AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of February 15, 2012, relating to the CREDIT AGREEMENT dated as of February 14, 2011, among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, The subsidiaries of TransDigm Inc. from...
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1
AND
INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT
dated as of February 15, 2012,
relating to the
CREDIT AGREEMENT
dated as of February 14, 2011,
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
UBS SECURITIES LLC
and
RBC CAPITAL MARKETS
as Joint Lead Arrangers and Joint Bookrunners
and
UBS SECURITIES LLC
as Syndication Agent
AMENDMENT NO 1. AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of February 15, 2012 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of February 14, 2011 (the “Credit Agreement”) among TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), TRANSDIGM INC., a Delaware corporation (the “Borrower”), the subsidiaries of the Borrower from time to time party thereto, the Lenders party thereto, and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacities, the “Agent”).
A. Pursuant to the Merger Agreement (as defined below), AGH Acquisition, Inc., a wholly owned subsidiary of the Borrower, intends to merge (the “Merger”) with and into AmSafe Global Holdings, Inc. (the “Company”), with the Company surviving the Merger.
B. The Borrower has requested that (a) the Persons set forth on Schedule 1(a) hereto (the “Tranche B-2 Term Lenders”) make Incremental Term Loans in the form of Other Term Loans in an aggregate principal amount of $500,000,000 (the “Tranche B-2 Term Loans”) to the Borrower on the Tranche B-2 Effective Date (as defined below) and (b) certain provisions of the Credit Agreement be amended as set forth herein.
C. The Tranche B-2 Term Lenders are willing to make the Tranche B-2 Term Loans to the Borrower on the Tranche B-2 Effective Date on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein, and the undersigned Lenders are willing to so amend the Credit Agreement, on the terms and subject to the conditions set forth herein.
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 and not defined herein shall have the meanings assigned to such terms 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 following terms have the meanings specified below:
“Company Material Adverse Effect” means any effect, change, event, occurrence, development or circumstance (any such item, an “Effect”) that, individually or in the aggregate, is or would reasonably be expected to have a material adverse effect on or change in the financial condition, liabilities, business or results of operations of the Company and the Subsidiaries (as defined in the Merger Agreement), taken as a whole; provided, however, that no Effect caused by or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be a “Company Material Adverse Effect”: (a) any Effect affecting the economy of the United States generally, including changes in the credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any region or country in which the Company or any Subsidiaries
conducts business; (b) any Effect affecting the industries in which the Company and the Subsidiaries operate; (c) any Effect arising in connection with global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date of the Merger Agreement; (d) any failure, in and of itself, by the Company or any Subsidiary to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of the Merger Agreement (it being understood that the facts or occurrences giving rise to such failure may be deemed to constitute, or be taken into account in determining whether there has been or will be, a Company Material Adverse Effect); (e) compliance with, or any action required to be taken by the Company or any Subsidiary under the terms of the Merger Agreement; (f) any Effect that results from any action taken at the express prior request of Buyer (as defined in the Merger Agreement) or with Buyer’s prior consent, in each case with the approval of the Tranche B-2 Arrangers (not to be unreasonably withheld or delayed); (g) the announcement of the execution of the Merger Agreement, or the pendency of the Transactions (as defined in the Merger Agreement), including the effects of the Transactions (as defined in the Merger Agreement) on relationships with suppliers, Governmental Bodies (as defined in the Merger Agreement), employees, or other third-party relationships; (h) any change in Law (as defined in the Merger Agreement) or GAAP (as defined in the Merger Agreement) or interpretation thereof; (i) any breach by Buyer or Merger Sub of their obligations under the Merger Agreement; or (j) any change in budget or appropriations policies or amounts of any Governmental Body, unless, in the cases of clauses (a), (b), (c), (h) or (j) above, such changes would reasonably be expected to have a materially disproportionate impact on the financial condition, liabilities, business or results of operations of the Company and the Subsidiaries, taken as a whole, relative to other affected participants in the industries in which the Company and the Subsidiaries operate (in which case, only the incremental disproportionate impact shall be taken into account in determining whether there has been a Company Material Adverse Effect).
“Existing Company Indebtedness” means all Indebtedness of the Company and its subsidiaries other than (a) the Indebtedness set forth on Schedule 1(b) and (b) other Indebtedness agreed to by the Tranche B-2 Arrangers that would be permitted to be incurred by the Borrower and the Subsidiaries under the Credit Agreement (as amended hereby) on the Tranche B-2 Effective Date.
“Merger Agreement” means the Agreement and Plan of Merger dated as of January 20, 2012, among Holdings, the Borrower, AGH Acquisition, Inc., the Company, BSR LLC and Greenbriar Equity Fund II, L.P.
“Specified Representations” means the following: (a) the representations and warranties made by the Seller Group (as defined in the Merger Agreement) (or any of them) or the Company in the Merger Agreement as are material to the interests of the Tranche B-2 Lenders, but only to the extent that Holdings or the
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Borrower has the right to terminate its obligations under the Merger Agreement or decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement, (b) the representations and warranties set forth in Sections 3.01, 3.02 (but only to the extent applicable to the execution, delivery and performance by each Loan Party of, and to the authorization, validity and enforceability of, the Credit Agreement, this Agreement and the other Loan Documents executed on the Tranche B-2 Effective Date), 3.03, 3.07(a), 3.08, 3.12, 3.13, 3.16, 3.18, 3.19 and 3.20 of the Credit Agreement (as amended hereby) and (c) the representations and warranties set forth in Section 3.03 and 4.02 of the Guarantee and Collateral Agreement.
“Tranche B-2 Arrangers” means Credit Suisse Securities (USA) LLC, UBS Securities LLC and RBC Capital Markets1.
“Tranche B-2 Effective Date” means the date on which the conditions specified in Section 6 are satisfied (or waived in accordance with Section 9.02 of the Credit Agreement).
“Tranche B-2 Term Loan Commitment” means, with respect to each Tranche B-2 Term Lender, the commitment of such Tranche B-2 Term Lender to make Tranche B-2 Term Loans to the Borrower hereunder in an aggregate principal amount not to exceed the amount set forth under the heading “Tranche B-2 Term Loan Commitment” opposite such Tranche B-2 Term Lender’s name on Schedule 1(a). The aggregate principal amount of the Tranche B-2 Term Loan Commitments of all Tranche B-2 Term Lenders as of the Tranche B-2 Effective Date is $500,000,000.
“Tranche B-2 Transactions” means, collectively, (a) the execution, delivery and performance by each Loan Party of this Agreement, the Borrowing of the Tranche B-2 Term Loans hereunder, and the use of the proceeds thereof in accordance with the terms hereof, (b) the Merger and the other transactions contemplated by the Merger Agreement, including the repayment in full of all Existing Company Indebtedness, the termination of all commitments thereunder and the release and discharge of all guarantees thereof and Liens and security therefor and (c) the payment of fees and expenses incurred in connection with the foregoing (the “Transaction Costs”).
SECTION 2. Incremental Term Loan Commitments. (a) Each Tranche B-2 Term Lender hereby agrees, severally and not jointly, on the terms set forth herein and in the Credit Agreement and subject to the conditions set forth herein, to make Tranche B-2 Term Loans to the Borrower in an aggregate principal amount not to exceed its Tranche B-2 Term Loan Commitment. Amounts borrowed under this Section 2(a) and repaid or prepaid may not be reborrowed.
| 1 | RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates. |
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(b) The Incremental Term Loan Maturity Date for the Tranche B-2 Term Loans shall be the Term Loan Maturity Date and, for purposes of Section 2.08(b) of the Credit Agreement, the Tranche B-2 Term Loans shall amortize as provided in Schedule 2. Unless the context shall otherwise require, the Tranche B-2 Term Loans shall constitute “Incremental Term Loans” and “Other Term Loans”, and the Tranche B-2 Term Lenders shall constitute “Incremental Term Lenders” and “Lenders”, in each case for all purposes of the Credit Agreement and the other Loan Documents. For convenience of reference, the Term Loans made on the Closing Date and outstanding immediately prior to the Tranche B-2 Effective Date shall, on the Tranche B-2 Effective Date, be redesignated as “Tranche B-1 Term Loans”, as more fully set forth in Section 6 below.
(c) The proceeds of the Tranche B-2 Term Loans shall be used solely to finance the Merger (including the repayment in full of the Existing Company Indebtedness) in accordance with the terms of the Merger Agreement and to pay the Transaction Costs.
(d) Unless previously terminated, the Tranche B-2 Term Loan Commitments shall terminate upon the earliest to occur of (i) the making of the Tranche B-2 Term Loans on the Tranche B-2 Effective Date, (ii) 5:00 p.m., New York City time, on April 20, 2012, and (iii) the termination of the Merger Agreement or the public announcement by Holdings or the Borrower of its intention not to proceed with the Merger.
SECTION 3. Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions in proper alphabetical order therein:
“Specified Incremental Revolving Credit Commitments” means the Incremental Revolving Credit Commitments (under and as defined in the Existing Credit Agreement) in an aggregate amount equal to $65,000,000 established pursuant to the Incremental Revolving Credit Assumption Agreement dated as of February 15, 2012, relating to the Existing Credit Agreement.
“Tranche B-1 Term Loans” means the Term Loans made by the Lenders to the Borrower on the Closing Date pursuant to clause (a) of Section 2.01.
“Tranche B-2 Arrangers” has the meaning assigned to such term in the Tranche B-2 Term Loan Assumption Agreement.
“Tranche B-2 Effective Date” has the meaning assigned to such term in the Tranche B-2 Term Loan Assumption Agreement.
“Tranche B-2 Term Loan Assumption Agreement” means Amendment No. 1 and Incremental Term Loan Assumption Agreement dated as of February 15, 2012, relating to this Agreement.
“Tranche B-2 Term Loan Commitments” means the Incremental Term Loan Commitments in an aggregate amount of $500,000,000
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established pursuant to the Tranche B-2 Term Loan Assumption Agreement.
“Tranche B-2 Term Loans” means the Incremental Term Loans made by the Lenders to the Borrower pursuant to the Tranche B-2 Term Loan Assumption Agreement.
