Consenting Dollar Revolving Credit Lender” and each Multicurrency Revolving Credit Lender that consents to such extension, a “Consenting Multicurrency Revolving Credit Lender”; the Consenting Dollar Revolving Credit Lenders and the Consenting Multicurrency Revolving Credit Lenders, collectively, the “Consenting Revolving Credit Lenders”), (b) the Persons set forth on Schedule I hereto (the “Additional Dollar Revolving Credit Lenders”) provide revolving credit commitments in an aggregate amount of $57,727,273 (the “Additional Dollar Revolving Credit Commitments”), (c) the Persons set forth on Schedule II hereto (the “Initial Tranche F Term Lenders”) provide (i) commitments (the “Initial Tranche F Term Loan Commitments”) to make term loans in an aggregate principal amount of up to $500,000,000 (the “Initial Tranche F Term Loans”) and (ii) commitments (the “Delayed Draw Tranche F Term Loan Commitments” and, together with the Initial Tranche F Term Loan Commitments, the “Tranche F Term Loan Commitments”) to make term loans on the Delayed Draw Funding Date (as defined below) in an aggregate principal amount of up to $450,000,000 (the “Delayed Draw Tranche F Term Loans” and, together with the Initial Tranche F Term Loans, the “2016 Tranche F Term Loans”), (d) a portion of the Tranche C Term Loans be converted into Tranche F Term Loans (as defined in the Amended Credit Agreement) (each Tranche C Term Lender that consents to such conversion, a “Consenting Tranche C Term Lender”) and (e) certain provisions of the Credit Agreement be amended as set forth herein.

B. The Consenting Revolving Credit Lenders are willing to so extend their Revolving Credit Commitments, the Additional Dollar Revolving Credit Lenders are willing to provide the Additional Dollar Revolving Credit Commitments, the Initial Tranche F Term Lenders are willing to provide the Tranche F Term Loan Commitments, the Consenting Tranche C Term Lenders are willing to have their Extended Tranche C Term Loans converted into Tranche F Term Loans and the Existing Lenders party hereto, constituting the Required Lenders, are willing to amend the Credit Agreement as provided for herein, in each case on the terms and subject to the conditions set forth herein and in the Credit Agreement.

 

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Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein (including in the recitals hereto) shall have the meanings given to them in the Credit Agreement. The rules of interpretation set forth in Section 1.03 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. As used herein, the term “2016 Transactions” means, collectively, (a) the execution, delivery and performance by each Loan Party of this Amendment, (b) the Borrowing of the 2016 Tranche F Term Loans hereunder and the use of the proceeds thereof in accordance with the terms of the Amended Credit Agreement and this Amendment, (c) the conversion of the Extended Tranche C Term Loans into Tranche F Term Loans, (d) the extension of the Revolving Credit Commitments of the Consenting Revolving Credit Lenders, (e) the establishment of the Additional Dollar Revolving Credit Commitments pursuant hereto, (f) the acquisition (the “Acquisition”) by the Borrower, directly or indirectly, of all of the equity interests of ILC Holdings, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger, dated as of May 23, 2016, among the Borrower, Thunder Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Borrower, ILC Holdings, Inc., a Delaware corporation, Berhman Capital PEP L.P. (as equityholder representative) and Berhman Capital PEP L.P. (as signing stockholder) (the “Merger Agreement”), (g) the issuance by the Borrower of the 2016 Senior Subordinated Notes (as defined in the Amended Credit Agreement), and (h) the payment of fees and expenses incurred in connection with the foregoing.

SECTION 2. Extension of Revolving Credit Commitments. Effective as of the 2016 Effective Date, subject to the conditions set forth herein and in the Amended Credit Agreement:

(a) (i) each Consenting Dollar Revolving Credit Lender shall be an Extended Dollar Revolving Credit Lender under and as defined in the Amended Credit Agreement, and its Dollar Revolving Credit Commitment and Dollar Revolving Loans shall be converted into an Extended Dollar Revolving Credit Commitment and Extended Dollar Revolving Loans thereunder, respectively, and (ii) each Consenting Multicurrency Revolving Credit Lender shall be an Extended Multicurrency Revolving Credit Lender under and as defined in the Amended Credit Agreement, and its Multicurrency Revolving Credit Commitment and Multicurrency Revolving Loans shall be converted into an Extended Multicurrency Revolving Credit Commitment and Extended Multicurrency Revolving Loans thereunder, respectively; and

(b) (i) each Dollar Revolving Credit Lender that is not a Consenting Dollar Revolving Credit Lender shall be a Non-Extended Dollar Revolving Credit Lender under and as defined in the Amended Credit Agreement, and its Dollar Revolving Credit Commitment and Dollar Revolving Loans shall be redesignated as a Non-Extended Dollar Revolving Credit Commitment and Non-Extended Dollar

 

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Revolving Loans thereunder, respectively, and (ii) each Multicurrency Revolving Credit Lender that is not a Consenting Multicurrency Revolving Credit Lender shall be a Non-Extended Multicurrency Revolving Credit Lender under and as defined in the Amended Credit Agreement, and its Multicurrency Revolving Credit Commitment and Multicurrency Revolving Loans shall be redesignated as a Non-Extended Multicurrency Revolving Credit Commitment and Non-Extended Multicurrency Revolving Loans thereunder, respectively. Immediately following such redisgnations and immediately prior to the effectiveness of the Additional Dollar Revolving Credit Commitments, the Non-Extended Dollar Revolving Credit Commitments and the Non-Extended Multicurrency Revolving Credit Commitments shall be reduced by an aggregate principal amount of $7,727,273, allocated pro rata among the Non-Extended Dollar Revolving Credit Lenders and the Non-Extended Multicurrency Revolving Credit Lenders in accordance with their respective Non-Extended Dollar Revolving Credit Commitments and Non-Extended Multicurrency Revolving Credit Commitments at such time.

(c) For the avoidance of doubt, all Revolving Loans and Letters of Credit outstanding as of the 2016 Effective Date shall remain outstanding, subject to any prepayment in accordance with the terms of Section 3(c) below.

