SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.4
Execution Version
SEVENTEENTH AMENDMENT
TO CREDIT AGREEMENT
This SEVENTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of August [1], 2025, among ▇▇▇▇ Holdings Inc., a Delaware corporation (f/k/a ▇▇▇▇ Holdings, LLC, “Holdings”), the other Guarantors party hereto, ▇▇▇▇ Group Inc., a Delaware corporation (as successor by merger to ▇▇▇▇ Merger Sub, Inc., the “Borrower”), the Lenders party hereto (being all of the Term Lenders), and First Eagle Alternative Credit, LLC (as successor by merger to First Eagle Private Credit, LLC (f/k/a NewStar Financial, Inc.)), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent” and, together with the Administrative Agent, the “Specified Agents”).
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time, the Specified Agents and Citibank, N.A., as administrative agent for the Revolving Lenders and as an Issuing Bank, are parties to that certain Credit Agreement, dated as of October 2, 2017 (as amended by the First Amendment to Credit Agreement, dated as of August 10, 2018, the Second Amendment to Credit Agreement, dated as of October 26, 2018, the Third Amendment to Credit Agreement, dated as of December 21, 2018, the Fourth Amendment to Credit Agreement, dated as of May 17, 2019, the Fifth Amendment to Credit Agreement, dated as of October 16, 2019, the Sixth Amendment to Credit Agreement, dated as of April 2, 2020, the Seventh Amendment to Credit Agreement, dated as of April 17, 2020, the Eighth Amendment to Credit Agreement, dated as of December 28, 2020, the Ninth Amendment to Credit Agreement, dated as of April 1, 2022, the Tenth Amendment to Credit Agreement, dated as of May 20, 2022, the Eleventh Amendment to Credit Agreement, dated as of July 28, 2022, the Twelfth Amendment to Credit Agreement, dated as of June 30, 2023, the Thirteenth Amendment to Credit Agreement, dated as of March 26, 2024, the Fourteenth Amendment to Credit Agreement, dated as of April 10, 2024, the Fifteenth Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of May 10, 2024, the Sixteenth Amendment to Credit Agreement, dated as of August 26, 2024 and as otherwise amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”; capitalized terms used herein (including in the preamble hereto) that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended Credit Agreement); and
WHEREAS, the Loan Parties, the Term Lenders and the Specified Agents are willing to amend the Credit Agreement as set forth in Section 1 of this Amendment in order to reduce the interest rate margins applicable to the Initial Term Loans and the Delayed Draw Term Loans, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:
“Seventeenth Amendment Effective Date” shall mean August [1], 2025.
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““Applicable Loan Margin” shall mean, as of any day:
(I) until but not including the Seventeenth Amendment Effective Date, with respect to Initial Term Loans (including, for the avoidance of doubt, the Sixteenth Amendment Incremental Term Loans) and Delayed Draw Term Loans, (a) until delivery of a Compliance Certificate with respect to the first full fiscal quarter ending after the Fifteenth Amendment Effective Date pursuant to Section 5.01(d), (i) 4.75% per annum for Term SOFR Loans and (ii) 3.75% per annum for ABR Loans and (b) thereafter, the following percentages per annum, based upon the Total Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(d):
Pricing Level |
Total Net Leverage Ratio |
Term SOFR Loans |
ABR Loans |
1 |
> 6.25:1.00 |
5.25% |
4.25% |
2 |
< 6.25:1.00 and > 5.50:1.00 |
5.00% |
4.00% |
3 |
< 5.50:1.00 |
4.75% |
3.75% |
(I) from and after the Seventeenth Amendment Effective Date, the following percentages per annum, based upon the Total Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(d):
Pricing Level |
Total Net Leverage Ratio |
Term SOFR Loans |
ABR Loans |
1 |
> 5.50:1.00 |
4.50% |
3.50% |
2 |
< 5.50:1.00 |
4.25% |
3.25% |
(III) with respect to Revolving Credit Loans and unused Revolving Credit Commitments under the Revolving Facility and Letter of Credit fees, 2.75% per annum for Term SOFR Loans and Letter of Credit fees, (ii) 1.75% per annum for Base Rate Loans and (iii) 0.375% per annum for the Commitment Fee Rate for unused Revolving Credit Commitments.
Any increase or decrease in the Applicable Loan Margin resulting from a change in the Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(d)); provided that, in the case of clauses (I) and (II) above, “Pricing Level 1” (as set forth in the applicable table above) shall automatically apply to the applicable Class as of (x) the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business Day after an Event of Default under Section 8.01(a) or (b) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in
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accordance with this definition shall apply); provided, however, that notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Loan Margin for any period shall be subject to Section 2.06(f).
