Waiver to the Registration Rights Agreement, dated as of April 29, 2024, by and among Loar Holdings Inc. and each of the investors listed on the signature pages thereto
Exhibit 10.1
LOAR HOLDINGS INC.
WAIVER TO THE REGISTRATION RIGHTS AGREEMENT
This Waiver (this Waiver) to the Registration Rights Agreement, dated as of April 29, 2024 (the Agreement), is entered into by and between Loar Holdings Inc., a Delaware corporation (the Company), the Abrams Investors, the BXCI Investors, the GPV Investors, the DC Investors and the BM Investors (the Principal Investors), as of May 13, 2025 (the Effective Date). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
This Waiver is being entered into pursuant to Section 13(a) of the Agreement.
Section 1 Additional Stockholder Lock-up Agreement. Effective as of the Effective Date, the parties to this Waiver consent to and waive any provision of the Agreement, including, but not limited to, (i) restrictions on transfers of DC Lock-up Equity pursuant to Section 10(a)(i)(2) of the Agreement and (ii) restrictions on transfers of BM Lock-up Equity pursuant to Section 10(a)(i)(3) of the Agreement, that would otherwise prohibit any party to the Agreement from participating in the registered public underwritten offering and sale of shares (the Offering) of the Companys common stock, par value $0.01 per share (the Common Shares), pursuant to the Companys Preliminary Prospectus Supplement, dated and filed with the Securities and Exchange Commission (the Commission) on or about the Effective Date, to the Prospectus, dated May 1, 2025 included in the Registration Statement on Form S-3ASR, filed with the Commission on May 1, 2025 (as the same may be amended, supplemented or modified, including, but not limited to, with respect to an upsize of the Offering), in order to enable the DC Investors and the BM Investors to sell Common Shares up to a pro rata amount of Common Shares with the other Principal Investors in the Offering, calculated based on the percentage of Common Shares owned by the Principal Investors prior to such offering.
Section 2 Governing Law. The corporate law of the State of New York will govern all issues and questions concerning the relative rights of the Company and its equityholders pursuant to this Waiver. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Waiver will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 3 Effect on Agreement. Except as set forth herein, all other terms and conditions of the Agreement are unaffected hereby and remain in full force and effect.
Section 4 Counterparts. This Waiver may be executed in multiple counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together will constitute one and the same agreement.
Section 5 Entire Agreement. Except as otherwise provided herein, this Waiver and the Agreement contain the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.
IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
Loar Holdings Inc. | ||
By: | /s/ Michael J. Manella | |
Name: Michael J. Manella | ||
Title: Vice President, General Counsel and Secretary |
[Signature Pages to Waiver of Registration Rights Agreement Project Gratis]
IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
ABRAMS INVESTORS: | ||
Abrams Capital Partners I, L.P. | ||
By: Abrams Capital Management, L.P., | ||
its investment advisor | ||
By: | Abrams Capital Management, LLC, | |
its general Partner | ||
By: | /s/ David Abrams | |
Name: David Abrams | ||
Title: Managing Member | ||
Abrams Capital Partners II, L.P. | ||
By: Abrams Capital Management, L.P., | ||
its investment advisor | ||
By: Abrams Capital Management, LLC, | ||
its general Partner | ||
By: | /s/ David Abrams | |
Name: David Abrams | ||
Title: Managing Member | ||
Whitecrest Partners, LP | ||
By: Abrams Capital Management, L.P., | ||
its investment advisor | ||
By: Abrams Capital Management, LLC, | ||
its general Partner | ||
By: | /s/ David Abrams | |
Name: David Abrams | ||
Title: Managing Member |
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IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
ABRAMS INVESTORS (continued): | ||
Great Hollow International, L.P. | ||
By: Abrams Capital Management, L.P., | ||
its investment advisor | ||
By: Abrams Capital Management, LLC, | ||
its general partner | ||
By: | /s/ David Abrams | |
Name: David Abrams | ||
Title: Managing Member | ||
Riva Capital Partners IV, L.P. | ||
By: Abrams Capital Management, L.P., | ||
its investment advisor | ||
By: Abrams Capital Management, LLC, | ||
its general partner | ||
By: | /s/ David Abrams | |
Name: David Abrams | ||
Title: Managing Member | ||
Riva Capital Partners V, L.P. | ||
By: Abrams Capital Management, L.P., | ||
its investment advisor | ||
By: Abrams Capital Management, LLC, | ||
its general partner | ||
By: | /s/ David Abrams | |
Name: David Abrams | ||
Title: Managing Member |
[Signature Pages to Waiver of Registration Rights Agreement Project Gratis]
IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
BXCI INVESTORS: | ||
GSO Capital Opportunities Fund III LP | ||
By: GSO Capital Opportunities Associates III LLC, | ||
its general partner | ||
By: | /s/ Marisa Beeney | |
Name: Marisa Beeney | ||
Title: Authorized Signatory | ||
Blackstone Private Credit Fund | ||
By: Blackstone Private Credit Strategies LLC, | ||
its adviser | ||
By: | /s/ Marisa Beeney | |
Name: Marisa Beeney | ||
Title: Authorized Signatory | ||
BCRED Twin Peaks LLC | ||
By: Blackstone Private Credit Fund | ||
its sole common member and special member | ||
By: Blackstone Private Credit Strategies LLC, | ||
its adviser | ||
By: | /s/ Marisa Beeney | |
Name: Marisa Beeney | ||
Title: Authorized Signatory |
[Signature Pages to Waiver of Registration Rights Agreement Project Gratis]
IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
BXCI INVESTORS (continued): | ||
GSO Orchard Fund LP | ||
By: | GSO Orchid Associates LLC | |
its general partner | ||
By: | /s/ Marisa Beeney | |
Name: Marisa Beeney | ||
Title: Authorized Signatory | ||
GSO Barre des Ecrins Master Fund SCSp | ||
By: | /s/ Marisa Beeney | |
Name: Marisa Beeney | ||
Title: Authorized Signatory |
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IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
GPV INVESTORS: | ||
/s/ Paul Levy | ||
Paul Levy | ||
GPV Loar LLC | ||
By: | /s/ Paul Levy | |
Name: Paul Levy | ||
Title: Managing Partner/Member |
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IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
DC INVESTORS: | ||
/s/ Dirkson R. Charles | ||
Dirkson Charles | ||
Charles Family Trust 13 | ||
By: | /s/ Dirkson R. Charles | |
Name: Dirkson Charles | ||
Title: Trustee |
[Signature Pages to Waiver of Registration Rights Agreement Project Gratis]
IN WITNESS WHEREOF, the parties have executed this Waiver to Registration Rights Agreement as of the date first written above.
BM INVESTORS: | ||
/s/ Brett N. Milgrim | ||
Brett Milgrim | ||
BNM Capital LLC | ||
By: | /s/ Brett N. Milgrim | |
Name: Brett Milgrim | ||
Title: Manager |
[Signature Pages to Waiver of Registration Rights Agreement Project Gratis]