TENTH AMENDMENT
This TENTH AMENDMENT, dated as of November 17, 1995, is entered into
by and among ROHR, INC. (formerly known as Rohr Industries, Inc.) (the
"Borrower"), the financial institutions listed on the signature pages hereof
under the heading "Lenders" (collectively the "Lenders"), and CITICORP USA,
INC., a Delaware corporation, 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, the Seventh Amendment dated as of May 10, 1994,
the Eighth Amendment dated as of November 29, 1994, and the Ninth Amendment
dated as of June 30, 1995 (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 party thereto and the
Agent. The Borrower and the Lenders have agreed to amend and modify 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 follows:
(a) The definition of "Net Income Available for Fixed Charges"
contained in Section 1.01 of the Credit Agreement is hereby amended to read
as follows:
"Net Income Available for Fixed Charges" means, for any period,
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net income (or net deficit, as the case may be) before taxes for such
period, as determined 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), plus amounts
which, in the determination of net income for such period, have been
deducted for (i) the items referred to in the definition of "Fixed
Charges" in this Section 1.01, (ii) depreciation, (iii) in the case of
any such period that includes the month of April 1992, the $50,000,000
special provision which was established by the Borrower in the third
quarter of Fiscal Year 1992, (iv) in the case of any such period that
includes the fiscal month
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ending May 2, 1993 (A) the cumulative effect through May 2, 1993 of
the accounting changes adopted by the Borrower, effective as of August
1, 1992, as described in the Borrower's Form 10-Q filed with the
Securities and Exchange Commission for third Fiscal Quarter 1993, and
(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, and (v) non-cash expenses, in an amount not to
exceed $10 million in the aggregate from November 1, 1995 through the
Termination Date, that are incurred by Borrower in connection with one
or more exchanges by Borrower of shares of its common stock for all or
any portion of Borrower's Convertible Subordinated Notes due 2004 or
Borrower's Convertible Subordinated Debentures due 2012.
(b) The definition of "Repayment Date" contained in Section 1.01 of
the Credit Agreement is hereby amended to read as follows:
"Repayment Date" means the date on which any Debt (other than
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(i) Debt resulting from Advances, (ii) Debt owed to any Subsidiary
of the Borrower, and (iii) Debt described in clause (vi) of the
definition of "Debt" contained in Section 1.01) of the Borrower is
prepaid, redeemed, purchased, defeased or otherwise satisfied prior to
the scheduled repayment date or stated maturity thereof; provided,
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however, that the date on which any of the following occurs shall not
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be a Repayment Date: (a) the satisfaction of Debt through its
surrender to the Borrower in payment for stock issuable upon exercise
of a warrant issued pursuant to the Warrant Agreement dated as of July
31, 1993 between the Borrower and the purchasers identified
therein, (b) the conversion of the Borrower's 7% Convertible
Subordinated Debentures due 2012 and 7 3/4% Convertible Subordinated
Notes due 2004 into common stock of the Borrower in accordance with
their respective terms, (c) prepayments, redemptions, purchases,
defeasances or other satisfactions of Debt (other than Debt evidenced
by the Borrower's 9.35% and 9.33% senior notes due 2000 and 2002,
respectively, 9.25% subordinated notes due 2017, 7% convertible
subordinated notes due 2012, Senior Notes and Subordinated Debt)
aggregating not more than $500,000 in any Fiscal Year, and (d)
prepayments, redemptions, purchases, defeasances and other
satisfactions of convertible Debt for consideration consisting solely
of common stock of the Borrower, and provided, further, that it is
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understood and agreed that the scheduled repayment date or stated
maturity of the industrial development bonds (in an
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aggregate principal amount up to $16,500,000) related to the
Borrower's San Marcos, Texas facility shall include the date on which
such bonds shall be prepaid, redeemed or purchased in connection with
the expiration of the letter of credit related thereto or upon tender
by the holders thereof in accordance with the terms of the indenture
governing such bonds.
SECTION 2. Conditions of Effectiveness. This Tenth Amendment shall
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become effective as of the date hereof when the Agent shall have received
counterparts of this Tenth Amendment executed by the Borrower and the Majority
Lenders, or, as to any of the Lenders, advice satisfactory to the Agent that
such Lenders have executed counterparts of this Tenth Amendment. Notwithstanding
the provisions of the foregoing sentence, the amendment to the definition of
"Net Income Available for Fixed Charges" contemplated by Section 1(a) of this
Tenth Amendment shall not become effective until:
(a) the definition of "Consolidated Net Income Available for Fixed
Charges" contained in paragraph 10B of 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 Borrower's 9.33% Senior Notes, as such agreement has
been amended to date, shall have been amended in substantially the same manner
as set forth in Section 1(a) hereof;
(b) the definition of "Consolidated Net Income Available for Fixed
Charges" contained in paragraph 10B of 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 Borrower's 9.35% Senior Notes, as such agreement has
been amended to date, shall have been amended in substantially the same manner
as set forth in Section 1(a) hereof; and
(c) 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 to date, shall have been amended to incorporate
by reference the definition of "Net Income Available For Fixed Charges"
contained in Section 1.01 of the Credit Agreement, as amended by this Tenth
Amendment.
SECTION 3. Reference to and Effect on the Credit Agreement. (a)
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Upon the effectiveness of this Tenth Amendment, on and after the date hereof
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or
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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 by this Tenth
Amendment.
(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 Tenth 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 Tenth 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 Tenth 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 Tenth Amendment, or of any document required to be delivered
hereunder, by telecopier shall be effective as delivery of a manually executed
counterpart of this Tenth Amendment or such document.
SECTION 6. Governing Law. This Tenth Amendment shall be governed by,
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and construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
ROHR, INC.
By: /s/ Kenneth W. Scholz
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Title: Treasurer
CITICORP USA, INC., as Agent
By: /s/ Marjorie Futornick
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Title: Vice President
Lenders
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CITIBANK, N.A.
By: /s/ Arezoo Jafari
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Title: Assistant Vice President
CITICORP USA, INC.
By: /s/ Marjorie Futornick
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Title: Vice President
WELLS FARGO BANK, N.A.
By: /s/ Craig T. Ingram
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Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Jacqueline P. Yardley
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Title: Vice President
MANUFACTURERS BANK
By: ________________________
Title:
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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/ Motokazu Uematsu
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Title: Deputy General Manager
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By: ______________________
Title:
By: /s/ Henry Lee
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Title: Assistant Vice President
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/ Louis M. Ferreira
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Title: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By: /s/ Hiroaki Koseski
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Title: Senior Vice President
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