(d) The Borrower and any Revolving Credit Lender may, at any time, agree to convert all or any portion of the Non-Extended Dollar Revolving Credit Commitment (such term and each other capitalized term used in this Section 2(d) having the meaning assigned thereto in the Amended Credit Agreement) or Non-Extended Multicurrency Revolving Credit Commitment of such Revolving Credit Lender into an Extended Dollar Revolving Credit Commitment or Extended Multicurrency Revolving Credit Commitment, respectively (and any Revolving Loans outstanding in respect thereof into Extended Dollar Revolving Loans or Extended Multicurrency Revolving Loans, as the case may be), pursuant to procedures reasonably satisfactory to the Agent.

SECTION 3. Revolving Commitment Increase.

(a) Each Additional Dollar Revolving Credit Lender hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement, to provide an Additional Dollar Revolving Credit Commitment to the Borrower on the 2016 Effective Date in an amount equal to the amount set forth opposite such Additional Dollar Revolving Credit Lender’s name on Schedule I hereto.

(b) The Additional Dollar Revolving Credit Lenders shall constitute “Extended Dollar Revolving Credit Lenders”, the Additional Dollar Revolving Credit Commitments shall constitute “Extended Dollar Revolving Credit Commitments”, and the loans made thereunder shall constitute “Extended Dollar Revolving Loans”, in each case for all purposes of the Amended Credit Agreement and the other Loan Documents.

 

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(c) (i) Upon the effectiveness of the Additional Dollar Revolving Credit Commitments, each Dollar Revolving Credit Lender immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Additional Dollar Revolving Credit Lender, and each such Additional Dollar Revolving Credit Lender will automatically and without further act be deemed to have assumed, a portion of such Dollar Revolving Credit Lender’s participations under the Amended Credit Agreement in outstanding Dollar Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Amended Credit Agreement in Dollar Letters of Credit held by each Dollar Revolving Credit Lender (including each such Additional Dollar Revolving Credit Lender) will equal such Lender’s Pro Rata Percentage and (ii) if, immediately prior to the 2016 Effective Date, there are any Dollar Revolving Loans outstanding, such Dollar Revolving Loans shall, upon the effectiveness of the Additional Dollar Revolving Credit Commitments, be prepaid from the proceeds of additional Dollar Revolving Loans made under the Amended Credit Agreement (reflecting the increase in the Total Dollar Revolving Credit Commitment), which prepayment shall be accompanied by accrued interest on the Dollar Revolving Loans being prepaid and any costs incurred by any Dollar Revolving Credit Lender in accordance with Section 2.15 of the Amended Credit Agreement.

(d) The Required Lenders hereby waive the application of the notice requirements under Section 2.09 of the Credit Agreement with respect to any Dollar Revolving Loans outstanding under the Credit Agreement immediately prior to the 2016 Effective Date being prepaid on the 2016 Effective Date.

SECTION 4. Tranche F Term Loan Commitments. (a) Each Initial Tranche F Term Lender hereby agrees, severally and not jointly, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement (i) to make Initial Tranche F Term Loans to the Borrower on the 2016 Effective Date in an aggregate principal amount not to exceed the amount set forth opposite such Initial Tranche F Term Lender’s name on Schedule II hereto under the heading “Initial Tranche F Term Loan Commitment” and (ii) to make Delayed Draw Tranche F Term Loans to the Borrower on the Delayed Draw Funding Date in an aggregate principal amount not to exceed the amount set forth opposite such Initial Tranche F Term Lender’s name on Schedule II hereto under the heading “Delayed Draw Tranche F Term Loan Commitment”. Amounts borrowed under this Section 4 and repaid or prepaid may not be reborrowed.

(b) The Tranche F Term Loans shall have the terms set forth in the Amended Credit Agreement. For the avoidance of doubt, except as otherwise provided in the Amended Credit Agreement, the Initial Tranche F Term Loans, the Delayed Draw Tranche F Term Loans and the Extended Tranche C Term Loans converted into Tranche F Term Loans in accordance with Section 5 below shall constitute a single Class of Term Loans under the Amended Credit Agreement, designated the “Tranche F Term Loans”.

 

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(c) The proceeds of (i) the Initial Tranche F Term Loans shall be used solely to fund cash to the balance sheet of the Borrower and to pay fees and expenses incurred in connection with the 2016 Transactions and (ii) the Delayed Draw Tranche F Term Loans, together with cash on hand at the Borrower, shall be used solely to fund the Acquisition and to pay fees and expenses incurred in connection with the 2016 Transactions.

(d) Unless previously terminated, (i) the Initial Tranche F Term Loan Commitments shall terminate upon the making of the Initial Tranche F Term Loans on the 2016 Effective Date and (ii) the Delayed Draw Tranche F Term Loan Commitments shall terminate upon the earlier of (x) the making of the Delayed Draw Tranche F Term Loans on the Delayed Draw Funding Date and (y) the date that is six months following the 2016 Effective Date (the “Delayed Draw Term Commitment Termination Date”).

SECTION 5. Tranche C Term Loans of Consenting Tranche C Term Lenders. Effective as of the 2016 Effective Date, on the terms and subject to the conditions set forth herein and in the Amended Credit Agreement, the principal amount of Tranche C Term Loans of each Consenting Tranche C Term Lender indicated on such Consenting Tranche C Term Lender’s signature page hereto shall be converted into and shall constitute “Tranche F Term Loans” for all purposes under the Amended Credit Agreement (the Tranche C Term Loans so converted, the “Extended Tranche C Term Loans”); provided that, in the event that the aggregate principal amount of Tranche C Term Loans of the Consenting Tranche C Term Lenders exceeds $750,000,000, the Borrower may elect, by written notice to the Agent no later than three (3) Business Days prior to the 2016 Effective Date (or such later date as agreed to by the Agent), to cause less than all (but not less than an aggregate principal amount of $750,000,000) of the Tranche C Term Loans of Consenting Tranche C Term Lenders to be Extended Tranche C Term Loans hereunder, with the aggregate principal amount of Tranche C Term Loans that the Borrower elects to treat as Extended Tranche C Term Loans hereunder being allocated on a pro rata basis among the Consenting Tranche C Term Lenders in accordance with the aggregate principal amount of their respective Tranche C Term Loans outstanding immediately prior to the 2016 Effective Date. For the avoidance of doubt, all Tranche C Term Loans that are not converted into Tranche F Term Loans pursuant hereto (including any Tranche C Term Loans of Consenting Tranche C Term Lenders that do not constitute Extended Tranche C Term Loans as a result of an election by the Borrower pursuant to the preceding sentence) shall, following the 2016 Effective Date, continue to be in effect and outstanding under the Credit Agreement as Tranche C Term Loans, with the terms set forth for Tranche C Term Loans in the Amended Credit Agreement. The initial Interest Period applicable to the Extended Tranche C Term Loans shall be the period commencing on the 2016 Effective Date and ending on June 30, 2016.