(b) The definition of “Incremental Term Loan Amount” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated as follows:
“Incremental Term Loan Amount” means, at any time, the excess, if any, of (a) $500,000,000 over (b) the sum of (i) the aggregate amount of all Incremental Term Loan Commitments (other than the Tranche B-2 Term Loan Commitments) established prior to such time pursuant to Section 2.20 and (ii) the aggregate amount of all Incremental Revolving Credit Commitments (under and as defined in the Existing Credit Agreement) (other than the Specified Incremental Revolving Credit Commitments) and Incremental Term Loan Commitments (under and as defined in the Existing Credit Agreement) established prior to such time pursuant to Section 2.24 of the Existing Credit Agreement.
(c) Section 1.01 of the Credit Agreement is hereby further amended by amending the definitions of the terms “Incremental Term Loans” and “Lender Presentation” by inserting the words “Tranche B-1” immediately before the words “Term Loans” in each instance in which they appear therein.
(d) The definition of the term “Class” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the words “Tranche B-1 Term Loans, Tranche B-2” immediately before the words “Term Loans or Other Term Loans” therein and (ii) inserting the words “Commitment to make Tranche B-1 Term Loans, a Tranche B-2” immediately before the words “Term Loan Commitment” therein.
(e) The definition of the term “Commitment” in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting the words “Tranche B-1” immediately before the words “Term Loans” in clause (a) thereof and (ii) replacing the words “and (b)” therein with the words “, (b) a Tranche B-2 Term Loan Commitment and (c)”.
(f) The definition of the term “Other Term Loans” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated as follows:
“Other Term Loans” means (a) with respect to the Tranche B-1 Term Loans, Incremental Term Loans that have terms different from the Tranche B-1 Term Loans, and (b) with respect to the Tranche B-2 Term Loans, Incremental Term Loans that have terms different from the Tranche B-2 Term Loans.
(g) The term “Term Loans” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the words “the term loans made by the Lenders to the Borrower pursuant to clause (a) of Section 2.01” with the words “, collectively, the Tranche B-1 Term Loans and the Tranche B-2 Term Loans”.
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(h) The term “Transactions” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting the words “(including the Borrowing of the Tranche B-2 Term Loans and the use of the proceeds thereof in accordance with the terms of the Tranche B-2 Incremental Assumption Agreement)” immediately before the comma at the end of clause (a) thereof.
(i) Section 1.02 of the Credit Agreement is hereby amended by inserting the words “Tranche B-1” immediately before the word “Term” in each instance in which it appears therein.
(j) Section 2.01(a) of the Credit Agreement is hereby amended by inserting the words “Tranche B-1” immediately before the words (i) “Term Loan” and (ii) “Term Loans” therein.
(k) Section 2.08(a) of the Credit Agreement is hereby amended by replacing the words “amount of the Term Loans” in each instance in which they appear with the words “amount of the Tranche B-1 Term Loans”.
(l) Section 2.09(d) of the Credit Agreement is hereby amended by (i) replacing the words “Closing Date” therein with the words “Tranche B-2 Effective Date” and (ii) inserting the words “Tranche B-2” immediately before the words “Term Loans” in each instance in which they appear therein.
(m) Section 2.20(a) of the Credit Agreement is hereby amended by deleting the words “term loans with terms different from the Term Loans (“Other Term Loans”)” and substituting therefor the words “Other Term Loans”.
(n) Section 2.20(d) of the Credit Agreement is hereby amended by (i) inserting the words “of the applicable Class” immediately before the words “on a pro rata basis” therein and (ii) inserting the word “applicable” immediately before the words “scheduled amortization percentages” therein.
(o) Section 3.13 of the Credit Agreement is hereby amended by (i) replacing the words “on the Closing Date” therein with the words “on each of the Closing Date and the Tranche B-2 Effective Date” and (ii) inserting the words “and the Tranche B-2 Effective Date, as applicable” immediately before the period at the end thereof.
(p) Section 9.03(a) of the Credit Agreement is hereby amended by inserting the words “the Tranche B-2 Arrangers,” immediately before the words “and their respective Affiliates” in clause (i) thereof.
(q) Section 9.03(b) of the Credit Agreement is hereby amended by inserting the words “, the Tranche B-2 Arrangers” immediately after the words “the Lead Arranger” therein.
SECTION 4. Other Agreements. The undersigned Lenders hereby agree that, notwithstanding anything to the contrary set forth in Section 2.20(c) or Article IV of the Credit Agreement, the only conditions to the making of the Tranche B-2 Term Loans shall be the conditions set forth in Section 6 below.
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SECTION 5. Representations and Warranties. To induce the other parties hereto to enter into this Agreement, each Loan Party hereby represents and warrants to the Agent and each of the other parties hereto that:
(a) The Tranche B-2 Transactions are within each applicable Loan Party’s organizational powers and have been duly authorized by all necessary organizational and, if required, stockholder action of such Loan Party. This Agreement has been duly executed and delivered by each applicable Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.
(b) At the time of and immediately after giving effect to the Tranche B-2 Transactions, (i) the representations and warranties set forth in Article III of the Credit Agreement (as amended hereby) and in each other Loan Document are true and correct in all material respects; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already modified or qualified by materiality in the text thereof and (ii) no Event of Default or Default has occurred and is continuing.
SECTION 6. Conditions to Effectiveness. The effectiveness of this Agreement and the obligations of the Tranche B-2 Term Lenders to make Tranche B-2 Term Loans are subject to the satisfaction or waiver of the following conditions precedent:
(a) Agreement and Loan Documents. The Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of a Joinder and a supplement to the Guarantee and Collateral Agreement from each applicable Loan Party and such other certificates, documents, instruments and agreements as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by a Tranche B-2 Term Lender pursuant to Section 2.07 of the Credit Agreement.
(b) USA PATRIOT Act. The Agent shall have received, at least five Business Days prior to the Tranche B-2 Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act that is requested by either Tranche B-2 Arranger, the Agent or any Tranche B-2 Lender at least 10 days prior to the Tranche B-2 Effective Date.
(c) Legal Opinion; Certificates. The Agent shall have received legal opinions, board resolutions and other closing certificates consistent with those delivered on the Closing Date.
(d) Fees. The Tranche B-2 Lenders, the Tranche B-2 Arrangers and the Agent shall have received all fees required to be paid, and all expenses for which
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invoices have been presented (including the reasonable documented fees and expenses of legal counsel), on or before the Tranche B-2 Effective Date.
(e) Existing Indebtedness. The Agent shall have received evidence (including pay-off letters) reasonably satisfactory to it in respect of the repayment in full of all Existing Company Indebtedness, the termination of all commitments thereunder and the release and discharge of all guarantees thereof, security in support thereof and Liens upon any of the property of the Company or any of its subsidiaries therefor.
(f) Solvency. The Agent shall have received a solvency certificate substantially in the form of Exhibit A hereto, executed by the chief financial officer of Holdings, in substance satisfactory to the Tranche B-2 Arrangers, certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Tranche B-2 Transactions and the other transactions contemplated hereunder to occur on the Tranche B-2 Effective Date, are solvent (within the meaning of Section 3.13 of the Credit Agreement).
(g) Perfection Certificate; Lien Searches. The Agent shall have received (i) a completed Perfection Certificate dated the Tranche B-2 Effective Date relating to the Company and its Subsidiaries and signed by a Responsible Officer of the Company, together with all attachments contemplated thereby and (ii) the results of recent lien searches in each of the jurisdictions contemplated by the Perfection Certificate and such search results shall reveal no material liens on any of the assets of the Loan Parties, except for Permitted Liens or Liens discharged on or prior to the Tranche B-2 Effective Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Agent.
(h) Perfection of Security Interests. All documents, agreements and instruments, and all such further actions, required by Section 5.11 of the Credit Agreement or by the Collateral Documents or under law or reasonably requested by the Agent to perfect the Agent’s first-priority security interest in the Collateral shall have been executed, delivered, taken and, if applicable, be in proper form for filing. The Agent, for the ratable benefit of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in the Collateral Documents, and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Permitted Liens; provided that notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the condition set forth in this Section 6(h) to be satisfied on or prior to the Tranche B-2 Effective Date, the requirements (other than (x) the execution and delivery by each applicable Loan Party of a Joinder, a supplement to the Guarantee and Collateral Agreement and a “short-form” intellectual property security agreement suitable for filing with the United States Copyright Office or the United States Patent and Trademark Office, (y) the receipt by the Agent of (A) the certificates representing the shares of Capital Stock of the Borrower and each domestic Subsidiary pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (B) each promissory note (if any) of Holdings, the Borrower and each domestic Subsidiary pledged to the Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, in each case to the extent not
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previously delivered in the appropriate form to the Agent in connection with the Existing Credit Agreement or the Credit Agreement and (z) the filing of Uniform Commercial Code financing statements in each jurisdiction contemplated by the Perfection Certificate to the extent not previously properly filed in connection with the Credit Agreement) are not satisfied as of the Tranche B-2 Effective Date, the satisfaction of such requirements shall not be a condition to the availability of the Tranche B-2 Term Loans on the Tranche B-2 Effective Date (but shall be required to be satisfied as promptly as practicable after the Tranche B-2 Effective Date and in any event within the period specified therefor on Schedule 7 or such later date as Agent may agree to in its reasonable discretion).
(i) No Company Material Adverse Effect. Except as contemplated by the Merger Agreement, there shall not have occurred any effect, event, change, occurrence, development or circumstance since December 31, 2011, that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(j) Specified Representations. The Specified Representations shall be true and correct on and as of the Tranche B-2 Effective Date in all material respects; provided that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.
(k) No Default. At the time of and immediately after giving effect to the Tranche B-2 Transactions, no Event of Default or Default shall have occurred and be continuing (other than any Default or Event of Default arising solely as a result of the breach of any representation or warranty that is not a Specified Representation).
