Exhibit 10.19
AMENDMENT NO. 2
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 2, dated as of March 31, 2006 (this "Amendment"),
amends the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 20, 2005 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among SPIRIT AEROSYSTEMS, INC. (f/k/a MID-WESTERN
AIRCRAFT SYSTEMS, INC.), a Delaware corporation (the "U.S. Borrower"); SPIRIT
AEROSYSTEMS HOLDINGS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC.),
a Delaware corporation (the "Parent Guarantor"); ONEX WIND FINANCE LP, a
Delaware limited partnership (the "Additional Borrower"); the financial
institutions listed on Schedule 2.01 thereto, as such Schedule may from time to
time be supplemented and amended (the "Lenders"); CITICORP NORTH AMERICA, INC.
("CNAI"), as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders, and as collateral agent (in such capacity, the "Collateral
Agent"); CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as sole lead arranger and
bookrunner (in such capacity, the "Lead Arranger"); THE BANK OF NOVA SCOTIA and
ROYAL BANK OF CANADA, as co-arrangers (the "Co-Arrangers") and as co-syndication
agents (the "Co-Syndication Agents"); THE BANK OF NOVA SCOTIA, as Issuing Bank;
and EXPORT DEVELOPMENT CANADA and CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, as
co-documentation agents (the "Co-Documentation Agents"). Capitalized terms used
herein and not otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement. Capitalized terms defined herein shall be deemed to be
defined in the Credit Agreement for all purposes.
WITNESSETH:
WHEREAS, Borrowers have requested that the Lenders amend the Credit
Agreement to effect the changes described below;
WHEREAS, Section 10.08 of the Credit Agreement permits the Credit
Agreement to be amended from time to time;
WHEREAS, Borrowers have requested that the Lenders consent to this
Amendment for the purposes set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which hereby
acknowledged), the parties hereto hereby agree as follows:
SECTION ONE Amendments. The Credit Agreement is, effective as of the
Amendment Effective Date (as defined below), hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following prevision at the end of the definition of
"Commitment":
", and any Commitment to make Revolving Loans extended by such Lender
as provided in Section 2.21"
(b) Section 1.01 of the Credit Agreement is hereby amended by deleting
the term "and" at the end of clause (j) of the definition of "Consolidated
EBITDA" and inserting the following new clause (1) immediately after clause
(k):
"(1) costs and expenses incurred in connection with the U.K.
Acquisition paid or invoiced on or before December 31, 2006 (not to
exceed $6.0 million); and"
(c) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following provision at the end of the definition of
"Revolving Loans":
"(and shall include any Loans contemplated by Section 2.21)"
(d) Section 1.01 of the Credit Agreement is hereby amended by
inserting the term "and any Subsidiaries of the U.S. Borrower" immediately
after the term "the other Loan Parties" and deleting the term "relating to
any Loans", in each case in clause (c) of the definition of "Obligations,"
and adding the term "or in respect of overdrafts and related liabilities
owed to any Qualified Counterparty, arising from treasury, depositary and
cash management services or in connection with any automated clearinghouse
or Bank Automated Clearing System transfer of funds" at the end of such
clause.
(e) Section 1.01 of the Credit Agreement is hereby amended by deleting
the tern "relating to any Loans" and inserting the term "or other
obligation described in clause (c) of the definition of `Obligations'"
after each occurrence of the term "Hedging Agreement", in each case in the
definition of "Qualified Counterparty."
(f) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following provision in the definition of "Revolving Credit
Commitment" immediately following the term "Swingline Loans hereunder":
"(including without limitation by virtue of an Increase Joinder)"
(g) Section 1.01 of the Credit Agreement is hereby amended by adding
the following definitions in alphabetical order:
"Increase Effective Date" shall have the meaning assigned to such term
in Section 2.21(a).
"Increase Joinder" shall have the meaning assigned to such term in
Section 2.21(c).
"Post-Increase Revolving Lenders" shall have the meaning assigned to
such term in Section 2.21(d).
2
"Pre-Increase Revolving Lenders" shall have the meaning assigned to
such term in Section 2.21(d).
"U.K. Acquisition" shall mean the acquisition by the U.K. Subsidiary
of the Aerostructures business of BAE Systems plc for an aggregate
purchase price not to exceed (pound)80,000,000 plus the amount of any
working capital adjustment payable pursuant to the acquisition
documentation relating thereto and any normal utility and property tax
adjustments associated with the purchase of real property.
"U.K. Subsidiary" shall mean Spirit Aerosystems (Europe) Limited, a
corporation organized under the laws of the United Kingdom.