SECTION 6. Amendment of the Credit Agreement. Holdings, the Borrower, the Agent, the Consenting Revolving Credit Lenders, the Additional Dollar Revolving Credit Lenders, the Initial Tranche F Term Lenders, the Consenting Tranche C Term Lenders and the Lenders party hereto, constituting the Required Lenders, hereby agree that (i) the Credit Agreement (excluding the exhibits and schedules thereto) is hereby amended,

 

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effective as of the 2016 Effective Date, to read in its entirety in the form of the Amended Credit Agreement attached as Exhibit A hereto and (ii) the Commitment Schedule to the Credit Agreement is hereby amended, effective as of the 2016 Effective Date, to read in its entirety in the form attached as Exhibit B hereto. As used in the Amended Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the 2016 Effective Date, mean or refer to the Amended Credit Agreement. As used in any other Loan Document, from and after the 2016 Effective Date, all references to the Credit Agreement in such Loan Documents shall, unless the context otherwise requires, mean or refer to the Amended Credit Agreement.

SECTION 7. Conditions Precedent to Effectiveness. (a) The effectiveness of this Amendment, the agreements of the Consenting Revolving Credit Lenders under Section 2 hereof, the agreements of the Consenting Tranche C Term Lenders under Section 5 hereof, the obligations of the Additional Revolving Credit Lenders to provide the Additional Dollar Revolving Credit Commitments, the obligations of the Initial Tranche F Term Lenders to make the Initial Tranche F Term Loans and the obligations of the Initial Tranche F Term Lenders to provide their Delayed Draw Term Loan Commitments shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “2016 Effective Date”):

(i) the Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, Holdings and the Subsidiaries of the Borrower party to the Credit Agreement on the date hereof, (ii) the Agent, (iii) the Consenting Revolving Credit Lenders, (iv) the Additional Dollar Revolving Credit Lenders, (v) the Initial Tranche F Term Lenders, (vi) the Consenting Tranche C Term Lenders and (vii) Lenders constituting the Required Lenders;

(ii) at the time of and immediately after giving effect to the Additional Dollar Revolving Credit Commitments and the making of the Initial Tranche F Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “2016 Effective Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to refer to the 2016 Transactions, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded;

(iii) the Agent shall have received a certificate dated as of the 2016 Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (ii) above;

 

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(iv) the Agent shall have received a notice of borrowing in accordance with Section 2.03 of the Credit Agreement;

(v) the Agent shall have received a solvency certificate in form and substance reasonably satisfactory to the Agent to the effect that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the 2016 Transactions, are solvent (within the meaning of Section 3.13 of the Credit Agreement);

(vi) the Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the 2015 Effective Date;

(vii) the Agent shall have received, at least three Business Day prior to the 2016 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested by the Agent, any Additional Revolving Credit Lender or any Initial Tranche F Term Lender at least five Business Days prior to the 2016 Effective Date; and

(viii) the Agent shall have received (x) payment of each of the fees set forth in Section 8 hereof and (y) payment of all fees and reimbursement of all expenses separately agreed in writing by the Borrower and the arrangers of the Additional Dollar Revolving Credit Commitments and the Tranche F Term Loan Commitments or required by Section 9.03 of the Credit Agreement or by any other Loan Document to be reimbursed by the Borrower on the 2016 Effective Date in connection with this Amendment and the transactions contemplated hereby to the extent invoiced at least one Business Day prior to the 2016 Effective Date.

The Agent shall notify the Borrower and the Lenders of the 2016 Effective Date, and such notice shall be conclusive and binding.

(b) The obligations of the Initial Tranche F Term Lenders to make the Delayed Draw Tranche F Term Loans shall be subject to the satisfaction or waiver of the following conditions precedent (the date on which such conditions precedent are so satisfied or waived, the “Delayed Draw Funding Date”):

(i) the 2016 Effective Date shall have occurred;

(ii) the Acquisition shall have been consummated or shall be consummated substantially concurrently with the making of the Delayed Draw Term Loans;

(iii) at the time of and immediately after giving effect to the making of the Delayed Draw Term Loans and the application of the proceeds thereof, each of the conditions set forth in Section 4.01(b) and Section 4.01(c) of the

 

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Amended Credit Agreement shall be satisfied; provided that, for purposes of the condition set forth in Section 4.01(b), the words “Second Restatement Date” set forth in Section 3.13(a) of the Credit Agreement shall be deemed to be “Delayed Draw Funding Date” in each place they appear therein, the words “Second Restatement Transactions” in Section 3.13(a) of the Credit Agreement shall be deemed to refer to the 2016 Transactions, and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded;

(iv) the Agent shall have received a certificate dated as of the Delayed Draw Funding Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in paragraph (iii) above;

(v) the Agent shall have received a notice of borrowing in accordance with Section 2.03 of the Credit Agreement; and

(vi) the Agent shall have received payment of all accrued and unpaid Delayed Draw Ticking Fees (as defined in the Amended Credit Agreement), if any.