(l) Merger. The Merger and the other Tranche B-2 Transactions shall have been, or substantially simultaneously with the initial funding of the Tranche B-2 Loans on the Tranche B-2 Effective Date shall be, consummated in accordance with, and on the terms described in the Merger Agreement, without giving effect to any material amendment, waiver or modification thereof, or material consent thereunder, that would be adverse in any material respect to the Tranche B-2 Lenders or either Tranche B-2 Arranger, unless approved in writing by the Tranche B-2 Arrangers, which approval may not be unreasonably withheld or delayed.
(m) Other Indebtedness. After giving effect to the Tranche B-2 Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Subsidiaries shall not have any outstanding Indebtedness or preferred stock other than (i) the Indebtedness under the Credit Agreement, (ii) Indebtedness under the Existing Credit Agreement, (iii) the Existing Notes and (iv) Indebtedness set forth on Schedule 1(b).
(n) Insurance. The Agent shall have received evidence of insurance coverage in form, scope and substance reasonably satisfactory to the Agent and otherwise in compliance with the terms of the Guarantee and Collateral Agreement.
(o) Borrowing Request. The Agent shall have received a notice of borrowing in accordance with Section 2.03 of the Credit Agreement.
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(p) Consolidated Secured Debt Ratio. At the time of and after giving event to the Tranche B-2 Transactions, the Consolidated Secured Debt Ratio shall be no greater than 4.00 to 1.00.
(q) Officer’s Certificate. The Agent shall have received a certificate dated as of the Effective Date and executed by a Financial Officer of the Borrower with respect to the conditions set forth in clauses (j), (k) and (p) above (including, in the case of clause (p), reasonably detailed calculations thereof).
The Agent shall notify the Borrower and the Lenders of the Tranche B-2 Effective Date, and such notice shall be conclusive and binding.
SECTION 7. Certain Post-Effectiveness Collateral Obligations. As promptly as practicable, and in any event within the time periods after the Tranche B-2 Effective Date specified on Schedule 7 or such later date as the Agent agrees to in its reasonable discretion, the Borrower and each other Loan Party will deliver the documents and take the actions specified on Schedule 7 that would have been required to be delivered or taken on or prior to the Tranche B-2 Effective Date but for the proviso to Section 6(h), to the extent the Borrower and each other Loan Party has been unable to deliver such items or take such actions on or prior to the Tranche B-2 Effective Date after having used commercially reasonable efforts to do so.
SECTION 8. Consent and Reaffirmation. The Borrower and each other Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby (a) agrees that, notwithstanding the effectiveness of this Agreement, the Guarantee and Collateral Agreement and each of the other Collateral Documents continue to be in full force and effect, (b) affirms and confirms its guarantee (in the case of a Guarantor) of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Loan Documents, and (c) acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, including the Tranche B-2 Term Loans.
SECTION 9. Effect of this Agreement. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Agreement shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the Tranche B-2 Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Agreement shall constitute a “Loan Document” and, to the extent it relates to the making of Tranche B-2 Loans, an “Incremental Term Loan Assumption Agreement”, in each case for all purposes of the Credit Agreement and the other Loan Documents.
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SECTION 10. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.
SECTION 11. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 12. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
| TRANSDIGM INC. | ||||
| by | ||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |||
| TRANSDIGM GROUP INCORPORATED | ||||
| by | ||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |||
| MARATHONNORCO AEROSPACE, INC. ▇▇▇▇▇ RITE AEROSPACE, INC. CHAMPION AEROSPACE LLC AVIONIC INSTRUMENTS LLC ▇▇▇▇▇▇ AEROSPACE INC. AEROCONTROLEX GROUP, INC. AVIATION TECHNOLOGIES, INC. TRANSICOIL LLC MALAYSIAN AEROSPACE SERVICES, INC. ▇▇▇▇▇ AEROSPACE INC. CEF INDUSTRIES, LLC ACME AEROSPACE, INC. SEMCO INSTRUMENTS, INC. ▇▇▇▇▇ AEROSPACE, INC. AIRCRAFT PARTS CORPORATION CDA INTERCORP LLC AVTECH CORPORATION ▇▇▇▇▇ INDUSTRIES, INC. ▇▇▇▇▇▇▇▇▇ AEROSPACE HOLDINGS, INC. ▇▇▇▇▇▇▇▇▇ AEROSPACE DE, INC. ▇▇▇▇▇▇▇▇▇ AEROSPACE US LLC ▇▇▇▇▇▇▇▇▇ AEROSPACE INVESTMENTS, INC. ▇▇▇▇▇▇▇▇ CORPORATION WESTERN SKY INDUSTRIES, LLC TEXAS ROTRONICS, INC. HARCO LABORATORIES, | ||||
| INCORPORATED ▇▇▇▇▇▇▇▇▇ HOLDINGS LLC ▇▇▇▇▇▇▇▇▇ INTERNATIONAL SALES CORP. ▇▇▇▇▇▇▇▇▇ LLC | ||||
| by | ||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Title: | Secretary and Treasurer | |||
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Agent and Lender, | ||||
| by | ||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇ | ||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |||
| Title: | Managing Director | |||
| by | ||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: | Associate | |||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Seaside National Bank & Trust | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | CCO & SVP | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Airlie CLO-2006-II Ltd. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Portfolio Manager | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
American Capital Asset Management | |||||||||
| as portfolio manager of ACAS CLO 2007-1, Ltd. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
||||||||||
| Apidos CDO I | ||||||||||
| Apidos CDO II | ||||||||||
| Apidos CDO III | ||||||||||
| Apidos CDO IV | ||||||||||
| Apidos Quattro CDO | ||||||||||
| Apidos CDO V | ||||||||||
| Apidos Cinco CDO | ||||||||||
| Apidos CLO VIII | ||||||||||
| ACA CLO 2005-1, LTD. | ||||||||||
| ACA CLO 2006-1, LTD. | ||||||||||
| ACA CLO 2006-2, LTD. | ||||||||||
| ACA CLO 2007-1, LTD | ||||||||||
| By their investment Adviser Apidos Capital Management, LLC | ||||||||||
| Whitney CLO I, LTD | ||||||||||
| Sierro CLO II, LTD | ||||||||||
| Shasta CLO I, LTD | ||||||||||
| San ▇▇▇▇▇▇▇ CLO I, LTD | ||||||||||
| By Apidos Capital Management, LLC on behalf of Resource Capital Asset Management (RCAM) | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LeverageSource V S.A.R.L | |||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Class A Manager | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Class B Manager | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Gulf Stream – Compass CLO 2007, Ltd. | |||||||||
| By: Gulf Stream Asset Management LLC As Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Apollo/JH Loan Portfolio, L.P. | |||||||||
| By: Apollo Credit Management II, L.P., its investment partner | ||||||||||
| By: Apollo Credit Management II GP, LLC, its general partner | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: |
||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Neptune Finance CCS, Ltd. | |||||||||
| By: Gulf Stream Asset Management LLC, As Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Gulf Stream – Sextant CLO 2007-1, Ltd. | |||||||||
| By: Gulf Stream Asset Management LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Gulf Stream – Sextant CLO 2006-1, Ltd. | |||||||||
| By: Gulf Stream Asset Management LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Gulf Stream – Compass CLO 2005-II, Ltd. | |||||||||
| By: Gulf Stream Asset Management LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
ALM Loan Funding 2010-3, Ltd. | |||||||||
| By: Apollo Credit Management (CLO), LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
ALM Loan Funding 2010-1, Ltd. | |||||||||
| By: Apollo Credit Management, LLC, its Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
ALM VI, Ltd. | |||||||||
| By: Apollo Credit Management (CLO), LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
ALM IV, Ltd. | |||||||||
| By: Apollo Credit Management (CLO), LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: ARES IIIR/IVR CLO LTD. | ||||||||||
| ARES IIIR/IVR CLO LTD. | ||||||||||
| BY: ARES CLO MANAGEMENT IIIR/IVR, L.P., ITS ASSET MANAGER | ||||||||||
| BY: ARES CLO GP IIIR/IVR, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES VR CLO LTD. | ||||||||||
| ARES VR CLO LTD. | ||||||||||
| BY: ARES CLO MANAGEMENT VR, L.P., ITS INVESTMENT MANAGER | ||||||||||
| BY: ARES CLO GP VR, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES VIR CLO LTD. | ||||||||||
| ARES VIR CLO LTD. | ||||||||||
| BY: ARES CLO MANAGEMENT VIR, L.P., ITS INVESTMENT MANAGER | ||||||||||
| BY: ARES CLO GP VIR, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES XI CLO LTD. | ||||||||||
| 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES NF CLO XIII LTD. | ||||||||||
| ARES NF CLO XIII LTD. | ||||||||||
| BY: ARES NF CLO XIII MANAGEMENT, L.P., ITS COLLATERAL MANAGER | ||||||||||
| BY: ARES NF CLO XIII MANAGEMENT LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES XVI CLO LTD. | ||||||||||
| ARES XVI CLO LTD. | ||||||||||
| BY: ARES CLO MANAGEMENT XVI, L.P., ITS ASSET MANAGER | ||||||||||
| BY: ARES CLO ▇▇ ▇▇▇, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES XXI CLO LTD. | ||||||||||
| ARES XXI CLO LTD. | ||||||||||
| BY: ARES CLO MANAGEMENT XXI, L.P., ITS INVESTMENT MANAGER | ||||||||||
| BY: ARES CLO GP XXI, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES XXII CLO LTD. | ||||||||||
| ARES XXII CLO LTD. | ||||||||||
| BY: ARES CLO MANAGEMENT XXII, L.P., ITS ASSET MANAGER | ||||||||||
| BY: ARES CLO GP XXII, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES SENIOR LOAN TRUST | ||||||||||
| ARES SENIOR LOAN TRUST | ||||||||||
| BY: ARES SENIOR LOAN TRUST MANAGEMENT, L.P., ITS INVESTMENT MANAGER | ||||||||||
| BY: ARES SENIOR LOAN TRUST MANAGEMENT, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | ||||||||||
| ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD. | ||||||||||
| BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT, L.P., ITS MANAGER | ||||||||||
| BY: ARES ENHANCED CREDIT OPPORTUNITIES FUND MANAGEMENT GP, LLC, AS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD. | ||||||||||
| ARES ENHANCED CREDIT OPPORTUNITIES FUND II, LTD. | ||||||||||
| BY: ARES ENHANCED CREDIT OPPORTUNITIES INVESTMENT MANAGEMENT II, LLC, ITS MANAGER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD. | ||||||||||
| 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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: FUTURE FUND BOARD OF GUARDIANS | ||||||||||
| FUTURE FUND BOARD OF GUARDIANS | ||||||||||
| BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV, L.P., ITS INVESTMENT MANAGER (ON BEHALF OF THE ▇▇▇▇ ▇▇ SUB ACCOUNT) | ||||||||||
| BY: ARES ENHANCED LOAN INVESTMENT STRATEGY ADVISOR IV GP, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: WELLPOINT, INC. | ||||||||||
| WELLPOINT, INC. | ||||||||||
| BY: ARES WLP MANAGEMENT, L.P., ITS INVESTMENT MANAGER | ||||||||||
