exhibit1052secondamendme







Exhibit 10.52   EXECUTION VERSION   SECOND AMENDMENT TO THE   RECEIVABLES PURCHASE AGREEMENT   This SECOND AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT   (this "Amendment"), dated as of August 8, 2014, is entered into by and among the following   parties:   (i) TRANSDIGM RECEIVABLES LLC, a Delaware limited liability company, as   Seller;   (ii) TRANSDIGM, INC., a Delaware corporation, as Servicer;   (iii) PNC BANK, NATIONAL ASSOCIATION, as a Committed Purchaser, as   Purchaser Agent for its Purchaser Group and as Administrator ("PNC");   (iv) ATLANTIC ASSET SECURITIZATION LLC ("Atlantic"), as a Conduit   Purchaser; and   (v) CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK ("CACIB"),   as a Committed Purchaser and as Purchaser Agent for its and Atlantic's Purchaser   Group.   Capitalized terms used but not otherwise defined herein (including such terms used   above) have the respective meanings assigned thereto in the Receivables Purchase Agreement   described below.   BACKGROUND   A. The parties hereto (other than CACIB and Atlantic) have entered into a   Receivables Purchase Agreement, dated as of October 21, 2013 (as amended, restated,   supplemented or otherwise modified through the date hereof, the "Receivables Purchase   Agreement").   B. Concurrently herewith, the parties hereto are entering into that certain Amended   and Restated Fee Letter (the "Amended Fee Letter").   C. The parties hereto desire to amend the Receivables Purchase Agreement as set   forth herein.   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of   which are hereby acknowledged, the parties hereto hereby agree as follows:   SECTION 1. Joinder of Purchasers; Rebalancing.   (a) Joinder. Effective as of the date hereof, (i) Atlantic hereby becomes a party to the   Receivables Purchase Agreement as a Conduit Purchaser thereunder with all the rights, interests,   duties and obligations of a Conduit Purchaser set forth therein, (ii) CACIB hereby becomes a   party to the Receivables Purchase Agreement as a Committed Purchaser thereunder with all the   709536582 13429494     





 







rights, interests, duties and obligations of a Committed Purchaser set forth therein, (iii) Atlantic   and CACIB shall constitute the members of a single new Purchaser Group, (iv) each of Atlantic   and CACIB hereby appoints CACIB as its Purchaser Agent and (v) CACIB hereby becomes a   party to the Receivables Purchase Agreement as a Purchaser Agent thereunder with all the rights,   interests, duties and obligations of a Purchaser Agent set forth therein. In its capacity as a   Committed Purchaser, CACIB's Commitment shall be the amount set forth on Schedule I   attached hereto.   (b) Rebalancing of Capital. On the date hereof, the Seller will repay $71,111,111.11   ofPNC's outstanding Capital; provided that all accrued and unpaid Discount with respect to such   Capital so repaid shall be payable by the Seller to PNC on the next occurring Settlement Date.   The Seller hereby requests that Atlantic or CACIB fund an initial Purchase on the date hereof in   an amount of Capital equal to $71,111,111.11. Such Purchase shall be funded by Atlantic or   CACIB on the date hereof in accordance with the terms of the Receivables Purchase Agreement   and upon satisfaction of all conditions precedent thereto specified in the Receivables Purchase   Agreement; provided, however, that no Purchase Notice shall be required therefor. For   administrative convenience, the Seller hereby instructs Atlantic and CACIB to fund the   foregoing Purchase by paying the proceeds thereof directly to the account specified by PNC to   be applied as the foregoing repayment of PNC's Capital on the Seller's behalf. The Seller shall   be deemed to have received the proceeds of such Purchase from Atlantic or CACIB (as   applicable) for all purposes immediately upon PNC's receipt thereof. PNC shall notify Seller   upon receipt of such proceeds from CACIB.   (c) Consents. The parties hereto hereby consent to the joinder of Atlantic and   CACIB as parties to the Receivables Purchase Agreement on the terms set forth in clause (a)   above, to the non-ratable repayment of PNC's Capital on the terms set forth in clause (b) above   and the foregoing non-ratable Purchase to be funded by Atlantic or CACIB on the terms set forth   in clause (b) above, in each case, as set forth above on a one-time basis.   (d) Credit Decision. Each of CACIB and Atlantic (i) confirms to PNC that it has   received a copy of the Receivables Purchase Agreement, the other Transaction Documents, and   such other documents and information as it has deemed appropriate to make its own credit   analysis and decision to enter into this Amendment and (ii) agrees that it will, independently and   without reliance upon PNC (in any capacity) or any of its Affiliates, based on such documents   and information as CACIB or Atlantic (as the case may be) shall deem appropriate at the time,   continue to make its own credit decisions in taking or not taking action under the Receivables   Purchase Agreement and any other Transaction Document. PNC makes no representation or   warranty and assumes no responsibility with respect to (x) any statements, warranties or   representations made in or in connection with the Receivables Purchase Agreement, any other   Transaction Document or any other instrument or document furnished pursuant thereto or the   execution, legality, validity, enforceability, genuineness, sufficiency or value of the Receivables   Purchase Agreement or the Receivables, any other Transaction Document or any other   instrument or document furnished pursuant thereto or (y) the financial condition of any of the   Seller, the Servicer, the Performance Guarantor or the Originators or the performance or   observance by any of the Seller, the Servicer, the Performance Guarantor or the Originators of   any of their respective obligations under the Receivables Purchase Agreement, any other   Transaction Document, or any instrument or document furnished pursuant thereto.   2   709536582 13429494     