SECTION 8. Fees. On the 2016 Effective Date, the Borrower shall pay to the Agent:

(a) for the account of each Existing Lender that executes and irrevocably delivers a signature page to this Amendment to the Agent (or its counsel) at or prior to 5:00, p.m., New York City time, on June 3, 2016, a fee (the “Consent Fees”), in an amount equal to 0.05% of the aggregate amount of Revolving Credit Commitments (whether used or unused) and outstanding Term Loans of such Lender on the 2016 Effective Date immediately prior to giving effect to this Amendment;

(b) for the account of each Consenting Revolving Credit Lender, a fee (the “Revolving Extension Fees”), in an amount equal to 0.50% of the amount of the Extended Dollar Revolving Credit Commitment and Extended Multicurrency Revolving Credit Commitment of such Lender on the 2016 Effective Date;

(c) for the account of each Additional Revolving Credit Lender, a fee (the “Revolving Upfront Fees”), in an amount equal to 2.00% of the amount of the Additional Dollar Revolving Credit Commitment of such Lender on the 2016 Effective Date;

(d) for the account of each Initial Tranche F Term Lender, a fee (the “Tranche F Upfront Fees”) in an amount equal to 0.75% of the aggregate principal amount of the Initial Tranche F Term Loans (for the avoidance of doubt, excluding any Extended Tranche C Term Loans) of such Initial Tranche F Term Lender on the 2016 Effective Date (which fee may be payable in the form of original issue discount);

 

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(e) for the account of each Initial Tranche F Term Lender, a fee (the “Tranche F Commitment Fees”) in an amount equal to 0.75% of the Delayed Draw Tranche F Term Loan Commitment of such Initial Tranche F Term Lender on the 2016 Effective Date; and

(f) for the account of each Consenting Tranche C Term Lender, a fee (the “Tranche C Extension Fees”) in an amount equal to 0.75% of the aggregate principal amount of the Extended Tranche C Term Loans of such Consenting Tranche C Term Lender on the 2016 Effective Date.

The Consent Fees, the Revolving Extension Fees, the Revolving Upfront Fees, the Tranche F Upfront Fees, the Tranche F Commitment Fees and the Tranche C Extension Fees shall be payable on the 2016 Effective Date in immediately available funds and, once paid, shall not be refundable under any circumstances.

SECTION 9. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, Holdings and the Borrower represent and warrant to each of the Lenders (including the Additional Revolving Credit Lenders and the Tranche F Term Lenders) and the Agent that (a) this Amendment has been duly authorized, executed and delivered by Holdings, the Borrower and the Subsidiaries of the Borrower party hereto, and this Amendment constitutes a legal, valid and binding obligation of Holdings, the Borrower and the Subsidiaries of the Borrower party hereto, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and to general principles of equity; (b) after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the 2016 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that, (i) in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof and (ii) for purposes of the representation in Section 3.13(a) of the Credit Agreement, the words “Second Restatement Date” in each place set forth therein shall be deemed to be “2016 Effective Date”, the words “Second Restatement Transactions” shall be deemed to refer to the 2016 Transactions and the parenthetical in Section 3.13(a) of the Credit Agreement shall be disregarded and (c) as of the 2016 Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing or would reasonably be expected to result from the establishment of the Additional Dollar Revolving Credit Commitments and the Tranche F Term Loan Commitments or the borrowing of the Tranche F Term Loans and the use of the proceeds thereof.

SECTION 10. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained

 

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in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the 2016 Effective Date, any reference to the Credit Agreement in any Loan Document, and the terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import in the Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 11. Acknowledgement and Consent. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Collateral Documents as originally executed, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Tranche F Term Loans and the Increased Revolving Credit Commitments and the loans and other extensions of credit thereunder); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the 2016 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof.

SECTION 12. Joint Lead Arrangers and Bookrunners. The joint lead arrangers and bookrunners listed on the cover page hereof shall not have any right, power, obligation, liability, responsibility or duty under this Amendment other than those applicable to all Lenders as such.

SECTION 13. Certain Post-Effectiveness Collateral Obligations. The Borrower shall deliver to the Agent each of the documents, and take each of the actions, specified in Schedule III hereto.

SECTION 14. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

 

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Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic method of transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

SECTION 15. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.

SECTION 16. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date first above written.

 

TRANSDIGM INC.
ACME AEROSPACE, INC.
ADAMS RITE AEROSPACE, INC.
AEROCONTROLEX GROUP, INC.
AEROSONIC LLC
AIRBORNE ACQUISITION, INC.
AIRBORNE GLOBAL, INC.
AIRBORNE HOLDINGS, INC.
AIRBORNE SYSTEMS NA INC.
AIRBORNE SYSTEMS NORTH AMERICA INC.
AIRBORNE SYSTEMS NORTH AMERICA OF CA INC.
AMSAFE GLOBAL HOLDINGS, INC.
AMSAFE, INC.
ARKWIN INDUSTRIES, INC.
AVIATION TECHNOLOGIES, INC.
AVIONIC INSTRUMENTS LLC
AVIONICS SPECIALTIES, INC.
AVTECHTYEE, INC.
BREEZE EASTERN LLC
BRIDPORT HOLDINGS, INC.
BRIDPORT-AIR CARRIER, INC.
BRUCE AEROSPACE INC.
CDA INTERCORP LLC
CEF INDUSTRIES, LLC
CHAMPION AEROSPACE LLC
DUKES AEROSPACE, INC.
ELECTROMECH TECHNOLOGIES LLC
HARCO LLC
HARTWELL CORPORATION
MARATHONNORCO AEROSPACE, INC.
MCKECHNIE AEROSPACE DE, INC.
MCKECHNIE AEROSPACE HOLDINGS, INC.
MCKECHNIE AEROSPACE INVESTMENTS, INC.
MCKECHNIE AEROSPACE US LLC
PEXCO AEROSPACE, INC.
PNEUDRAULICS, INC.
SCHNELLER LLC
SEMCO INSTRUMENTS, INC.
SHIELD RESTRAINT SYSTEMS, INC.
SKURKA AEROSPACE INC.
TELAIR INTERNATIONAL LLC
TELAIR US LLC
TEXAS ROTRONICS, INC.
TRANSICOIL LLC
WHIPPANY ACTUATION SYSTEMS, LLC
By:  

/s/ Sean P. Maroney

  Name:   Sean P. Maroney
  Title:   Treasurer

 

[Signature Page to Amendment No. 1]


TRANSDIGM GROUP INCORPORATED
By:  