Notwithstanding the foregoing, (x) the Applicable Loan Margin in respect of any Class of (I) Extended Revolving Credit Loans and Extended Revolving Credit Commitments or (II) Extended Term Loans, in each case, established pursuant to an Extension Amendment, shall be the applicable percentages per annum set forth in the relevant Extension Amendment, (y) the Applicable Loan Margin in respect of any Class of Incremental Term Loans or any Class of Incremental Revolving Credit Commitments (and the Incremental Revolving Credit Loans in respect thereof) shall be the applicable percentages per annum set forth in the relevant Incremental Amendment and (z) in the case of the Initial Term Loans and the Delayed Draw Term Loans, the Applicable Loan Margin shall be increased as, and to the extent, necessary to comply with the provisions of Section 2.17(d)(i)(E).”
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[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
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▇▇▇▇ GROUP INC.,
as Borrower
By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: Chief Financial Officer
▇▇▇▇ HOLDINGS INC.,
as Holdings
By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: Chief Financial Officer
XPEDITION HOLDINGS, INC.
AGC ACQUISITION LLC
▇▇▇▇▇▇▇ COMPOSITES COMPANY LLC
AVIATION MANUFACTURING GROUP, LLC
SAF INDUSTRIES LLC
▇▇▇▇▇’▇ PRECISION PRODUCTS LLC
GENERAL ECOLOGY, INC.
APPLIED ENGINEERING, INC.
MAVERICK MODLING CO.
SMR ACQUISITION LLC
BAM INC.
HYDRA-ELECTRIC COMPANY
PACIFIC PISTON RING CO., INC.
SAFE FLIGHT INSTRUMENT, LLC,
DAC ENGINEERED PRODUCTS, LLC
AOG-SEGINUS HOLDING COMPANY, LLC
SEGINUS AEROSPACE LLC
AOG AVIATION SPARES LLC,
CAV ICE PROTECTION, INC.
APPLIED AVIONICS, LLC
as Guarantors
By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇: Chief Financial Officer
[Signature Page to Seventeenth Amendment to Credit Agreement]
ST. JULIAN MATERIALS, LLC, as a Guarantor
By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Title: Manager
▇▇▇▇▇▇▇ ACQUISITION GMBH, as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇▇ SAFETY PRODUCTS GMBH, as a Guarantor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇▇ SAFETY PRODUCTS LLC, as a Guarantor
By: /s/ ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇’▇▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
[Signature Page to Seventeenth Amendment to Credit Agreement]
First Eagle ALTernative Credit, LLC (as successor by merger to FIRST EAGLE PRIVATE CREDIT, LLC (f/k/a NEWSTAR FINANCIAL, INC.)), as Administrative Agent and Collateral Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Authorized ▇▇▇▇▇▇
[Signature Page to Seventeenth Amendment to Credit Agreement]
BLACKSTONE PRIVATE CREDIT FUND, as a Lender
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED BISON PEAK FUNDING LLC, as a Lender
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED BUSHNELL PEAK FUNDING LLC, as a Lender
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub -
Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
[Signature Page to Seventeenth Amendment to Credit Agreement]
BCRED CLO 2023-1 LLC, as a Lender
By: Blackstone Private Credit Fund, as Collateral Manager
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED CLO 2024-2 LLC, as a Lender
By: Blackstone Private Credit Fund, as Collateral Manager
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED DENALI PEAK FUNDING LLC, as a Lender
By: Blackstone Private Credit Fund, its sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signator
[Signature Page to Seventeenth Amendment to Credit Agreement]
BCRED GRANITE PEAK FUNDING LLC, as a XXXX Lender
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED ▇▇▇▇▇▇ PEAK FUNDING LLC, as an Additional Lender
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
By: /s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
[Signature Page to Seventeenth Amendment to Credit Agreement]
BCRED MIDDLE PEAK FUNDING LLC, as a Lender
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED MML CLO 2021-1 LLC, as a Lender
By: Blackstone Private Credit Fund, as Collateral Manager
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED MML CLO 2022-1 LLC, as a Lender
[Signature Page to Seventeenth Amendment to Credit Agreement]
By: Blackstone Private Credit Fund, as Collateral Manager
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED MML CLO 2022-2 LLC, as a Lender
By: Blackstone Private Credit Fund, as Collateral Manager
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
:
BCRED SUMMIT PEAK FUNDING LLC, as a Lender
[Signature Page to Seventeenth Amendment to Credit Agreement]
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
BCRED ▇▇▇▇▇▇ PEAK FUNDING LLC, as a Lender
By: Blackstone Private Credit Fund, as sole member
By: Blackstone Private Credit Strategies LLC, as
Investment Advisor
By: Blackstone Credit BDC Advisors LLC, as Sub-
Investment Advisor
/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
[Signature Page to Seventeenth Amendment to Credit Agreement]