 







(e) Notice Addresses. Notices to Atlantic and CACIB, respective, under the   Transaction Documents should be sent to the addresses set forth below, or such other addresses   designated by Atlantic and CACIB from time to time in accordance with the Receivables   Purchase Agreement :   Ifto CACIB:   Address:   Attention:   Telephone:   Facsimile:   Email:   If to Atlantic:   Address:   Attention:   Telephone:   Facsimile:   Email:   Credit Agricole Corporate and Investment Bank   1301 Avenue ofthe Americas   New York, NY 10019   Deric Bradford   (212) 261-3470   (917) 849-5584   deric.bradford@ca-cib.com   Atlantic Asset Securitization LLC   c/o Credit Agricole Corporate and Investment Bank   1301 Avenue of the Americas   New York, NY 10019   Deric Bradford   (212) 261-3470   (917) 849-5584   deric.bradford@ca-cib.com   SECTION 2. Amendments to the Receivables Purchase Agreement. The Receivables   Purchase Agreement is hereby amended as follows:   (a) Section 1.2(a) of the Receivables Purchase Agreement is hereby amended by   replacing "thirty-five (35) days" with "two Business Days" where it appears therein.   (b) Section 1.2(d) of the Receivables Purchase Agreement is hereby amended by   adding the following new sentence at the end thereof:   Except as otherwise permitted under this Agreement, the Administrator   shall not release in writing any material portion of the Pool Assets from the   security interest of the Administrator hereunder without the consent of the   Majority Purchaser Agents.   (c) The following defined terms and definitions thereof are added to Exhibit I of the   Receivables Purchase Agreement in appropriate alphabetical order:   "Atlantic" means Atlantic Asset Securitization LLC.   "CACIB" means Credit Agricole Corporate and Investment Bank.   "Sanctions Laws" shall mean any Applicable Laws relating to terrorism,   trade sanctions programs and embargoes, import/export licensing, money   3   709536582 13429494     