/s/ Terrance M. Paradie

  Name:  

Terrance M. Paradie

  Title:  

Executive Vice President,

   

Chief Financial Officer and Treasurer

AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC.
By:  

/s/ Sean P. Maroney

  Name:  

Sean P. Maroney

  Title:  

Vice President and Treasurer

BRIDPORT ERIE AVIATION, INC.
By:  

/s/ Sean P. Maroney

  Name:  

Sean P. Maroney

  Title:  

Chairman of the Board and President

 

[Signature Page to Amendment No. 1]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent and as an Initial Tranche F Term Lender
by  

/s/ Robert Hetu

  Name:  Robert Hetu
  Title:    Authorized Signatory
by  

/s/ Warren Van Heyst

  Name:  Warren Van Heyst
  Title:    Authorized Signatory

 

[Signature Page to Amendment No. 1]


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    UAW Retiree Medical Benefits Trust
By: State Street Bank and Trust as Trustee

 

                by  

/s/ Maria Norton

    Name:   Maria Norton
    Title:   AVP

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    1776 CLO I, Ltd.

 

                by  

/s/ W.R. Poyle

    Name:   Ron Poyle
    Title:   Authorized Officer

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    5180-2 CLO LP
   By: Guggenheim Partners Investment Management, LLC, as Collateral Manager

 

                by  

/s/ Kaitlin Trinh

    Name:   Kaitlin Trinh
    Title:   Authorized Person

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    55 Loan Fund a series Trust of Multi Manager Global Investment Trust
   By: BlackRock Financial Management Inc., Its Investment Manager

 

                by  

/s/ Gina Forziati

    Name:   Gina Forziati
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    A Series Trust of Multi Manager Global Investment Trust - PIMCO Cayman Bank Loan Libor Plus Fund JPY Hedge
   By: Pacific Investment Management Company LLC, as its Investment Advisor

 

                by  

/s/ Arthur Y.D. Ong

    Name:   Arthur Y.D. Ong
    Title:   Executive Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    A Voce CLO, Ltd.
   By: Invesco Senior Secured Management, Inc. as Collateral Manager

 

                by  

/s/ Kevin Egan

    Name:   Kevin Egan
    Title:   Authorized Individual

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AAA Life Insurance Company

 

                by  

/s/ Colin Donlan

    Name:   Colin Donlan
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ABR Reinsurance LTD.
   By: BlackRock Financial Management, Inc., its Investment Manager

 

                by  

/s/ Gina Forziati

    Name:   Gina Forziati
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACA CLO 2007-1, LTD
   BY: Its Investment Advisor CVC Credit Partners, LLC

 

                by  

/s/ Gretchen Bergstresser

    Name:   Gretchen Bergstresser
    Title:   Senior Portfolio Manager

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2012-1, Ltd.
   By: American Capital CLO Management, LLC (f/k/a American Capital Leveraged Finance Management, LLC), its Manager

 

                by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2013-1, Ltd.
   By: American Capital CLO Management, LLC (f/k/a American Capital Leveraged Finance Management, LLC), its Manager

 

                by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2013-2, LTD
   By: American Capital CLO Management, LLC, its Manager

 

                by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2014-1, Ltd.
   By: American Capital CLO Management, LLC, its Manager

 

                by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2014-2, Ltd.
   By: American Capital CLO Management, LLC, its Manager

 

                by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2015-1, Ltd.
   By: American Capital CLO Management, LLC, its Collateral Manager

 

  by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO 2015-2, Ltd.
   By: American Capital CLO Management, LLC, its Collateral Manager

 

  by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO IX, Ltd.

 

  by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACAS CLO X, Ltd.
   By: American Capital CLO Management, LLC, as Collateral Manager

 

  by  

/s/ William Weiss

    Name:   William Weiss
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

ACE American Insurance Company

By: T. Rowe Price Associates, Inc. as investment advisor

 

  by  

/s/ Brian Burns

    Name:   Brian Burns
    Title:   Vice President

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

Ace European Group Limited

BY: BlackRock Financial Management, Inc., its Sub-Advisor

 

  by  

/s/ Gina Forziati

    Name:   Gina Forziati
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACE Property & Casualty Insurance Company
   BY: BlackRock Financial Management, Inc., its Investment Advisor

 

  by  

/s/ Gina Forziati

    Name:   Gina Forziati
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACIS CLO 2013-2 LTD
   By: Acis Capital Management, L.P., its Portfolio Manager
   By: Acis Capital Management GP, LLC, its general partner

 

  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACIS CLO 2013-1 LTD.

 

  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACIS CLO 2014-3, Ltd.
   By: Highland Capital Management, L.P., As Collateral Manager

 

  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACIS CLO 2014-4, Ltd.

 

  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACIS CLO 2014-5, Ltd.

 

  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ACIS CLO 2015-6, Ltd.

 

  by  

/s/ Carter Chism

    Name:   Carter Chism
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

Adirondack Park CLO Ltd.

By: GSO / Blackstone Debt Funds Management LLC as Collateral Manager

 

  by  

/s/ Thomas Iannarone

    Name:   Thomas Iannrone
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

AdvisorShares Pacific Asset Enhanced Floating Rate ETF

By: Pacific Life Fund Advisors LLC (doing business as Pacific Asset Management),

in its capacity as Sub-Adviser

By: Virtus Partners LLC, as attorney-in-fact

 

  by  

/s/ Annette Okumu

    Name:   Annette Okumu
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

/s/ Norman Yang

    Name:   Norman Yang
    Title:   Authorized Signatory


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Affiliated Independent Distributors, Inc.