(h) Section 2.01(a) of the Credit Agreement is hereby amended by
deleting the term "(B) the Aggregate Revolving Credit Exposure would exceed
$50.0 million prior to the time that at least $50.0 million has been
borrowed under the Seller Loan Agreement" and replacing it with the
following:
"(B) the aggregate Available Revolving Credit Commitment is less than
$50.0 million prior to the time that at least $50.0 million has been
borrowed under the Seller Loan Agreement"
(i) Section 2.06(b) of the Credit Agreement is hereby amended by
deleting the term "(iii) prior to the time that at least $50.0 million has
been borrowed under the Seller Loan Agreement, the Aggregate Revolving
Credit Exposure shall not exceed $50.0 million" and replacing it with the
following:
"(iii) prior to the time that at least $50.0 million has been borrowed
under the Seller Loan Agreement, the Available Revolving Credit
Commitment shall not be less than $50.0 million"
(j) Section 2.21 shall be inserted immediately after Section 2.20 of
the Credit Agreement as follows:
(a) Borrower Request. U.S. Borrower may by written notice to the
Administrative Agent elect to request prior to the Revolving Credit
Maturity Date, an increase to the existing Revolving Credit Commitment
by an amount not in excess of $75,000,000 in the aggregate. Each such
notice shall specify (i) the date (each, an "Increase Effective Date")
on which U.S. Borrower proposes that the increased Revolving Credit
Commitment shall be effective, which shall be a date not less than 10
Business Days after the date on which such notice is delivered to the
Administrative Agent and (ii) the identity of each Eligible Assignee
to whom U.S. Borrower proposes any portion of such increased Revolving
Credit Commitment be allocated and the amounts of such allocations;
provided that any existing Lender approached to provide all or a
portion of the increased Revolving Credit Commitment may elect or
decline, in its sole discretion, to provide such increased Revolving
Credit Commitment.
3
(b) Conditions. The increased Revolving Credit Commitment shall
become effective, as of such Increase Effective Date; provided that:
(1) each of the conditions set forth in Section 4.02 shall
be satisfied;
(2) no Default shall have occurred and be continuing or
would result from the borrowings made on the Increase Effective
Date, if any;
(3) U.S. Borrower shall deliver or cause to be delivered any
legal opinions or other documents reasonably requested by the
Administrative Agent in connection with any such transaction; and
(4) U.S. Borrower shall deliver mortgage amendments
sufficient to cover the full amount of the increase of the
Revolving Credit Commitments, pursuant to documentation
reasonably satisfactory to the Agents.
(c) Terms of New Loans and Commitments. The terms and provisions
of Revolving Loans made pursuant to increased Revolving Credit
Commitments shall be identical to the Revolving Loans.
The increased Revolving Credit Commitments shall be effected by a
joinder agreement (the "Increase Joinder") executed by U.S. Borrower,
the Administrative Agent and each Lender making such increased
Revolving Credit Commitment, in form and substance satisfactory to
each of them. The Increase Joinder may, without the consent of any
other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the opinion of
the Administrative Agent, to effect the provisions of this Section
2.21. In addition, unless otherwise specifically provided herein, all
references in Loan Documents to Revolving Loans shall be deemed,
unless the context otherwise requires, to include references to
Revolving Loans made pursuant to increased Revolving Credit
Commitments made pursuant to this Agreement.
(d) Adjustment of Revolving Loans. Each of the Revolving Lenders
having a Revolving Commitment prior to such Increase Effective Date
(the "Pre-Increase Revolving Lenders") shall assign to any Revolving
Lender which is acquiring a new or additional Revolving Commitment on
the Increase Effective Date (the "Post-Increase Revolving Lenders"),
and such Post-Increase Revolving Lenders shall purchase from each
Pre-Increase Revolving Lender, at the principal amount thereof, such
interests in the Revolving Loans and participation interests in LC
Exposure and Swingline Loans outstanding on such Increase Effective
Date as shall be necessary in order that, after giving effect to all
such assignments and purchases, such Revolving Loans and participation
interests in LC Exposure and Swingline Loans will be held by
Pre-Increase Revolving Lenders and
4
Post-Increase Revolving Lenders ratably in accordance with their
Revolving Commitments after giving effect to such increased Revolving
Commitments.
(e) Equal and Ratable Benefit. The Revolving Credit Commitment
established pursuant to this paragraph shall constitute Revolving
Credit Commitments under, and shall be entitled to all the benefits
afforded by, this Agreement and the other Loan Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the
Guarantees and security interests created by the Security Documents.
The Loan Parties shall take any actions reasonably required by the
Administrative Agent to ensure and/or demonstrate that the Lien and
security interests granted by the Security Documents continue to be
perfected under the UCC or otherwise after giving effect to the
establishment of any such increased Revolving Credit Commitment.