 







laundering or bribery, and any regulation, order, or directive promulgated, issued   or enforced pursuant to such Applicable Laws, all as amended, supplemented or   replaced from time to time and including, without limitation, OFAC's sanctions   regulations.   (d) The definition of "Commitment" set forth in Exhibit I to the Receivables Purchase   Agreement is amended by replacing "on its signature page hereto" with "on Schedule I hereto".   (e) The definition of "Dilution Volatility Component" set forth in Exhibit I to the   Receivables Purchase Agreement is replaced in its entirety with the following:   "Dilution Volatility Component" means, for any calendar month, (a) the   positive difference, if any, between: (i) the highest average Dilution Ratio for any   three consecutive calendar months during the twelve most recent calendar months   and (ii) the arithmetic average of the Dilution Ratios for such twelve months   times (b) the quotient of (i) the highest average Dilution Ratio for any three   consecutive calendar months during the twelve most recent calendar months   divided Q.y (ii) the arithmetic average of the Dilution Ratios for such twelve   months.   (f) The definition of "Facility Termination Date" set forth in Exhibit I to the   Receivables Purchase Agreement is amended by replacing the date "October 20, 2014" where it   appears therein with the date "August 7, 2015".   (g) The definition of "Group Commitment" set forth in Exhibit I to the Receivables   Purchase Agreement is amended by replacing "the amount set forth as such Purchaser Group's   "Group Commitment" on its Purchaser Agent's signature page hereto" with "the aggregate   amount of the Commitments of all Committed Purchasers in such Purchaser Group".   (h) The definition of "Loss Horizon Ratio" set forth in Exhibit I to the Receivables   Purchase Agreement is replaced in its entirety with the following:   "Loss Horizon Ratio" means, as of any date of determination, the ratio   (expressed as a percentage and rounded to the nearest Ill 00 of I%) computed by   dividing: (a) the sum of (i) the aggregate initial Outstanding Balance of all Pool   Receivables generated by the Originators during the four (4) calendar months   most recently ended (provided, however, that at any time with five (5) Business   Days prior written notice to the Seller and the Servicer the Administrator, in its   sole discretion, may (or shall if so directed by any Purchaser Agent) increase the   number of months set forth in this clause (i) from four ( 4) calendar months to five   (5) calendar months for any future date of determination), plus (ii) five percent   (5%) of the aggregate initial Outstanding Balance of all Pool Receivables   generated by all Originators during the fifth most recently ended calendar month   (or, if the number of calendar months in clause (i) above has been increased to   five (5) calendar months, then the sixth most recently ended calendar month), plus   (iii) five percent (5%) of the aggregate initial Outstanding Balance of all Pool   Receivables generated by all Originators during the sixth most recently ended   4   709536582 13429494     





 







calendar month (or, if the number of calendar months in clause (i) above has been   increased to five (5) calendar months, then the seventh most recently ended   calendar month) !IT (b) the Net Receivables Pool Balance as of such date.   (i) The definition of "Sanctioned Country" set forth in Exhibit I to the Receivables   Purchase Agreement is replaced in its entirety with the following:   "Sanctioned Country" means (a) a country subject to a sanctions program   maintained under any Sanctions Law, including, without limitation, a sanctions   program identified on the list maintained by OF AC as published by OF AC from   time to time, and (b) each of the following countries, without regard to whether   such country is subject to a sanctions program maintained under any Sanctions   Law: (i) Belarus, (ii) Central African Republic, (iii) Democratic Republic of   Congo, (iv) Eritrea, (v) Guinea (Conakry), (vi) Ivory Coast, (vii) Lebanon, (viii)   Liberia, (ix) Libya, (x) Myanmar (Burma), (xi) Somalia, (xii) Ukraine, (xiii)   Zimbabwe, (xiv) Russia, (xv) Iraq, (xvi) Cuba, (xvii) Iran, (xviii) North Korea,   (xix) South Sudan, (xx) Sudan and (xxi) Syria.   G) The definition of "Sanctioned Person" set forth in Exhibit I to the Receivables   Purchase Agreement is replaced in its entirety with the following:   "Sanctioned Person" means (i) a person named on the list of "Specially   Designated Nationals" or "Blocked Persons" maintained by OF AC available as   published by OFAC from time to time, (ii) an agency of the government of a   Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, (iv)   a natural person resident in a Sanctioned Country or (v) a Person that is organized   or incorporated under the laws of, or has a chief executive office or principal   place ofbusiness located in, a Sanctioned Country.   (k) Clause (m) of Section 1 of Exhibit III to the Receivables Purchase Agreement is   replaced in its entirety with the following:   (m) Sanctions Laws. The Seller is not a Sanctioned Person and is not   in violation of any Sanctions Law. To the Seller's knowledge, no Obligor was a   Sanctioned Person at the time of origination of any Pool Receivable owing by   such Obligor. The Seller and its Affiliates: (i) have less than 15% of their assets   in Sanctioned Countries; and (ii) derive less than 15% of their operating income   from investments in, or transactions with Sanctioned Persons or Sanctioned   Countries. Neither the Seller nor any of its Subsidiaries engages in activities   related to Sanctioned Countries except for such activities as are (A) specifically or   generally licensed by OF AC and not otherwise in violation of any Sanctions Law,   or (B) otherwise in compliance with Sanctions Laws.   (l) Clause (k) of Section 2 of Exhibit III to the Receivables Purchase Agreement is   replaced in its entirety with the following:   (k) Sanctions Laws. The Servicer is not a Sanctioned Person and is   not in violation of any Sanctions Law. To the Servicer's knowledge, no Obligor   5   709536582 13429494     





