EXHIBIT 10.13.8
EIGHTH AMENDMENT
This EIGHTH AMENDMENT, dated as of November 29, 1994 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 CITICORP USA,
INC., 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, the Fifth Amendment dated as of July 9, 1993, the Sixth Amendment
dated as of September 24, 1993, and the Seventh Amendment, dated as of May 10,
1994 (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. The Credit Agreement is,
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effective as of the date hereof and subject to the satisfaction of the
conditions set forth in Section 2 below, hereby amended as follows:
(a) Section 5.01(c) is hereby amended in its entirety to read as
follows:
"(c) Maintenance of Consolidated Tangible Net Worth. Maintain
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for the last day of each Fiscal Quarter, a Consolidated Tangible Net
Worth of not less than the sum of (i) $125,000,000 plus (ii) 50% of
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the sum of the positive Consolidated Net Income, if any, during the
period from August 1, 1994 to the last day of such Fiscal Quarter,
plus (iii) the aggregate amount of all capital contributions
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(including, without limitation, all amounts attributable to the
conversion of Debt of the Borrower to equity of the Borrower) received
by the Borrower or any Subsidiary (other than such contributions
originally made by the Borrower or any of its Subsidiaries) in cash,
in other property, or by conversion of Debt of the Borrower at any
time after the date of the Seventh Amendment."
(b) Section 5.01(d) is hereby amended in its entirety to read as
follows:
"(d) Maintenance of Ratio of Net Income Available for Fixed
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Charges to Fixed Charges. Maintain for the last day of each Fiscal
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Quarter, a
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ratio of Consolidated Net Income Available for Fixed Charges for the
period of 365 consecutive days (or 366 consecutive days for any such
period that includes February 29) ending on the last day of such
Fiscal Quarter, to Consolidated Fixed Charges for such period of not
less than the ratio set forth opposite the period set forth below in
which such day occurs:
Period Ratio
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From the date of the 1.40 to 1
Seventh Amendment to
July 31, 1994
From August 1, 1994 to 1.55 to 1
July 31, 1995
From August 1, 1995 to 1.90 to 1
July 31, 1996
From August 1, 1996 to 2.00 to 1"
the Termination Date
(c) Section 5.02(a) is hereby amended in its entirety to read as
follows:
"(a) Debt Ratio. Permit the Debt Ratio for the last day of any
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Fiscal Quarter to be greater than the ratio set forth opposite the
period set forth below in which such day occurs:
Period Ratio
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From the date of the 5.60 to 1
Seventh Amendment to
July 31, 1994
From August 1, 1994 to 5.00 to 1
July 31, 1995
From August 1, 1995 to 4.10 to 1
July 31, 1996
From August 1, 1996 to 3.20 to 1"
the Termination Date
(d) Section 5.03 is hereby amended by:
(i) deleting the existing subsection (b) in its entirety;
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(ii) amending the existing Section 5.03(c) in full to read as
follows (with such subsection being relettered as indicated):
"(b) as soon as available and in any event within 45 days
after the end of each Fiscal Quarter (other than the last Fiscal
Quarter in each Fiscal Year), (i) a report covering such Fiscal
Quarter as well as the Fiscal Year to date, containing
Consolidated and consolidating balance sheets of the Borrower and
the Subsidiaries as of the end of such Fiscal Quarter and related
Consolidated and consolidating statements of earnings and
Consolidated statement of cash flows of the Borrower and the
Subsidiaries for the Fiscal Year to date and for the period
commencing at the end of the Fiscal Quarter immediately preceding
such Fiscal Quarter and ending with the end of such Fiscal
Quarter, and Consolidated statement of shareholders' equity for
the Fiscal Year to date, setting forth in each case (except in
the case of the statement of shareholders' equity) in comparative
form the corresponding figures for the corresponding period of
the prior year, all in reasonable detail and duly certified
(subject to year-end audit adjustments) by the chief financial
officer of the Borrower as having been prepared in accordance
with generally accepted accounting principles consistent with
those applied in the preparation of the financial statements
referred to in Section 4.01(e); and (ii) a Business Status Report
as of the last day of such quarter;";
(iii) amending the existing Section 5.03(d) in full to read as
follows (with such subsection being relettered as indicated):
"(c) as soon as available and in any event within 90 days
after the end of each Fiscal Year of the Borrower, a copy of the
annual audited report for such year for the Borrower and the
Subsidiaries, including therein a Consolidated balance sheet of
the Borrower and the Subsidiaries as of the end of such Fiscal
Year and related Consolidated statements of earnings,
shareholders' equity and cash flows of the Borrower and the
Subsidiaries for such Fiscal Year, setting forth in each case in
comparative form the
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corresponding figures for the corresponding period for the prior
year, in each case with the related opinion of Deloitte & Touche
LLP (or other independent public accountants of recognized
standing), together with (i) a Business Status Report as of the
last day of such Fiscal Year and (ii) a report covering the last
Fiscal Quarter in such Fiscal Year as well as such Fiscal Year,
containing Consolidated and consolidating balance sheets of the
Borrower and the Subsidiaries as of the end of such Fiscal Year
and related Consolidated and consolidating statements of earnings
and Consolidated statement of cash flows of the Borrower and the
Subsidiaries for such Fiscal Year and for the period commencing
at the end of the Fiscal Quarter immediately preceding such
Fiscal Quarter and ending with the end of such Fiscal Year, and
Consolidated statement of shareholders' equity for such Fiscal
Year, setting forth in each case (except in the case of the
statement of shareholders' equity) in comparative form the
corresponding figures for the corresponding period for the prior
year, all in reasonable detail and certified by the chief
financial officer of the Borrower as having been prepared in
accordance with generally accepted accounting principles
consistent with those applied in the preparation of the financial
statements referred to in Section 4.01(e);"; and
(iv) relettering the existing subsections (e) through (l) as
(d) through (k), respectively, and relettering the existing subsection
(n) as (l).
