Shares LOAR HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2024 • Loar Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 29, 2024, by and between Loar Holdings Inc., a Delaware corporation (the “Company”), and Michael Manella, an individual resident of the State of Ohio (“Executive”).
LOAR HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2024 • Loar Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 29, 2024 among Loar Holdings Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Abrams Investors”) (collectively, the “Abrams Investors”), each of the investors listed on the signature pages hereto under the caption “BXCI Investors” (collectively, the “BXCI Investors”), each of the investors listed on the signature pages hereto under the caption “GPV Investors” (collectively, the “GPV Investors”), each of the investors listed on the signature pages hereto under the caption “DC Investors” (collectively, the “DC Investors”), each of the investors listed on the signature pages hereto under the caption “BM Investors” (collectively, the “BM Investors” and, together with the Abrams Investors, the BXCI Investors, the GPV Investors and the DC Investors, the “Principal Investors”) and each Person listed on the signature pages under the caption “Other
OPTION AWARD AGREEMENT LOAR HOLDINGS INC. 2024 EQUITY INCENTIVE PLANOption Award Agreement • April 17th, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec
Loar Holdings Inc. (the “Company”) grants to the Participant named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”), under this Option Award Agreement (“Agreement”).
SIXTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 26th, 2024 • Loar Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
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.
MASTER OPEN MARKET PURCHASE AGREEMENTMaster Open Market Purchase Agreement • April 17th, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec
No later than five (5) Business Days prior to the Effective Date (or such later date as the Specified Lenders may agree), the Purchaser shall notify the Specified Lenders in writing of the proposed Effective Date (such notice, the “Effective Date Confirmation Notice”). Subject to the receipt of such notice in accordance with the foregoing, no later than two (2) Business Days prior to the Effective Date (or such later date as the Purchaser may agree), the Specified Lenders will deliver a written statement to the Purchaser (the “Effective Date Statement”) setting forth (including calculations in reasonable detail) (i) the Purchase Price to be paid to each Specified Lender and (ii) wire instructions for the each Specified Lender for the payment of the applicable Purchase Price. The Purchaser shall pay the applicable Purchase Price to each Specified Lender in U.S. dollars in immediately available funds on the Effective Date in accordance with the wire instructions set forth in the Effectiv
PURCHASE AGREEMENT by and among AAI HOLDINGS, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SELLER REPRESENTATIVE, APPLIED AVIONICS, INC., and LOAR GROUP INC. Dated as of July 18, 2024Purchase Agreement • July 22nd, 2024 • Loar Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 18, 2024 (the “Signing Date”), by and among AAI Holdings, Inc., a Delaware corporation (“Seller”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of Seller (“Seller Representative”), Applied Avionics, Inc., a Texas corporation (the “Company”), and Loar Group Inc., a Delaware corporation (“Buyer”). Seller, the Company and Buyer are sometimes referred to herein collectively as the “Parties” and, each individually, as a “Party.”
FOURTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 17th, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec • New York
This FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of April 10, 2024, among Loar Group Inc., a Delaware corporation (as successor by merger to Loar Merger Sub, Inc., the “Borrower”), the Lenders party hereto, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec • Delaware
This Indemnification Agreement (”Agreement”), dated as of [DATE], 2024, is by and between Loar Holdings Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
VOTING AGREEMENTVoting Agreement • April 2nd, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec • Delaware
THIS VOTING AGREEMENT (as hereafter amended or supplemented, this “Agreement”) is dated as of [•], 2024 and effective as of the Initial Public Offering (as defined below) (the “Effective Date”), of Loar Holdings Inc., a Delaware corporation (the “Company”), by and between funds advised by Abrams Capital Management, L.P. who are signatories hereto (“Abrams”), GPV Loar LLC (“GPV”), Dirkson Charles (“Mr. Charles”, and Brett Milgrim (“Mr. Milgrim”) (each, individually referred to herein as a “Party” and are collectively referred to herein as the “Parties”).
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec • New York
This THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of March 26, 2024, among Loar Holdings, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, Loar Group Inc., a Delaware corporation (as successor by merger to Loar Merger Sub, Inc., the “Borrower”), the Lenders party hereto, 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”).
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2024 • Loar Holdings, LLC • Aircraft parts & auxiliary equipment, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of October 2, 2017 among LOAR MERGER SUB, INC., a Delaware corporation (the “Initial Borrower”) (to be merged with and into LOAR GROUP INC., a Delaware corporation (“Loar Group”), pursuant to the Closing Date Merger (such term and each other capitalized term used but not defined herein or in the Recitals below having the meaning given to it in Article I), with Loar Group as the survivor of such Closing Date Merger; the Initial Borrower or Loar Group, as applicable, in its capacity as the borrower hereunder being referred to herein as the “Borrower”), LOAR HOLDINGS, LLC, a Delaware limited liability company and the direct parent of the Borrower (“Holdings”), the other Guarantors party hereto from time to time, the Lenders party hereto from time to time, 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, t
•] Shares LOAR HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2024 • Loar Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