 







was a Sanctioned Person at the time of origination of any Pool Receivable owing   by such Obligor. The Servicer and its Affiliates: (i) have less than 15% of their   assets in Sanctioned Countries; and (ii) derive less than 15% of their operating   income from investments in, or transactions with Sanctioned Persons or   Sanctioned Countries. Neither the Servicer nor any of its Subsidiaries engages in   activities related to Sanctioned Countries except for such activities as are (A)   specifically or generally licensed by OF AC and not otherwise in violation of any   Sanctions Law, or (B) otherwise in compliance with Sanctions Laws.   (m) Clause (q) of Section 1 of Exhibit IV to the Receivables Purchase Agreement is   amended by replacing "[Reserved]." where it appears therein with the following:   Minimum Funding Requirement. The Seller will at all times prior to the   Facility Termination Date maintain a minimum outstanding amount of Aggregate   Capital in an amount equal to the lesser of: (i) 75% of the Purchase Limit at such   time and (ii) 100% of (a) the Net Receivables Pool Balance at such time minus (b)   the Total Reserves at such time.   (n) Clause (r) of Section 1 of Exhibit IV to the Receivables Purchase Agreement is   replaced in its entirety with the following:   (r) Sanctions Laws. The Seller has not used and will not use the   proceeds of any Receivable or any Purchase hereunder in violation of any   Sanctions Law or to fund any operations in, finance any investments or activities   in or make any payments to, a Sanctioned Person or a Sanctioned Country.   ( o) Clause (g)(ii) of Exhibit V to the Receivables Purchase Agreement is amended by   replacing the percentage "2.00%" where it appears therein with the percentage 2.50%".   (p) Schedule I to the Receivables Purchase Agreement is deleted and replaced in its   entirety with Schedule I hereto, and PNC's Commitment is hereby reduced to the amount set   forth on such Schedule I hereto.   SECTION 3. Representations and Warranties of the Seller and Servicer. Each of the   Seller and the Servicer hereby represents and warrants, as to itself, to the Administrator, each   Purchaser and each Purchaser Agent, as follows:   (a) Representations and Warranties. Immediately after giVIng effect to this   Amendment, the representations and warranties made by such Person in the Transaction   Documents to which it is a party are true and correct as of the date hereof (unless stated to relate   solely to an earlier date, in which case such representations or warranties were true and correct as   of such earlier date).   (b) Enforceability. This Amendment and each other Transaction Document to which   it is a party, as amended hereby, constitute the legal, valid and binding obligation of such Person   enforceable against such Person in accordance with its respective terms, except as such   enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws   6   709536582 13429494     