| BY: ARES WLP MANAGEMENT GP, LLC, ITS GENERAL PARTNER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: GLOBAL LOAN OPPORTUNITY FUND B.V. | ||||||||||
| GLOBAL LOAN OPPORTUNITY FUND B.V. | ||||||||||
| BY: ARES MANAGEMENT LIMITED, ITS PORTFOLIO MANAGER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: ARES INSTITUTIONAL LOAN FUND B.V. | ||||||||||
| ARES INSTITUTIONAL LOAN FUND B.V. | ||||||||||
| BY: ARES MANAGEMENT LIMITED, AS MANAGER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND | ||||||||||
| SEI INSTITUTIONAL INVESTMENTS TRUST ENHANCED LIBOR OPPORTUNITIES FUND | ||||||||||
| BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| Name of Institution: SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND | ||||||||||
| SEI INSTITUTIONAL MANAGED TRUST ENHANCED INCOME FUND | ||||||||||
| BY: ARES MANAGEMENT LLC, AS PORTFOLIO MANAGER | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
AVENUE CLO II, LTD. | |||||||||
| AVENUE CLO III, LTD. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Portfolio Manager | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
BABSON CLO LTD. 2005-I | |||||||||
| BABSON CLO LTD. 2005-II | ||||||||||
| BABSON CLO LTD. 2005-III | ||||||||||
| BABSON CLO LTD. 2006-I | ||||||||||
| BABSON CLO LTD. 2006-II | ||||||||||
| BABSON CLO LTD. 2007-I | ||||||||||
| BABSON MID-MARKET CLO LTD. 2007-II | ||||||||||
| BABSON CLO LTD. 2008-II | ||||||||||
| BABSON CLO LTD. 2011-I | ||||||||||
| BABSON LOAN OPPORTUNITY CLO, LTD. | ||||||||||
| CLEAR LAKE CLO, LTD. | ||||||||||
| SAPPHIRE VALLEY CDO I, LTD. | ||||||||||
| ST. ▇▇▇▇▇ RIVER CLO, LTD. | ||||||||||
| SUMMIT LAKE CLO, LTD. | ||||||||||
| By: Babson Capital Management LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇ | |||||||||
| Title: | Director | |||||||||
| Name of Institution: | AMBITION TRUST 2009 | |||||||||
| By: Babson Capital Management LLC, as Investment Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇ | |||||||||
| Title: | Director | |||||||||
| Name of Institution: | DIAMOND LAKE CLO, LTD. | |||||||||
| By: Babson Capital Management LLC, as Collateral Servicer | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇ | |||||||||
| Title: | Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ||||||||||
| Ariel Reinsurance Company Ltd. | ||||||||||
| BlackRock Senior High Income Fund, Inc. | ||||||||||
| Allied World Assurance Company, Ltd. | ||||||||||
| JPMBI re Blackrock BankLoan Fund | ||||||||||
| BlackRock Floating Rate Income Trust | ||||||||||
| BlackRock Defined Opportunity Credit Trust | ||||||||||
| BlackRock Limited Duration Income Trust | ||||||||||
| BMI-CLO-I | ||||||||||
| BlackRock Funds II BlackRock Floating Rate Income Portfolio | ||||||||||
| BlackRock Senior Income Series II | ||||||||||
| BlackRock Senior Income Series IV | ||||||||||
| BlackRock Senior Income Series V Limited | ||||||||||
| BlackRock Debt Strategies Fund, Inc. | ||||||||||
| BlackRock Diversified Income Strategies Fund, Inc. | ||||||||||
| BlackRock Floating Rate Income Strategies Fund, Inc. | ||||||||||
| BlackRock Floating Rate Income Strategies Fund II, Inc. | ||||||||||
| BlackRock Global Investment Series: Income Strategies Portfolio | ||||||||||
| Alterra Bermuda Limited | ||||||||||
| Ironshore Inc. | ||||||||||
| Missouri State Employees’ Retirement System | ||||||||||
| BlackRock Senior Floating Rate Portfolio | ||||||||||
| By | ||||||||||
| /s/ C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | C. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ||||||||||
| BLUEMOUNTAIN CLO 2011-1 LTD | ||||||||||
| BY: BLUEMOUNTAINCAPITAL MANAGEMENT, LLC, Its Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Associate | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ||||||||||
| BLUEMOUNTAIN CLO LTD | ||||||||||
| BY: BLUEMOUNTAINCAPITAL MANAGEMENT, LLC, Its Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Associate | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ||||||||||
| BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FFUND L.P. | ||||||||||
| BY: BLUEMOUNTAINCAPITAL MANAGEMENT, LLC, Its Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Associate | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Green Island CBNA Loan Funding LLC | |||||||||
| By: Citibank, N.A. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CANARAS SUMMIT CLO LTD | |||||||||
| By: Canaras Capital Management LLC, as Sub-Investment Adviser | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE GLOBAL MARKET STRATEGIES CLO 2011-1, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE HIGH YIELD PARTNERS VIII, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE HIGH YIELD PARTNERS IX, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE HIGH YIELD PARTNERS X, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE ARNAGE CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE DAYTONA CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE VANTAGE CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CARLYLE VEYRON CLO, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | MOUNTAIN CAPITAL CLO V, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | MOUNTAIN CAPITAL CLO VI, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | FOOTHILL CLO I, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Cathay Bank | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | Senior Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CIT Bank | |||||||||
| By | ||||||||||
| /s/ ▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CIT CLO I LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | CIT Asset Management LLC | |||||||||
| Executive VP | ||||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | RiverSource Life Insurance Company | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Columbia Variable Portfolio – Strategic Income Fund | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Columbia Strategic Income Fund | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||||
| Name of Institution: | Centurion CDO 9 Limited | |||||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||||
| By | ||||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||||
| Title: | Director of Operations | |||||||||||
| For any Lender requiring a second signature line: | ||||||||||||
| By | ||||||||||||
| N/A | ||||||||||||
| Name: | ||||||||||||
| Title: | ||||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Centurion CDO 8 Limited | |||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Director of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Cent CDO 15 Limited | |||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Assistant Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Cent CDO 14 Limited | |||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Director of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Cent CDO 12 Limited | |||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Director of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Cent CDO XI Limited | |||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Director of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Cent CDO 10 Limited | |||||||||
| By: Columbia Management Investment Advisers, LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Director of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CRÉDIT INDUSTRIEL ET COMMERCIAL | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇’▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institutions: | ||||||||||
| Atrium V | ||||||||||
| By: Credit Suisse Asset Management, LLC, as Collateral Manager | ||||||||||
| Atrium VII | ||||||||||
| By: Credit Suisse Asset Management, LLC, as Collateral Manager | ||||||||||
| AustralianSuper | ||||||||||
| By: Credit Suisse Asset Management, LLC, as sub-adviser to ▇▇▇▇▇▇▇ Asset | ||||||||||
| Management Pty Ltd. In its capacity as agent of and investment manager for | ||||||||||
| AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper | ||||||||||
| ▇▇▇▇▇▇▇ Wholesale Syndicated Loan Fund | ||||||||||
| By: Credit Suisse Asset Management, LLC, as Agent (Sub Adviser) for | ||||||||||
| Challenger Investment Services Limited, the Responsible Entity for ▇▇▇▇▇▇▇ | ||||||||||
| Wholesale Syndicated Loan Fund | ||||||||||
| California State Teachers’ Retirement System | ||||||||||
| By: Credit Suisse Asset Management, LLC, as Investment Manager | ||||||||||
| Castle Garden Funding | ||||||||||
| By: Credit Suisse Asset Management, LLC, as Collateral Manager | ||||||||||
| Qualcomm Global Trading, Inc. | ||||||||||
| By: Credit Suisse Asset Management, LLC, as Investment Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | CREDIT SUISSE LOAN FUNDING LLC | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Denali Capital LLC, managing member of DC Funding Partners LLC, portfolio manager for DENALI CAPITAL CLO V, LTD. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Chief Credit Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Denali Capital LLC, managing member of DC Funding Partners LLC, | |||||||||
| collateral manager for DENALI CAPITAL CLO VI, LTD. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Chief Credit Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Denali Capital LLC, managing member of DC Funding Partners LLC, | |||||||||
| collateral manager for DENALI CAPITAL CLO VII, LTD. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Chief Credit Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Denali Capital LLC, managing member of DC Funding Partners LLC, | |||||||||
| collateral manager for Spring Road CLO 2007-1, LTD. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Chief Credit Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Deutsche Bank AG New York Branch | |||||||||
| By: DB Services New Jersey, Inc. | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Assistant Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Assistant Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Doral Money, Inc. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Doral CLO I Ltd. | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | MET Investors Series Trust – Met/▇▇▇▇▇ ▇▇▇▇▇ Floating Rate Portfolio | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Sub-Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Riversource Variable Series Trust – Variable Portfolio – ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Floating-Rate Income Fund | ||||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Sub-Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Innovation Trust 2009 | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Pacific Life Funds – PL Floating Rate Loan Fund | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Sub-Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Pacific Select Fund Floating Rate Loan Portfolio | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Sub-Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ Short Duration Diversified Income Fund | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ Floating-Rate Income Trust | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ Senior Floating-Rate Trust | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By |
