Exhibit 10.11.6
SIXTH AMENDMENT
This SIXTH AMENDMENT, dated as of September 24, 1993 among ROHR, INC.
(formerly known as Rohr Industries, Inc.) (the "Borrower"), the Lenders parties
to the Credit Agreement as defined and referred to below, and CITIBANK, N.A.
("Citibank"), as Agent (the "Agent") for such Lenders.
PRELIMINARY STATEMENT. The Borrower has entered into a Credit Agreement
dated as of April 26, 1989, as amended by the First Amendment dated as of July
21, 1989, the Second Amendment dated as of January 25, 1990, the Third Amendment
dated as of April 30, 1990, the Letter Amendment dated as of October 31, 1992,
and the Fifth Amendment dated as of July 9, 1993 (said Credit Agreement, as so
amended, being the "Credit Agreement", the terms defined therein being used
herein as therein defined unless otherwise defined herein), with the Lenders
parties thereto and the Agent. The Borrower and the Lenders have agreed to
amend the Credit Agreement as hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Amendment to Credit Agreement. Effective as of the date hereof
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and subject to the conditions set forth in Section 2 below, clause (iv)(B) in
the definition of "Net Income Available for Fixed Charges" in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:
"(B) the provisions and charges, not in excess of $38 million in
the aggregate, established by the Borrower in the third Fiscal Quarter of
Fiscal Year 1993."
SECTION 2. Conditions of Effectiveness. This Sixth Amendment shall become
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effective as of the date hereof when:
(a) the Agent shall have received counterparts of this Sixth Amendment
executed by the Borrower and the Majority Lenders or, as to any such
Lender, advice satisfactory to the Agent that such Lender has executed
counterparts of this Sixth Amendment,
(b) the definition of "Consolidated Net Income Available for Fixed
Charges" in each of the Note Agreements, dated as of January 15, 1990 and
December 21, 1992, between the Borrower and the note holders parties
thereto, each as amended through June 30, 1993, shall have been amended in
substantially the same manner as set forth in Section 1 hereof, and
(c) the definition of "Net Income Available for Fixed Charges"
incorporated from the Credit Agreement into the Sublease Agreement, dated
as of September 14,
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1992, between the Borrower and State Street Bank and Trust Company of
California, National Association, and W. Jeffrey Kramer, not in an
individual capacity but solely as owner trustee under a trust for the
benefit of General Electric Capital Corporation, as amended through July 9,
1993, shall have been effectively amended in substantially the same manner
as set forth in Section 1 hereof.
SECTION 3. Reference to and Effect on the Credit Agreement. (a) On and
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after the date hereof each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import referring to
the Credit Agreement, and each reference in the Notes to the "Credit Agreement",
"thereunder", "thereof", "therein" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) Except as specifically amended above, the Credit Agreement and the
A Notes, and each B Note outstanding on the date hereof, shall remain in full
force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Sixth Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or the
Agent under the Credit Agreement or any of the Notes nor constitute a waiver of
any of the provisions contained therein.
SECTION 4. Costs and Expenses. The Borrower agrees to pay on demand all
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costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Sixth Amendment, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Agent with respect
hereto and with respect to advising the Agent as to its rights and
responsibilities hereunder.
SECTION 5. Execution in Counterparts. This Sixth Amendment may be
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executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of an executed counterpart of a signature
page to this Sixth Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Sixth Amendment.
SECTION 6 Governing Law. This Sixth Amendment shall be governed by, and
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construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to
be executed by their respective
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officers thereunto duly authorized, as of the date first above written.
ROHR, INC.
By /s/ R. M. Miller
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Vice President and
Treasurer
CITIBANK, N.A., as Agent
By /s/ Barbara A. Cohen
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Vice President
BANKS
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CITIBANK, N.A.
By /s/ Barbara A. Cohen
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Vice President
BANKERS TRUST COMPANY
By /s/ Edward Benedict
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Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Levoyd E. Robinson
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Title: Assistant Vice President
WELLS FARGO BANK, N.A.
By /s/ Dan Pallaras
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Title: Vice President
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