 







affecting the enforcement of creditors' rights generally and by general principles of equity,   regardless of whether enforceability is considered in a proceeding in equity or at law.   (c) No Termination Event. No event has occurred and is continuing, or would result   from the transactions contemplated hereby, that constitutes a Purchase and Sale Termination   Event, an Unmatured Purchase and Sale Termination Event, a Termination Event or an   Unmatured Termination Event.   SECTION 4. Effect of Amendment. All provisions of the Receivables Purchase   Agreement and the other Transaction Documents, as expressly amended and modified by this   Amendment, shall remain in full force and effect. After this Amendment becomes effective, all   references in the Receivables Purchase Agreement (or in any other Transaction Document) to   "this Receivables Purchase Agreement", "this Agreement", "hereof'', "herein" or words of   similar effect referring to the Receivables Purchase Agreement shall be deemed to be references   to the Receivables Purchase Agreement as amended by this Amendment. This Amendment shall   not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of   the Receivables Purchase Agreement other than as set forth herein.   SECTION 5. Effectiveness. This Amendment shall become effective as of the date   hereof upon the satisfaction of the following conditions precedent:   (a) Execution of Amendment. The Administrator shall have received counterparts   duly executed by each of the parties hereto.   (b) Execution of Amended Fee Letter. The Administrator shall have received   counterparts of the Amended Fee Letter duly executed by each of the parties thereto.   (c) Receipt of Amendment Fee. The Administrator shall have received confirmation   that the "Amendment Fees" set forth in the Amended Fee Letter have been paid in accordance   with the terms thereof.   SECTION 6. Counterparts. This Amendment may be executed in any number of   counterparts and by different parties on separate counterparts, each of which when so executed   shall be deemed to be an original and all of which when taken together shall constitute but one   and the same instrument. Delivery of an executed counterpart of a signature page to this   Amendment by facsimile or e-mail transmission shall be effective as delivery of a manually   executed counterpart hereof.   SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO   BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE   STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-   1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).   SECTION 8. Section Headings. The various headings of this Amendment are included   for convenience only and shall not affect the meaning or interpretation of this Amendment, the   Receivables Purchase Agreement or any provision hereof or thereof.   7   709536582 13429494     





 







IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their   duly authorized officers as of the date first above written.   709536582 13429494   TRANSDIGM RECEIVABLES LLC,   as Seller   TRANSDIGM, INC.,   as Initial Servicer   By: _ _ ...>e;,; ~~Yf~IX--------­   Narne: ~~tow}   Title: e \lr • t..h ,_ ... ~...,   S-1 Second Amendment to the   Receivables Purchase Agl'cement   (TransDigm Receivables LLC)     





 







709536582 134291\94   PNC BANK, NATIONAL ASSOCIATION,   a.'i a Committed Purchaser, as a Purchaser Agent   -and/f)'"'J~/ ~   By.__ ·- -   Name: Mark Falcione   Title: Executive Vice President   S-2 Second Amendment to the   Receivables Purchase Agreement   (I'rcmsDigm Receivables LLC)     





 







7095.16582 13429494   ATLANTIC ASSET SECURITIZATION LLC,   as a Conduit Purchaser   By:_   Name:   Title:   S-3   Kostantfna Kourmpetls   Managing Director   ~   Roger Klepper   Managing Director   Second Amendment to the   Receivables Purchase Agreement   (Tran.lDigm Recehlables LLC)     





 







709536582 13~29494   CREDIT AGRlCOLE CORPORATE AND   INVESTMENT BANK,   as a Committed Purchaser and as Purchaser Agent   for its and Atlantic Asset Securitization LLC's   Purcha72er Oro   By:_ ~   Name:   Tille: Kostantlna Kourmpetls   S-4   Ma ~ing~r?   ,.   Roger Klepper   ... llllli.~   Second Amendment to the   Receivables Purchase Agreement   (fransDigm Receivables LLC)     





 







Committed Purchaser.   PNC Bank, National Association   SCHEDULE I   COMMITMENTS   Credit Agricole Corporate and Investment Bank   709536582 13429494 Schedule 1-1   Commitment.   $145,000,000   $80,000,000