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| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ VT Floating-Rate Income Fund | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ CDO X PLC | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ CDO IX Ltd. | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ CDO VIII, Ltd. | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ CDO VII PLC | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Interim Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ Institutional Senior Fund Loan | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ ▇▇▇▇▇ Senior Income Trust | |||||||||
| By: ▇▇▇▇▇ ▇▇▇▇▇ Management, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ & Co. | |||||||||
| By: Boston Management and Research, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Senior Debt Portfolio | |||||||||
| By: Boston Management and Research, as Investment Advisor | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund | |||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||||||
| ▇▇▇▇▇: | Deputy Treasurer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate | |||||||||
| Central Investment Portfolio | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||||||||
| ▇▇▇▇▇: | Deputy Treasurer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Pyramis Floating Rate High Income Commingled Pool | |||||||||
| By: Pyramis Global Advisors Trust Company, as Trustee | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Ballyrock CLO 2006-2 Limited | |||||||||
| By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Assistant Treasurer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Ballyrock CLO 2006-1 Limited | |||||||||
| By: Ballyrock Investment Advisors LLC, as Collateral Manager | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Assistant Treasurer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | GREYROCK CDO LTD. | |||||||||
| By: Aladdin Capital Management LLC, as Lender | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Designated Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
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| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | LANDMARK IX CDO LTD | |||||||||
| By: Aladdin Capital Management LLC, as Lender | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Designated Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | LANDMARK VIII CLO LTD | |||||||||
| By: Aladdin Capital Management LLC, as Lender | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Designated Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | LANDMARK V CDO LIMITED | |||||||||
| By: Aladdin Capital Management LLC, as Lender | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Designated Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Nantucket CLO 1 Ltd. | |||||||||
| By: Fortis Investment Management USA, Inc., as Attorney-in-Fact | ||||||||||
| By | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Torus Insurance Holdings Limited | |||||||||
| by ▇▇▇▇▇▇▇ Sachs Asset Management, L.P. solely as its investment advisor and not as principle | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | VP | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ Grumman Pension Master Trust | |||||||||
| by ▇▇▇▇▇▇▇ Sachs Asset Management, L.P. solely as its investment advisor and not as principle | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | VP | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust on behalf of the ▇▇▇▇▇▇▇ Sachs High Yield Floating | |||||||||
| Rate Fund by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, L.P. as investment advisor and not as principle | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | VP | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ABS Loans 2007 Limited, a subsidiary of ▇▇▇▇▇▇▇ Sachs Institutional Funds II PLC | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorised Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| /s/ Simon Firbank | ||||||||||
| Name: | Simon Firbank | |||||||||
| Title: | Authorised Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT CLO. PUBLIC LIMITED COMPANY | |||||||||
| By: ▇▇▇▇▇▇▇ Sachs Asset Manager, L.P., as Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | VP | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ CAPITAL MANAGEMENT CLO 2007-1, LTD, | |||||||||
| as a Lender | ||||||||||
| By: ▇▇▇▇▇ CAPITAL LLC, | ||||||||||
| as a Collateral Manager | ||||||||||
| By: | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ CAPITAL SENIOR LOAN OPPORTUNITY FUND, LTD. | |||||||||
| as a Lender | ||||||||||
| By: ▇▇▇▇▇ CAPITAL LLC, | ||||||||||
| as a Collateral Manager | ||||||||||
| By: | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ CAPITAL FUNDING CLO-8, Ltd | |||||||||
| as a Lender | ||||||||||
| By: ▇▇▇▇▇ CAPITAL PARTNERS MANAGEMENT LTD, | ||||||||||
| as a Collateral Manager | ||||||||||
| By: | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇ Capital Partners CLO 10, Ltd., | |||||||||
| as a Lender | ||||||||||
| By: GC Advisors LLC, its Agent | ||||||||||
| By: | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ||||||||||
| Halcyon Structured Asset Management CLO I LTD. | ||||||||||
| Halcyon Structured Asset Management Long Secured/Short Unsecured CLO 2006-1 LTD. | ||||||||||
| Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-1 LTD. | ||||||||||
| Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-3 LTD. | ||||||||||
| Halcyon Structured Asset Management Long Secured/Short Unsecured 2007-2 LTD. | ||||||||||
| Halcyon Loan Investors CLO I, LTD. | ||||||||||
| Halcyon Loan Investors CLO II, LTD. | ||||||||||
| BACCHUS (U.S.) 2006-1 LTD. | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Controller | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Renaissance Trust 2009 | |||||||||
| By: Highbridge Principal Strategies LLC | ||||||||||
| Its Sub-Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Highbridge Liquid Loan Opportunities Master Fund, L.P. | |||||||||
| By: Highbridge Principal Strategies LLC | ||||||||||
| Its Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Greenbriar CLO, Ltd | |||||||||
| By: Highland Capital Management, L.P., As Collateral Manager | ||||||||||
| By: Strand Advisors, Inc., | ||||||||||
| Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Children’s Healthcare of Atlanta, Inc. | |||||||||
| By: Highland Capital Management L.P., | ||||||||||
| As Investment Manager | ||||||||||
| By: Stand Advisors, Inc., Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Aberdeen Loan Funding Ltd | |||||||||
| By: Highland Capital Management, L.P., | ||||||||||
| As Collateral Manager | ||||||||||
| By: Strand Advisors, Inc., Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Gleneagles CLO, Ltd | |||||||||
| By: Highland Capital Management, L.P., | ||||||||||
| As Collateral Manager | ||||||||||
| By: Strand Advisors, Inc., Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇▇ CLO, Ltd. | |||||||||
| By: Highland Capital Management, L.P., | ||||||||||
| As Collateral Manager | ||||||||||
| By: Strand Advisors, Inc., | ||||||||||
| Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | Liberty CLO, Ltd. | |||||||||
| By: Highland Capital Management, L.P., | ||||||||||
| As Collateral Manager | ||||||||||
| By: Strand Advisors, Inc., Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| ING Prime Rate Trust | ||||||||||
| By: | ING Investment Management Co. LLC, |
|||||||||
| ING (L) Flex – Senior Loans | ||||||||||
| By: | ING Investment Management Co. LLC, |
|||||||||
| ING Investment Management CLO II, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| ING Investment Management CLO III, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| ING Investment Management CLO IV, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| ING Investment Management CLO V, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| ING IM CLO 2011-1, Ltd. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| Phoenix CLO I, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| Phoenix CLO II, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| Phoenix CLO III, LTD. | ||||||||||
| By: | ING Alternative Asset Management LLC, |
|||||||||
| By: | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ |
||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Vice President | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | AVALON CAPITAL LTD. 3 | |||||||||
| By: INVESCO Senior Secured Management, Inc., | ||||||||||
| As Asset Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | BELHURST CLO LTD. | |||||||||
| By: INVESCO Senior Secured Management, Inc., | ||||||||||
| As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
DIVERSIFIED CREDIT PORTFOLIO LTD. | |||||||||
| By: INVESCO Senior Secured Management, Inc., as Investment Advisor | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PowerShares Senior Loan Portfolio | |||||||||
| By: Invesco Senior Secured Management, Inc., As Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
▇▇▇▇▇▇ CANYON FUNDING II, LTD | |||||||||
| By: INVESCO Senior Secured Management, Inc., As Collateral Manager & Attorney InFact | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LIMEROCK CLO I | |||||||||
| By: INVESCO Senior Secured Management, Inc., As Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
MOSELLE CLO S.A. | |||||||||
| By: INVESCO Senior Secured Management, Inc., As Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Croton, Ltd. | |||||||||
| By: Invesco Senior Secured Management, Inc., As Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
NAUTIQUE FUNDING LTD. | |||||||||
| By: INVESCO Senior Secured Management, Inc., As Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
MSIM Peconic Bay, Ltd. | |||||||||
| By: Invesco Senior Secured Management, Inc., As Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
SARATOGA CLO I, LIMITED | |||||||||
| By: INVESCO Senior Secured Management, Inc., As the Asset Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
WASATCH CLO LTD | |||||||||
| By: INVESCO Senior Secured Management, Inc., As Portfolio Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Invesco Zodiac Funds – Invesco US Senior Loan Fund | |||||||||
| By: Invesco Management S.A As Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JPMorgan Chase Bank, N.A. | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
COMMINGLED PENSION TRUST FUND (HIGH YIELD) OF JPMORGAN CHASE BANK, N.A. | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JPMORGAN FLOATING RATE INCOME FUND | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JPMORGAN INCOME BUILDER FUND | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JPMORGAN CHASE BANK NA AS TRUSTEE OF THE JPMORGAN CHASE RETIREMENT PLAN | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | REMUDA CAPITAL MANAGEMENT, LTD. | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JPMORGAN TAX AWARE HIGH INCOME FUND | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
CONSUMER PROGRAM ADMINISTRATORS INC - BL | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| By | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
APOSTLE ▇▇▇▇▇▇ ▇▇▇▇▇▇ CREDIT OPPORTUNITIES FUND, As Lender | |||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., Its Investment Manager | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated, Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