 

  by  

/s/ Adam Brown

    Name:   Adam Brown
    Title:   Vice President

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

AGF Floating Rate Income Fund

By: Eaton Vance Management as Portfolio Manager

 

  by  

/s/ Michael Brotthof

    Name:   Michael Brotthof
    Title:   Vice President

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AIB Debt Management Ltd.                                        

 

  by  

/s/ Joseph Augustini

    Name:   Joseph Augustini
    Title:   Senior Vice President
      Investment Advisor to
      AIB Debt Management, Limited

 

  For any institution requiring a second signature line:
  by  

/s/ Stephen Beckett

    Name:   Stephen Beckett
    Title:   Assistant Vice President
      Investment Advisor to
      AIB Debt Management, Limited


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Allstate Insurance Company                                        

 

  by  

/s/ Chris Goergen

    Name:   Chris Goergen
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

/s/ Mark Pittman

    Name:   Mark Pittman
    Title:   Authorized Signatory


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Allstate Life Insurance Company                                        

 

  by  

/s/ Chris Goergen

    Name:   Chris Goergen
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

/s/ Mark Pittman

    Name:   Mark Pittman
    Title:   Authorized Signatory


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AIMCO CLO, Series 2014-A                                        

 

By:    Allstate Investment Management Company as Collateral Manager

 

  by  

/s/ Chris Goergen

    Name:   Chris Goergen
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

/s/ Mark Pittman

    Name:   Mark Pittman
    Title:   Authorized Signatory


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AIMCO CLO, Series 2015-A                                        

 

By:    Allstate Investment Management Company as Collateral Manager

 

  by  

/s/ Chris Goergen

    Name:   Chris Goergen
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
  by  

/s/ Mark Pittman

    Name:   Mark Pittman
    Title:   Authorized Signatory


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

AllianceBernstein Institutional Investments - AXA High Yield Loan II Portfolio

By: AllianceBernstein L.P., as Investment Advisor

 

  by  

/s/ Neil Ruffell

    Name:   Neil Ruffell
    Title:   VP - Corporate Actions

 

  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AllianceBernstein Institutional Investments - AXA High Yield Loan Portfolio
   BY: AllianceBernstein L.P., as Investment Advisor

 

                by  

/s/ Neil Ruffell

    Name:   Neil Ruffell
    Title:   VP - Corporate Actions

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ALM VII (R), Ltd.
  

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

 

                by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ALM VII (R)-2, Ltd.
  

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

 

  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Vice President
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ALM XII, Ltd.
  

By: Apollo Credit Management (CLO), LLC,

as Collateral Manager

 

  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Vice President
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ALM XIV, LTD.
   BY: Apollo Credit Management (CLO), LLC, as its collateral manager

 

  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Vice President
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ALM XVI, LTD.
   by Apollo Credit Management (CLO), LLC,
   as its collateral manager

 

                by  

/s/ Joseph Moroney

    Name:   Joseph Moroney
    Title:   Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ALM XVII, Ltd.
   by Apollo Credit Management (CLO), LLC, as its collateral manager

 

                by  

/s/ Joseph Moroney

    Name:   Joseph Moroney
    Title:   Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

SAPPHIRE VALLEY CDO I, LTD.

ST. JAMES RIVER CLO, LTD.

CLEAR LAKE CLO, LTD.

BABSON CLO LTD. 2007-I

BABSON CLO LTD. 2013-I

BABSON CLO LTD. 2015-II

By: Babson Capital Management LLC as Collateral Manager

 

                by  

/s/ Chad Campbell

    Name:   Chad Campbell
    Title:   Director


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

Name of Institution:   

AMBITION TRUST 2009

AMBITION TRUST 2011

BABSON CAPITAL FLOATING RATE INCOME MASTER FUND, L.P.

CITY OF NEW YORK GROUP TRUST

By: Babson Capital Management LLC as Investment Manager

 

                by  

/s/ Chad Campbell

    Name:   Chad Campbell
    Title:   Director

 

Name of Institution:   

BABSON CAPITAL GLOBAL LOANS LIMITED

By: Babson Capital Management LLC as Sub-Investment Manager

 

                by  

/s/ Chad Campbell

    Name:   Chad Campbell
    Title:   Director

 

Name of Institution:   

MAPLES TRUSTEE SERVICES (CAYMAN) LIMITED, solely in its capacity as trustee of BABSON CAPITAL SENIOR LOAN TRUST

By: Babson Capital Management LLC as Investment Adviser

 

                by  

/s/ Chad Campbell

    Name:   Chad Campbell
    Title:   Director

The foregoing is executed on behalf of the Babson Capital Senior Loan Trust, organized under a Declaration of Trust dated as of May 23, 2013, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall resort be had to the property of the Trustee. The total liability of the Trustee shall be limited to the amount of the trust property.


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

Name of Institution:   

C.M. LIFE INSURANCE COMPANY

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: Babson Capital Management LLC as Investment Adviser

 

                by  

/s/ Chad Campbell

    Name:   Chad Campbell
    Title:   Director

 

Name of Institution:   

BABSON GLOBAL CREDIT INCOME OPPORTUNITIES FUND, a series of Babson Capital Funds Trust

By: Babson Capital Management LLC as Investment Manager

 

                by  

/s/ Chad Campbell

    Name:   Chad Campbell
    Title:   Director

The foregoing is executed on behalf of Babson Global Credit Income Opportunities Fund, a series of Babson Capital Funds Trust, organized under an Agreement and Declaration of Trust dated May 3, 2013, as amended from time to time. The obligations of such series Trust are not personally binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, or any other series of the Trust but only the property and assets of the relevant series Trust shall be bound.


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    American General Life Insurance Company
   By: Invesco Senior Secured Management, Inc. as Investment Manager

 

                by  

/s/ Kevin Egan

    Name:   Kevin Egan
    Title:   Authorized Individual

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    American Home Assurance Company
   By: Invesco Senior Secured Management, Inc. as Investment Manager

 

                by  

/s/ Kevin Egan

    Name:   Kevin Egan
    Title:   Authorized Individual

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    American Honda Master Retirement Trust
   By: Wellington Management Company, LLP as its Investment Adviser

 

                by  

/s/ Donna Sirianni

    Name:   Donna Sirianni
    Title:   Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    American International Group, Inc. Retirement Plan Master Trust, Trust for Defined Benefit
  

By: PineBridge Investments LLC

As Investment Manager

 

                by  

/s/ Steven Oh

    Name:   Steven Oh
    Title:   Managing Director

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ameriprise Certificate Company