SECTION 2. Conditions of Effectiveness. This Eighth Amendment shall
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become effective as of the date hereof when:
(a) the Agent shall have received counterparts of this Eighth
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 Eighth Amendment,
(b) Paragraphs 6E, 6G and 6R in the Amended and Restated Note
Agreement, dated as of May 10, 1994, between the Borrower and the note
holders parties thereto and relating to the Company's 9.33% Senior Notes,
shall have been amended in substantially the same manner as set forth in
Sections 1(a), (b) and (c), respectively, hereof,
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(c) Paragraphs 6E, 6K and 6L in the Amended and Restated Note
Agreements, dated as of May 10, 1994, between the Borrower and the note
holders parties thereto and relating to the Company's 9.35% Senior Notes,
shall have been amended in substantially the same manner as set forth in
Sections 1(a), (b) and (c), respectively, hereof, and
(d) the Sublease Agreement, dated as of September 14, 1992, between
the Borrower and State Street Bank and Trust Company of California,
National Association, and an individual trustee, not in their individual
capacities but solely as owner trustees under a trust for the benefit of
General Electric Capital Corporation, as amended through October 31, 1994,
shall have been amended to incorporate by reference Sections 5.01(c),
5.01(d) and 5.02(a) of the Credit Agreement, as amended by this Eighth
Amendment.
SECTION 3. Reference to and Effect on the Credit Agreement. (a) Upon the
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effectiveness of this Eighth Amendment, on and 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 or otherwise modified
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) Except as the Credit Agreement may expressly be modified hereby,
the execution, delivery and effectiveness of this Eighth 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
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all costs and expenses of the Agent in connection with the preparation,
execution and delivery of this Eighth 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 Eighth 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
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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
Eighth Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Eighth Amendment.
SECTION 6. Governing Law. This Eighth Amendment shall be governed
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by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
ROHR, INC.
By: /s/ L. A. Chapman
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Title: Senior Vice President
and Chief Financial
Officer
CITICORP USA, INC., as Agent
By: /s/ Barbara A. Cohen
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Title: Vice President
BANKS
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CITIBANK, N.A.
By: /s/ Gerald R. Gallucci
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Title: Vice President
CITICORP USA, INC.
By: /s/ Barbara A. Cohen
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Title: Vice President
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WELLS FARGO BANK, N.A.
By /s/ S. R. Jeppsen
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Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Linda M. Thompson
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Title: Vice President
MANUFACTURERS BANK
By:
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Title:
ROYAL BANK OF CANADA
By: /s/ Brian W. Dixon
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Title: Senior Manager
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., Los Angeles Agency
By: /s/ M. Uematsu
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Title: Deputy General Manager
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By: /s/ Daniel Toffu
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Title: First Vice President &
Regional Manager
By: /s/ Henry Lee
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Title: Assistant Vice
President
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BANCA COMMERCIALE ITALIANA,
Los Angeles Foreign Branch
By: /s/ Richard E. Iwanicki
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Title: Vice President
By: /s/ Jack Wityak
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Title: Vice President
BANCO CENTRAL HISPANOAMERICANO, S.A.
By: /s/ John Estruch
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Title: Vice President
THE MITSUBISHI TRUST AND BANKING CORPORATION,
LOS ANGELES AGENCY
By:
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Title:
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