APOSTLE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND, As Lender | |||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., Its Investment Manager | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated, Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ CLO I, LTD. | |||||||||
| As Lender | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., Its Collateral Manager | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated, Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
THE ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND, LLC, As Lender | |||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., Its Managing Member | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated, Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | NATIXIS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND, | |||||||||
| As Lender | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P., Its Investment Manager | ||||||||||
| By: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, Incorporated, Its General Partner | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | LATITUDE CLO III, LTD | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Senior Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LATITUDE CLO II, LTD | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Senior Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | LATITUDE CLO I, LTD | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Senior Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LCM III, Ltd. | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LCM IV, Ltd. | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | LCM V, Ltd. | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LCM VI, Ltd. | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LCM VIII Limited Partnership | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LCM IX Limited Partnership | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
▇▇▇▇▇▇’▇ Island CLO IV, Ltd. | |||||||||
| By: LCM Asset Management LLC As Collateral Manager |
||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
MainStay High Yield Corporate Bond Fund, a series of the MainStay Funds | |||||||||
| By: MacKay ▇▇▇▇▇▇▇ LLC, as Investment Advisor and not individually | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇ ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇ | |||||||||
| Title: | Senior Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JERSEY STREET CLO, LTD., By its Collateral Manager, Massachusetts Financial Services Company | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | As authorized representative and not individually | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
MARLBOROUGH STREET CLO, LTD., By its Collateral Manager, Massachusetts Financial Services Company | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||||||
| Title: | As authorized representative and not individually | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by |
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: | WIND RIVER CLO II – ▇▇▇▇ INVESTORS, LTD. | |||||||||
| By: | ▇▇▇▇▇▇▇▇▇ Investment Management, LLC, as Manager | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
MetLife Bank, N.A. | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
The Metropolitan Life Insurance Company | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LightPoint CLO IV, Ltd. | |||||||||
| By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income LLC as collateral manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LightPoint CLO V, Ltd. | |||||||||
| By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income LLC as collateral manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LightPoint CLO VII, Ltd. | |||||||||
| By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income LLC as collateral manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LightPoint CLO VIII, Ltd. | |||||||||
| By: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fixed Income LLC as collateral manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Virtus Senior Floating Rate Fund | |||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| New York Life Insurance Company | NYLIM Flatiron CLO 2006-1 Ltd. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-In-Fact | |||||||||
| By: | By: | |||||||||
| /s/ ▇▇▇ ▇▇▇ |
/s/ ▇▇▇ ▇▇▇ | |||||||||
| Name: | ▇▇▇ ▇▇▇ | Name: | ▇▇▇ ▇▇▇ | |||||||
| Title: | Vice President | Title: | Vice President | |||||||
| New York Life Insurance and Annuity Corporation By: New York Life Investment Management LLC, its Investment Manager |
Flatiron CLO 2007-1 Ltd. By: New York Life Investment Management LLC, as Collateral Manager and Attorney-In-Fact | |||||||||
| By: | By: | |||||||||
| /s/ ▇▇▇ ▇▇▇ |
/s/ ▇▇▇ ▇▇▇ | |||||||||
| Name: | ▇▇▇ ▇▇▇ | Name: | ▇▇▇ ▇▇▇ | |||||||
| Title: | Vice President | Title: | Vice President | |||||||
| MainStay Floating Rate Fund, | Silverado CLO 2006-II Limited | |||||||||
| a series of MainStay Funds Trust | By: New York Life Investment Management LLC, | |||||||||
| By: New York Life Investment Management LLC, | as Portfolio Manager and Attorney-in-Fact | |||||||||
| its Investment Manager | ||||||||||
| By: | By: | |||||||||
| /s/ ▇▇▇ ▇▇▇ |
/s/ ▇▇▇ ▇▇▇ | |||||||||
| Name: | ▇▇▇ ▇▇▇ | Name: | ▇▇▇ ▇▇▇ | |||||||
| Title: | Vice President | Title: | Vice President | |||||||
| MainStay VP Floating Rate Portfolio, | Flatiron CLO 2011-1 Ltd. | |||||||||
| a series of MainStay VP Funds Trust | By: New York Life Investment Management | |||||||||
| By: New York Life Investment Management LLC, | as Collateral Manager and Attorney-In-Fact | |||||||||
| its Investment Manager | ||||||||||
| By: | By: | |||||||||
| /s/ ▇▇▇ ▇▇▇ |
/s/ ▇▇▇ ▇▇▇ | |||||||||
| Name: | ▇▇▇ ▇▇▇ | Name: | ▇▇▇ ▇▇▇ | |||||||
| Title: | Vice President | Title: | Vice President | |||||||
| Wind River Reinsurance Company, Ltd. | ||||||||||
| By: New York Life Investment Management LLC, its Investment Manager |
||||||||||
| By: | ||||||||||
| /s/ ▇▇▇ ▇▇▇ |
||||||||||
| Name: | ▇▇▇ ▇▇▇ | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
OHA Park Avenue CLO I, Ltd. | |||||||||
| By: Oak Hill Advisors, L.P., as Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇. August | ||||||||||
| Name: | ▇▇▇▇▇ ▇. August | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Oak Hill Credit Partners V, Limited | |||||||||
| By: Oak Hill Advisors, L.P., as Portfolio Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇. August | ||||||||||
| Name: | ▇▇▇▇▇ ▇. August | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Oak Hill Credit Partners IV, Limited | |||||||||
| By: Oak Hill CLO Management IV, LLC, as Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇. August | ||||||||||
| Name: | ▇▇▇▇▇ ▇. August | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
ACE Tempest Reinsurance Ltd. | |||||||||
| By: Oaktree Capital Management, L.P. Its: Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
The Public School Retirement System of Missouri | |||||||||
| By: Oaktree Capital Management, L.P. Its: Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
The Public Education Employees Retirement System of Missouri | |||||||||
| By: Oaktree Capital Management, L.P. Its: Investment Manager | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Oaktree Loan Fund, L.P. | |||||||||
| By: Oaktree Loan Fund GP, L.P. Its: General Partner | ||||||||||
| By: Oaktree Fund GP IIA, LLC Its: General Partner | ||||||||||
| By: Oaktree Fund ▇▇ ▇▇, L.P. Its: Managing Member | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Oaktree Senior Loan Fund, L.P. | |||||||||
| By: Oaktree Senior Loan Fund GP, L.P. Its: General Partner | ||||||||||
| By: Oaktree Fund GP IIA, LLC Its: General Partner | ||||||||||
| By: Oaktree Fund ▇▇ ▇▇, L.P. Its: Managing Member | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇ ▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇ ▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||||||||
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
TRALEE CDO I LTD | |||||||||
| by
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Funds: PIMCO Total Return Fund | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Funds: PIMCO Diversified Income Fund | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor, acting through Investors Fiduciary Trust Company in the Nominee Name of IFTCO | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Income Fund (Multi Sector) | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Cayman Bank Loan Fund | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Funds: Private Account Portfolio Series | |||||||||
| Senior Floating Rate Portfolio | ||||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Funds: PIMCO Senior Floating Rate Fund | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Funds: PIMCO Credit Absolute Return Fund | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Portola CLO, Ltd. | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Fairway Loan Funding Company | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||||||
| Name of Institution: |
Mayport CLO Ltd. (#6895) | |||||||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||||||
| Title: | Executive Vice President | |||||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Virginia Retirement System | |||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PIMCO Funds Global Investors Series plc: | |||||||||
| Diversified Income Duration Hedged Fund | ||||||||||
| By: Pacific Investment Management Company LLC, as its Investment Advisor | ||||||||||
| By:
|
/s/ ▇▇▇▇▇▇ Y.D. ▇▇▇ | |||||||||
| Name: | ▇▇▇▇▇▇ Y.D. Ong | |||||||||
| Title: | Executive Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Galaxy XI CLO, Ltd. | |||||||||
| By: PineBridge Investments LLC As Collateral Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Fire and Police Pension Fund, San Antonio | |||||||||
| By: PineBridge Investments LLC Its Investment Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Arch Investment Holdings III Ltd. | |||||||||
| By: PineBridge Investments LLC As Collateral Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
VALIDUS REINSURANCE LTD | |||||||||
| By: PineBridge Investments LLC Its Investment Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PineBridge Bank Loan Fund Ltd. | |||||||||
| By: PineBridge Investments LLC Its Investment Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Saturn CLO, Ltd. | |||||||||
| By: PineBridge Investments LLC Its Collateral Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Galaxy X CLO, LTD | |||||||||
| By: PineBridge Investments LLC Its Collateral Manager | ||||||||||
| by
|
/s/ ▇▇▇▇▇▇ Oh | |||||||||
| Name: | ▇▇▇▇▇▇ Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Galaxy VIII CLO, LTD | |||||||||
| By: PineBridge Investments LLC Its Collateral Manager | ||||||||||
| by
|
/s/ Steven Oh | |||||||||
| Name: | Steven Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Galaxy VII CLO, LTD | |||||||||
| By: PineBridge Investments LLC Its Collateral Manager | ||||||||||
| by
|
/s/ Steven Oh | |||||||||
| Name: | Steven Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Galaxy VI CLO, LTD | |||||||||
| By: PineBridge Investments LLC Its Collateral Manager | ||||||||||
| by
|
/s/ Steven Oh | |||||||||
| Name: | Steven Oh | |||||||||