 

                by  

/s/ Steven B. Staver

    Name:   Steven B. Staver
    Title:   Assistant Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMJ Bank Loan Fund SERIES 2 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST

 

                by  

/s/ Jamie Donsky

    Name:   Jamie Donsky
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMMC CLO 15, LIMITED
   BY: American Money Management Corp., as Collateral Manager

 

                by  

/s/ David P. Meyer

    Name:   David P. Meyer
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMMC CLO 16, LIMITED
   By: American Money Management Corp.,
   as Collateral Manager

 

                by  

/s/ David P. Meyer

    Name:   David P. Meyer
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMMC CLO 17, LIMITED
   By: American Money Management Corp., as Collateral Manager

 

                by  

/s/ David P. Meyer

    Name:   David P. Meyer
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMMC CLO XI, LIMITED
   By: American Money Management Corp., as Collateral Manager

 

                by  

/s/ David P. Meyer

    Name:   David P. Meyer
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMMC CLO XII, LIMITED
   By: American Money Management Corp., as Collateral Manager

 

                by  

/s/ David P. Meyer

    Name:   David P. Meyer
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    AMMC CLO XIV, LIMITED

 

                by  

/s/ David P. Meyer

    Name:   David P. Meyer
    Title:   Senior Vice President

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 2012-1, Ltd.
   BY: Anchorage Capital Group, L.L.C., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 2013-1, Ltd.
   BY: Anchorage Capital Group, L.L.C., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 3, Ltd.
   BY: Anchorage Capital Group, L.L.C., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 4, Ltd.
   BY: Anchorage Capital Group, L.LC., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 5, Ltd.
   BY: Anchorage Capital Group, L.L.C., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 6, Ltd.
   BY: Anchorage Capital Group, L.L.C., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Anchorage Capital CLO 7, Ltd.
   BY: Anchorage Capital Group, L.L.C., its Investment Manager

 

                by  

/s/ Melissa Griffiths

    Name:   Melissa Griffiths
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Antares Asssetco LP                                        

 

                by  

/s/ David Colla

    Name:   David Colla
    Title:   Duly Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ANTHEM, INC. (FORMERLY KNOWN AS WELLPOINT, INC.)
   BY: ARES WLP MANAGEMENT L.P., ITS MANAGER
   BY: ARES WLP MANAGEMENT GP LLC, ITS GENERAL PARTNER

 

                by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Aon Hewitt Group Trust - High Yield Plus Bond Fund
   By: Bain Capital Credit, LP, as Manager

 

                by:  

/s/ Andrew Viens

    Name:   Andrew Viens
    Title:   Executive Vice President

 

  For any institution requiring a second signature line:
                by:  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CDO V
   BY: Its Investment Advisor CVC Credit Partners, LLC

 

                by  

/s/ Gretchen Bergstresser

    Name:   Gretchen Bergstresser
    Title:   Senior Portfolio Manager

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos Cinco CDO
   BY: Its Investment Adviser CVC Credit Partners, LLC

 

                by  

/s/ Gretchen Bergstresser

    Name:   Gretchen Bergstresser
    Title:   Senior Portfolio Manager

 

  For any institution requiring a second signature line:
                by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO IX
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO X
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO XI
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO XII
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO XIV
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO XIX
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO XV
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    APIDOS CLO XVI
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    APIDOS CLO XVII
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    APIDOS CLO XVIII
   BY: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    APIDOS CLO XX
   By: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    APIDOS CLO XXI
   By: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    APIDOS CLO XXII
   By: Its Collateral Manager CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

1. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apidos CLO XXIII
   By: Its Collateral Manager, CVC Credit Partners, LLC

 

                  by  

/s/ Gretchen Bergstresser

      Name:   Gretchen Bergstresser
      Title:   Senior Portfolio Manager
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apollo Credit Funding III Ltd.
   By: Apollo ST Fund Management LLC, its investment manager

 

                  by  

/s/ Joseph Glatt

      Name:   Joseph Glatt
      Title:   Vice President
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apollo Credit Funding IV Ltd.
  

By Apollo ST Fund Management, LLC,

as collateral manager

 

                  by  

/s/ Joseph Glatt

      Name:   Joseph Glatt
      Title:   Vice President
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apollo Credit Funding V Ltd.
   By: Apollo ST Fund Management LLC, as its collateral manager

 

                  by  

/s/ Joseph Glatt

      Name:   Joseph Glatt
      Title:   Vice President
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apollo Credit Funding VI Ltd.
   By Apollo ST Fund Management LLC, as its collateral manager

 

                  by  

/s/ Joseph Glatt

      Name:   Joseph Glatt
      Title:   Vice President
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Apollo TR US Broadly Syndicated Loan LLC
   By: Apollo Total Return Master Fund LP, its Member
   By: Apollo Total Return Advisors LP, its General Partner
   By: Apollo Total Return Advisors GP LLC, its General Partner

 

                  by  

/s/ Joseph Glatt

      Name:   Joseph Glatt
      Title:   Vice President
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Loomis Sayles Credit Opportunities Fund
   By: Loomis, Sayles & Company, L.P., Its Investment Manager
   By: Loomis, Sayles & Company, Incorporated, Its General Partner

 

                  by  

/s/ Mary McCarthy

      Name:   Mary McCarthy
      Title:   Vice President, Legal and Compliance Analyst
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Arch Investment Holdings III Ltd.
   BY: PineBridge Investments LLC As Collateral Manager

 

                  by  

/s/ Steven Oh

      Name:   Steven Oh
      Title:   Managing Director
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARCHES FUNDING ULC

 

                  by  

/s/ Mobasharul Islam

      Name:   Mobasharul Islam
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares Enhanced Credit Opportunities Fund B, LTD.
   BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS INVESTMENT MANAGER
   ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, ITS GENERAL PARTNER

 

                  by  

/s/ Daniel Hayward

      Name:   Daniel Hayward
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.
  

BY: ARES ENHANCED LOAN MANAGEMENT IR, L.P., AS PORTFOLIO MANAGER

BY: ARES ENHANCED LOAN IR GP, LLC, ITS GENERAL PARTNER

 

                  by  

/s/ Daniel Hayward

      Name:   Daniel Hayward
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES IIIR/IVR CLO LTD.
  

BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER

BY: ARES CLO GP IIR/IVR, LLC, ITS GENERAL PARTNER

 

                  by  

/s/ Daniel Hayward

      Name:   Daniel Hayward
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares Institutional Loan Fund B.V.
   BY: Ares Management Limited, as manager

 

                  by  

/s/ Daniel Hayward

      Name:   Daniel Hayward
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares Loan Trust 2011
   BY: ARES MANAGEMENT LLC, ITS INVESTMENT MANAGER

 

                  by  

/s/ Daniel Hayward

      Name:   Daniel Hayward
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES XI CLO LTD.
  

BY: ARES CLO MANAGEMENT XI, L.P., ITS ASSET MANAGER

By: ARES CLO GP XI, LLC, ITS GENERAL PARTNER

 

                  by  

/s/ Daniel Hayward

      Name:   Daniel Hayward
      Title:   Authorized Signatory
    For any institution requiring a second signature line:
    by  

 

      Name:  
      Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

ARES XXIII CLO LTD.

BY: ARES CLO MANAGEMENT XXIII, L.P., ITS ASSET MANAGER

   BY: ARES CLO GP XXIII, LLC, ITS GENERAL PARTNER
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

ARES XXIV CLO LTD.

BY: ARES CLO MANAGEMENT XXIV, L.P., ITS ASSET MANAGER

   BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES XXIX CLO LTD.
   By: Ares CLO Management XXIX, L.P., its Asset Manager
   By: Ares CLO GP XXIX, LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES XXV CLO LTD.
   BY: Ares CLO Management XXV, L.P., its Asset Manager
   By: Ares CLO GP XXV, LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES XXVI CLO LTD.
   BY: Ares CLO Management XXVI, L.P., its Collateral Manager
   By: Ares CLO GP XXVI, LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:   

ARES XXVII CLO LTD.

By: Ares CLO Management XXVII, L.P., its Asset Manager

   By: Ares CLO GP XXVII, LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES XXVIII CLO LTD.
   By: Ares CLO Management XXVIII, L.P., its Asset Manager
   By: Ares CLO GP XXVIII, LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ARES XXX CLO LTD.
   By: Ares CLO Management XXX, L.P., its Asset Manager
   By: Ares CLO GP XXX, LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXI CLO Ltd.
   By: Ares CLO Management XXXI, L.P., its Portfolio Manager
   By: Ares Management LLC, its General Partner
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXII CLO Ltd.
   By: Ares CLO Management XXXII, L.P., its Asset Manager
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXIII CLO Ltd.
   By: Ares CLO Management XXXIII, L.P., its Asset Manager
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXIV CLO Ltd.
   By: Ares CLO Management LLC, its collateral manager
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXV CLO Ltd.
   By: Ares CLO Management LLC, its asset manager
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXVII CLO Ltd.
   By: Ares CLO Management LLC, its asset manager
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ares XXXVIII CLO Ltd.
   By: Ares CLO Management II LLC, its asset manager
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Argo Re Ltd.
   By: Oaktree Capital Management, L.P.
   Its: Investment Manager
  by  

/s/ Peter Deschner

    Name:   Peter Deschner
    Title:   Senior Vice President
  For any institution requiring a second signature line:
  by  

/s/ Armen Panossian

    Name:   Armen Panossian
    Title:   Managing Director


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Argonaut Insurance Company
   By: Oaktree Capital Management, L.P.
   Its: Investment Manager
  by  

/s/ Peter Deschner

    Name:   Peter Deschner
    Title:   Senior Vice President
  For any institution requiring a second signature line:
  by  

/s/ Armen Panossian

    Name:   Armen Panossian
    Title:   Managing Director


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ascension Alpha Fund, LLC
   By: Pioneer Institutional Asset Management, Inc.
   As its adviser
  by  

/s/ maggie begley

    Name:   maggie begley
    Title:   Vice President and Associate General Counsel
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Ascension Health Master Pension Trust
   By: Pioneer Institutional Asset Management, Inc.
   As its adviser
  by  

/s/ maggie begley

    Name:   maggie begley
    Title:   Vice President and Associate General Counsel
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ASF1 Loan Funding LLC
   By: Citibank, N.A.,
  by  

/s/ Lauri Pool

    Name:   Lauri Pool
    Title:   Associate Director
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    ASIP (HOLDCO) IV S.À.R.L.
   BY: ASIP OPERATING MANAGER IV LLC, ITS INVESTMENT MANAGER
  by  

/s/ Daniel Hayward

    Name:   Daniel Hayward
    Title:   Authorized Signatory
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Aston Hill Voya Floating Rate Income Fund
   By: Voya Investment Management Co. LLC,
   as its portfolio advisor
  by  

/s/ Kelly Byrne

    Name:   Kelly Byrne
    Title:   VP
  For any institution requiring a second signature line:
  by  

 

    Name:  
    Title:  


      SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE TRANSDIGM INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

I. Election:

REVOLVING CREDIT LENDERS ONLY (Check Box “A” OR Box “B”)

 

A. ¨  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment but not to the extension of the maturity date of its existing Revolving Credit Commitments and Revolving Loans.

OR

 

B. ¨  CONSENT TO AMENDMENT AND TO EXTENSION OF REVOLVING CREDIT COMMITMENTS AND REVOLVING LOANS:

By checking this box, the undersigned Revolving Credit Lender hereby consents to the Amendment and, on the terms and subject to the conditions set forth in the Amendment, to the extension of the final maturity date with respect to all of its Revolving Credit Commitments and Revolving Loans.

TERM LENDERS ONLY

 

C. x  CONSENT TO AMENDMENT ONLY:

By checking this box, the undersigned Term Lender hereby consents to the Amendment.

 

  II. Signature:

 

Name of Institution:    Athene Annuity and Life Company
   BY: Athene Asset Management, L.P., its investment manager
   Apollo Capital Management, L.P., its sub-advisor
  by  

/s/ Joe Moroney

    Name:   Joe Moroney
    Title:   Authorized Signatory
  For any institutio