| Title: | Managing Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JNL/PPM America Floating Rate Income Fund, | |||||||||
| a series of the JNL Series Trust | ||||||||||
| By: PPM America, Inc., as sub-adviser | ||||||||||
| by
|
/s/ Chris Kappas | |||||||||
| Name: | Chris Kappas | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
PPM GRAYHAWK, CLO LTD | |||||||||
| by
|
/s/ Chris Kappas | |||||||||
| Name: | Chris Kappas | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Cole Brook CBNA Loan Funding LLC | |||||||||
| by
|
/s/ Malia Baynes | |||||||||
| Name: | Malia Baynes | |||||||||
| Title: | ATTORNEY-IN-FACT | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
BEACON HILL FUNDING | |||||||||
| by
|
/s/ Richard Taylor | |||||||||
| Name: | Richard Taylor | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
N/A | |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Raymond James Bank, N.A. | |||||||||
| by
|
/s/ Steven Paley | |||||||||
| Name: | Steven Paley | |||||||||
| Title: | Senior Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Race Point IV CLO, Ltd. | |||||||||
| By: Sankaty Advisors, LLC as Collateral Manager | ||||||||||
| by
|
/s/ Andrew S. Viens | |||||||||
| Name: | Andrew S. Viens | |||||||||
| Title: | Sr. Vice President of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Race Point III CLO | |||||||||
| By: Sankaty Advisors, LLC as Collateral Manager | ||||||||||
| by
|
/s/ Andrew S. Viens | |||||||||
| Name: | Andrew S. Viens | |||||||||
| Title: | Sr. Vice President of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Nash Point CLO | |||||||||
| By: Sankaty Advisors, LLC as Collateral Manager | ||||||||||
| by
|
/s/ Andrew S. Viens | |||||||||
| Name: | Andrew S. Viens | |||||||||
| Title: | Sr. Vice President of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Chatham Light II CLO, Limited | |||||||||
| By: Sankaty Advisors, LLC as Collateral Manager | ||||||||||
| by
|
/s/ Andrew S. Viens | |||||||||
| Name: | Andrew S. Viens | |||||||||
| Title: | Sr. Vice President of Operations | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Baker Street CLO II Ltd. | |||||||||
| By: Seix Investment Advisors LLC, as Collateral Manager | ||||||||||
| Ridgeworth Funds – Seix Floating Rate High Income Fund | ||||||||||
| By: Seix Investment Advisors LLC, as Subadviser | ||||||||||
| Rochdale Fixed Income Opportunities Portfolio | ||||||||||
| By: Seix Investment Advisors LLC, as Subadviser | ||||||||||
| as Lenders | ||||||||||
| By:
|
/s/ George Goudelias | |||||||||
| Name: | George Goudelias | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
San Joaquin County Employees’ Retirement Association | |||||||||
| by
|
/s/ Adam J. Shapiro | |||||||||
| Name: | Adam J. Shapiro | |||||||||
| Title: | General Counsel | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Libra Global Limited | |||||||||
| by
|
/s/ Adam J. Shapiro | |||||||||
| Name: | Adam J. Shapiro | |||||||||
| Title: | General Counsel | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
JHF II-Multi Sector Bond Fund | |||||||||
| by
|
/s/ Adam J. Shapiro | |||||||||
| Name: | Adam J. Shapiro | |||||||||
| Title: | General Counsel | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Harbor Global Funds PLC – Stone Harbor Leveraged Loan Portfolio | |||||||||
| by
|
/s/ Adam J. Shapiro | |||||||||
| Name: | Adam J. Shapiro | |||||||||
| Title: | General Counsel | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Cornerstone CLO Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by
|
/s/ Michael W. DelPercio | |||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by
|
| |||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Rampart CLO 2007 Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Rampart CLO 2006-1 Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower CLO III Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower CLO IV Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower CLO V Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower CLO VI Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower CLO VII Ltd. | |||||||||
| By Stone Tower Debt Advisors LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower Credit Funding I Ltd. | |||||||||
| By Stone Tower Fund Management LLC | ||||||||||
| As Its Collateral Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Falcon Senior Loan Fund | |||||||||
| By Stone Tower Fund Management LLC | ||||||||||
| As Its Investment Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Stone Tower Loan Trust 2010 | |||||||||
| By Stone Tower Fund Management LLC | ||||||||||
| As Its Investment Manager | ||||||||||
| by | ||||||||||
| /s/ Michael W. DelPercio | ||||||||||
| Name: | Michael W. DelPercio | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
TETON FUNDING, LLC | |||||||||
| By: SunTrust Bank, its Manager | ||||||||||
| by | ||||||||||
| /s/ Douglas Weltz | ||||||||||
| Name: | Douglas Weltz | |||||||||
| Title: | Vice President | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
SunTrust Bank | |||||||||
| by | ||||||||||
| /s/ Katherine Bass | ||||||||||
| Name: | Katherine Bass | |||||||||
| Title: | Director | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| This consent is made by the following Lender, acting through the undersigned investment advisor: | ||||||||||
| Name of Institution: |
T. Rowe Price Institutional Floating Rate Fund | |||||||||
| By: | ||||||||||
| /s/ Brian Rubin | ||||||||||
| Name: | Brian Rubin | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| NA | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| This consent is made by the following Lender, acting through the undersigned investment advisor: | ||||||||||
| Name of Institution: |
T. Rowe Price Floating Rate Fund, Inc. | |||||||||
| By: | ||||||||||
| /s/ Brian Rubin | ||||||||||
| Name: | Brian Rubin | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| NA | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| This consent is made by the following Lender, acting through the undersigned investment advisor: | ||||||||||
| Name of Institution: |
ACE American Insurance Company | |||||||||
| By: T. Rowe Price Associates, Inc. as investment advisor | ||||||||||
| /s/ Brian Rubin | ||||||||||
| Name: | Brian Rubin | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| NA | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Founders Grove CLO, Ltd. | |||||||||
| By: Tall Tree Investment Management, LLC | ||||||||||
| /s/ Michael J. Starshak Jr. | ||||||||||
| Name: | Michael J. Starshak Jr. | |||||||||
| Title: | Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Grant Grove CLO, Ltd. | |||||||||
| By: | Tall Tree Investment Management, LLC | |||||||||
| /s/ Michael J. Starshak Jr. | ||||||||||
| Name: | Michael J. Starshak Jr. | |||||||||
| Title: | Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Muir Grove CLO, Ltd. | |||||||||
| By: | Tall Tree Investment Management, LLC | |||||||||
| /s/ Michael J. Starshak Jr. | ||||||||||
| Name: | Michael J. Starshak Jr. | |||||||||
| Title: | Officer | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Trimaran CLO IV Ltd | |||||||||
| By Trimaran Advisors, L.L.C. | ||||||||||
| by | ||||||||||
| /s/ Dominick J. Mazzitelli | ||||||||||
| Name: | Dominick J. Mazzitelli | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Trimaran CLO V Ltd | |||||||||
| By Trimaran Advisors, L.L.C. | ||||||||||
| by | ||||||||||
| /s/ Dominick J. Mazzitelli | ||||||||||
| Name: | Dominick J. Mazzitelli | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Trimaran CLO VI Ltd | |||||||||
| By Trimaran Advisors, L.L.C. | ||||||||||
| by | ||||||||||
| /s/ Dominick J. Mazzitelli | ||||||||||
| Name: | Dominick J. Mazzitelli | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Trimaran CLO VII Ltd | |||||||||
| By Trimaran Advisors, L.L.C. | ||||||||||
| by | ||||||||||
| /s/ Dominick J. Mazzitelli | ||||||||||
| Name: | Dominick J. Mazzitelli | |||||||||
| Title: | Managing Director | |||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
LeverageSource III S.a.r.l. | |||||||||
| by | ||||||||||
| /s/ Jose Mayorga | ||||||||||
| Name: | Jose Mayorga | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Each of the persons listed on Annex A, Severally but not jointly, as a Lender | ||||||||||
| By: | Wellington Management Company, | |||||||||
| LLP, as its Investment Adviser | ||||||||||
| By: | /s/ Steven M. Hoffman | |||||||||
| Name: Steven M. Hoffman | ||||||||||
| Title: Vice President and Counsel | ||||||||||
ANNEX A
Global Indemnity (Cayman) Limited
Stellar Performer Global Series W – Global Credit
SunAmerica Senior Floating Rate Fund, Inc.
Wellington Trust Company, National Association Multiple Common Trust Funds Trust – Opportunistic Fixed Income Allocation Portfolio
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Wells Fargo Bank, National Association | |||||||||
| by | ||||||||||
| /s/ Jill Hamilton | ||||||||||
| Name: | Jill Hamilton | |||||||||
| Title: | Vice President | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
OCEAN TRAILS CLO I | |||||||||
| By: | West Gate Horizons Advisors LLC, | |||||||||
| as Collateral Manager | ||||||||||
| By: | ||||||||||
| /s/ Cheryl A. Wasilewski | ||||||||||
| Name: | Cheryl A. Wasilewski | |||||||||
| Title: | Senior Credit Analyst | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
OCEAN TRAILS CLO II | |||||||||
| By: | West Gate Horizons Advisors LLC, | |||||||||
| as Investment Manager | ||||||||||
| By: | ||||||||||
| /s/ Cheryl A. Wasilewski | ||||||||||
| Name: | Cheryl A. Wasilewski | |||||||||
| Title: | Senior Credit Analyst | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
WG HORIZONS CLO I | |||||||||
| By: | West Gate Horizons Advisors LLC, | |||||||||
| as Manager | ||||||||||
| By: | ||||||||||
| /s/ Cheryl A. Wasilewski | ||||||||||
| Name: | Cheryl A. Wasilewski | |||||||||
| Title: | Senior Credit Analyst | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
VRS Bank Loan | |||||||||
| By: Western Asset Management Company acting as Investment Manager and Agent on behalf of VRS Bank Loan | ||||||||||
| by | ||||||||||
| /s/ Rachel J. de los Santos | ||||||||||
| Name: | Rachel J. de los Santos | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
John Hancock Fund II Floating Rate Income Fund | |||||||||
| By: Western Asset Management Company acting as Investment Manager and Agent on behalf of John Hancock Fund II Floating Rate Income Fund | ||||||||||
| by | ||||||||||
| /s/ Rachel J. de los Santos | ||||||||||
| Name: | Rachel J. de los Santos | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Mt. Wilson CLO, Ltd. | |||||||||
| By: Western Asset Management Company acting as Investment Manager and Agent on behalf of Mt. Wilson CLO, Ltd. | ||||||||||
| by | ||||||||||
| /s/ Rachel J. de los Santos | ||||||||||
| Name: | Rachel J. de los Santos | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
Mt. Wilson CLO II, Ltd. | |||||||||
| By: Western Asset Management Company acting as Investment Manager and Agent on behalf of Mt. Wilson CLO II, Ltd. | ||||||||||
| by | ||||||||||
| /s/ Rachel J. de los Santos | ||||||||||
| Name: | Rachel J. de los Santos | |||||||||
| Title: | Authorized Signatory | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
| N/A | ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
WhiteHorse III, Ltd | |||||||||
| By: WhiteHorse Capital Partners, L.P. | ||||||||||
| As Collateral Manager | ||||||||||
| By: WhiteRock Asset Advisor, LLC, its GP | ||||||||||
| By | ||||||||||
| /s/ Jay Carvell | ||||||||||
| Name: | Jay Carvell | |||||||||
| Title: | Manager | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
| SIGNATURE PAGE TO AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT DATED AS OF THE DATE FIRST WRITTEN ABOVE, RELATING TO THE TRANSDIGM INC. CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 | ||||||||||
| Name of Institution: |
WhiteHorse IV, Ltd | |||||||||
| By: WhiteHorse Capital Partners, L.P. |
||||||||||
| As Collateral Manager | ||||||||||
| By: WhiteRock Asset Advisor, LLC, its GP |
||||||||||
| By | ||||||||||
| /s/ Jay Carvell | ||||||||||
| Name: | Jay Carvell | |||||||||
| Title: | Manager | |||||||||
| For any Lender requiring a second signature line: | ||||||||||
| by | ||||||||||
|
| ||||||||||
| Name: | ||||||||||
| Title: | ||||||||||
SCHEDULE 1(a)
Term Loan Commitment
| Tranche B-2 Term Lender |
Tranche B-2 |
|||
| Credit Suisse AG, Cayman Islands Branch |
$ | 500,000,000 | ||
|
|
|
|||
| TOTAL |
$ | 500,000,000 | ||
|
|
|
|||
SCHEDULE 1(b)
Surviving Debt
| LC No. |
Amount | Expiration Date | Beneficiary |
Currency | ||||||
| CPCS-954308 |
$ | 14,098.04 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954309 |
$ | 120,420.66 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954310 |
$ | 55,909.27 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954311 |
$ | 172,859.78 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954312 |
$ | 86,287.37 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954314 |
$ | 72,474.48 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954315 |
$ | 5,863.88 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-954317 |
$ | 16,136.82 | 9/19/2012 | State Bank of India | GBP | |||||
| CPCS-962213 |
$ | 90,000.00 | 9/27/2012 | Western Surety | ||||||
| CPCS-954313 |
$ | 95,000.00 | 7/25/2012 | Aetna Ins. | ||||||
| CPCS-339317 |
$ | 500,000.00 | 1/19/2013 | National Westminster Bank PLC | ||||||
| LC No. |
Amount | Expiration Date | Beneficiary |
Currency | ||||||
| NZS-680057 |
$ | 10,243.66 | 12/3/2013 | State Bank of India | GBP | |||||
| NZS-639244 |
$ | 54,775.20 | 6/13/2012 | State Bank of India | GBP | |||||
| NZS-640731 |
$ | 76,443.00 | 10/26/2012 | State Bank of India | GBP | |||||
| NZS-646976 |
$ | 109,731.34 | 9/26/2012 | State Bank of India | GBP | |||||
| NZS-650109 |
$ | 35,491.19 | 1/31/2012 | State Bank of India | GBP | |||||
| NZS-654418 |
$ | 8,949.43 | 2/29/2012 | State Bank of India | GBP | |||||
| NZS-660753 |
$ | 46,006.78 | 7/5/2012 | State Bank of India | GBP | |||||
| NZS-679134 |
$ | 3,722.39 | 10/31/2013 | State Bank of India | GBP | |||||
| NZS-607658 |
$ | 500,000.00 | 10/1/2012 | National Westminster Bank PLC | USD | |||||
SCHEDULE 2
Tranche B-2 Term Loan Amortization
For purposes of Section 2.08(b) of the Credit Agreement, the Tranche B-2 Term Loans shall amortize according to the following schedule (based upon the aggregate principal amount of the Tranche B-2 Term Loans outstanding on the Tranche B-2 Effective Date, and subject to adjustment as provided in Section 2.08(b) of the Credit Agreement):
| DATE |
SCHEDULED TRANCHE B-2 TERM LOAN REPAYMENTS | |
| March 31, 2012 |
0.25% | |
| June 30, 2012 |
0.25% | |
| September 30, 2012 |
0.25% | |
| December 31, 2012 |
0.25% | |
| March 31, 2013 |
0.25% | |
| June 30, 2013 |
0.25% | |
| September 30, 2013 |
0.25% | |
| December 31, 2013 |
0.25% | |
| March 31, 2014 |
0.25% | |
| June 30, 2014 |
0.25% | |
| September 30, 2014 |
0.25% | |
| December 31, 2014 |
0.25% | |
| March 31, 2015 |
0.25% | |
| June 30, 2015 |
0.25% | |
| September 30, 2015 |
0.25% | |
| December 31, 2015 |
0.25% | |
| March 31, 2016 |
0.25% | |
| June 30, 2016 |
0.25% | |
| September 30, 2016 |
0.25% | |
| December 31, 2016 |
0.25% | |
| February 14, 2017 |
Remainder |
SCHEDULE 7
Post-Effectiveness Collateral Obligations
Certain Post-Effectiveness Collateral Obligations
1. Within five (5) days after the Tranche B-2 Effective Date (or such later date that the Agent in its reasonable discretion may permit), the Agent shall have received stock certificates and accompanying instruments of transfer endorsed in blank for each of the following entities:
(a) Bridport Erie Aviation, Inc. (Series A Common);
(b) Bridport Erie Aviation, Inc. (Series B Common);
(c) AP Global Holdings, Inc.;
(d) AP Global Acquisition Corp.;
(e) AmSafe - C Safe, Inc.; and
(f) Bridport-Air Carrier, Inc.
2. Within forty-five (45) days after the Tranche B-2 Effective Date (or such later date that the Agent in its reasonable discretion may permit), the Agent shall have received stock certificates and accompanying instruments of transfer endorsed in blank for each of the following entities (in each case, to the extent such entity ownership is evidenced by a certificate):
(a) AmSafe Aviation (Chongqing) Limited;
(b) AmSafe Bridport (Private) Limited;
(c) AmSafe Bridport (Kunshan) Co., Ltd.;
(d) AmSafe Commercial Products (Kunshan) Co. Ltd.;
(e) Bridport Limited; and
(f) Kunshan AmSafe Commercial Products Co., Ltd.
3. Within forty-five (45) days after the Tranche B-2 Effective Date (or such later date that the Agent in its reasonable discretion may permit), each Loan Party shall enter into a deposit account control agreement in form and substance reasonably satisfactory to the Agent for the benefit of the Secured Parties with respect to any open deposit accounts, subject to Section 4.04(b) of the Guarantee and Collateral Agreement.
4. Within ninety (90) days after the Tranche B-2 Effective Date (or such later date that the Agent in its reasonable discretion may permit), the Agent shall have received, all in form and substance reasonably satisfactory to the Agent, (i) amendments or restatements of each Mortgage (the “Mortgage Amendments”), (ii) a favorable opinion of local counsel of the Borrower that, among other matters, affirms that the Mortgage Amendments are effective and enforceable and
(iii) title policies or date down endorsements to existing title policies with respect to each Mortgaged Property for which a Mortgage Amendment is provided, together with such other documents, instruments, affidavits and agreements as Agent shall reasonably require to further secure or perfect the lien and security interest of the agent in the Mortgaged Property.
5. Within ten (10) days after the Tranche B-2 Effective Date (or such later date that the Agent in its reasonable discretion may permit), the Agent shall have received evidence of the insurance policies of the Company and its Subsidiaries, and the Loan Parties shall cause the Agent to be listed as a loss payee on property and casualty policies of the Company and its Subsidiaries covering loss or damage to Collateral and as an additional insured liability policies of the Company and its subsidiaries, in each case in accordance with Section 5.10.
6. Within forty-five (45) days after the Tranche B-2 Effective Date (or such later date that the Agent in its reasonable discretion may permit), the Agent shall have received evidence that the Company and its Subsidiaries have made all necessary filings with the United States Patent and Trademark Office to ensure the each Grantor’s Patents, Patent Licenses, Trademarks
EXHIBIT A
SOLVENCY CERTIFICATE
TRANSDIGM GROUP INCORPORATED
THIS SOLVENCY CERTIFICATE (this “Certificate”) is delivered in connection with, and pursuant to Section 6(f) of, Amendment No. 1 and Incremental Term Loan Assumption Agreement dated as of February 15, 2012 (the “Tranche B-2 Term Loan Assumption Agreement”), relating to the Credit Agreement dated as of February 14, 2011 (the “Credit Agreement”), among TransDigm Inc., a Delaware corporation (the “Borrower”), TransDigm Group Incorporated, a Delaware corporation (“Holdings”), the subsidiaries of the Borrower from time to time party thereto, the Lenders from time to time party thereto, and Credit Suisse AG, as Administrative Agent and Collateral Agent. Capitalized terms used herein and not defined shall have the meanings attributed to them in the Tranche B-2 Term Loan Assumption Agreement or the Credit Agreement, as applicable.
The undersigned Financial Officer of Holdings hereby certifies on behalf of Holdings, the Borrower and its Subsidiaries, in his corporate capacity as Chief Financial Officer and not his individual capacity, to the solvency of Holdings, the Borrower and its Subsidiaries on consolidated basis after giving effect to the consummation of the Merger and other Tranche B-2 Transactions contemplated to occur on the Tranche B-2 Effective Date and further certifies as follows.
| 1. | The undersigned, Gregory Rufus, is the duly qualified and acting Chief Financial Officer of Holdings and in such capacity is the senior financial officer of Holdings and has the responsibility for the management of Holdings’ financial affairs. The undersigned is familiar with Holdings’ and its Subsidiaries’ financial and accounting matters and the terms and conditions of the financings proposed to be arranged pursuant to the Tranche B-2 Term Loan Assumption Agreement and the Merger and the other Tranche B-2 Transactions proposed to be consummated on the Tranche B-2 Effective Date. |
| 2. | The undersigned has carefully reviewed the contents of this Certificate and all other information and documentation that the undersigned has determined is reasonably necessary to make the statements contained in this Certificate. The statements made herein are made in good faith and are based upon the personal knowledge of the undersigned, or upon reports and other information given to the undersigned by supervisory personnel of Holdings and its Subsidiaries having responsibility for the reports and the information given, and who, in the opinion of the undersigned, are reliable and entitled to be relied upon. |
Based on the foregoing, the undersigned hereby certifies that immediately after giving effect to the consummation of the Merger and other Tranche B-2 Transactions contemplated to occur on the Tranche B-2 Effective Date:
| 1. | The fair value of the assets of Holdings, the Borrower and each Guarantor (the “Loan Parties”) on a consolidated basis, at fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Loan Parties on a consolidated basis. |
| 2. | The present fair saleable value of the property of the Loan Parties on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Loan Parties on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured. |
| 3. | The Loan Parties on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured. |
| 4. | The Loan Parties on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the date hereof. |
For purposes of this Certificate, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability. The undersigned understands that the Tranche B-2 Term Lenders and the Agent are relying upon the foregoing statements in this Certificate in connection with the consummation of the Merger and the other Tranche B-2 Transactions.
Executed as of February 15, 2012.
| /s/ Gregory Rufus | ||
| Name: | Gregory Rufus | |
| Title: | Chief Financial Officer | |