(k) Section 6.03(d) of the Credit Agreement is hereby amended by
adding the following provision at the end of such clause immediately after
the term "Section 6.04(x)":
"or (xvi)".
(l) Section 6.04 of the Credit Agreement is hereby amended by deleting
the word "and" at the end of clause (xiv) and replacing "." at the end of
clause (xv) with "; and", and inserting new clause (xvi) immediately
thereafter as follows:
"(xvi) the consummation of the U.K. Acquisition on or prior to
April 30, 2006."
(m) Section 10.08(c)(ix) of the Credit Agreement is hereby amended by
adding the following provision immediately after the term "this Agreement":
"pursuant to Section 2.21 or"
The Security Agreement is, effective as of the Amendment Effective
Date (as defined below), hereby amended as follows:
(a) Recital D of the Security Agreement is hereby amended by
deleting the term "relating to Loans."
SECTION TWO Consent. Pursuant to Section 10.3 of Subordination and
Intercreditor Agreement, the Lenders party hereto hereby consent to the
Collateral Agent's execution of an amendment to the Subordination and
Intercreditor Agreement to conform the definition of "Senior Obligations"
therein to the amendment to the definition of "Obligations" and to conform the
definition of "Qualified Counterparty" therein to the amendment to the
definition of the same term, in each case pursuant to Section I of this
Amendment.
SECTION THREE Conditions to Effectiveness. This Amendment shall become
effective on and as of the first date (the "Amendment Effective Date") on which
all of the following conditions precedent shall have been satisfied in full:
5
(a) The Administrative Agent shall have received (i) counterparts of
this Amendment executed by each of the Borrowers and the Parent Guarantor
and (ii) executed Amendment Addenda (in the form attached hereto as Exhibit
A) from a number of Lenders sufficient to constitute the Requisite Lenders;
provided that Section 1(d) and Section 2 of this Amendment shall not be
effective until the Administrative Agent shall have received executed
Amendment Addenda from a number of Lenders sufficient to constitute the
Supermajority Senior Lenders (as defined in the Subordination and
Intercreditor Agreement) and the requisite Subordinated Lenders under the
Subordination and Intercreditor Agreement.
(b) The representations and warranties set forth in Article III of the
Credit Agreement and in the other Loan Documents shall be on and as of the
Amendment Effective Date true and correct in all material respects (except
that any representation or warranty that is qualified as to "materiality"
or "Material Adverse Effect" shall be true and correct in all respects)
with the same effect as if then made (unless expressly stated to relate to
an earlier date, in which case such representations and warranties shall be
true and correct in all material respects (except that any representation
or warranty that is qualified as to "materiality" or "Material Adverse
Effect" shall be true and correct in all respects) as of such earlier
date).
(c) As of the Amendment Effective Date, no Default or Event of Default
shall have occurred and be continuing.
SECTION FOUR Representations and Warranties; Covenants. In order to
induce the Requisite Lenders to enter into this Amendment, the Borrowers and the
Parent Guarantor jointly and severally represent and warrant to each of the
Lenders that both before and after giving effect to this Amendment: (a) no
Default or Event of Default has occurred and is continuing, (b) all of the
representations and warranties set forth in Article III of the Credit Agreement
and in the other Loan Documents are true and correct in all material respects
(except that any representation and warranty that is qualified as to
"materiality" or "Material Adverse Effect" is true and correct in all respects)
on and as of the date hereof as if made on the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date) and (c) all reasonable out-of-pocket
expenses (including reasonable fees, charges and disbursements of Cahill Gordon
& Reindel LLP) of the Agents in connection with this Amendment, to the extent
invoiced, will be promptly reimbursed or paid by the Borrowers.
SECTION FIVE Reference to and Effect on the Credit Agreement. Other
than as specifically provided in thus Amendment, this Amendment shall not
operate as a waiver or amendment of any right, power or privilege of the Lenders
or the Secured Parties under the Credit Agreement or any other Loan Document or
of any other term or condition of the Credit Agreement or any other Loan
Document, nor shall the entering into of this Amendment preclude the Lenders
from refusing to enter into any further waivers or amendments with respect to
the Credit Agreement or any other Loan Document. All references to the Credit
Agreement in any document, instrument, agreement, or writing shall from and
after the Amendment Effective Date be deemed to refer to the Credit Agreement as
amended by this Amendment and references in
6
the Credit Agreement to "this Agreement," "hereunder," "herein," or words of
like import shall mean and be a reference to the Credit Agreement, as affected
and amended hereby.
SECTION SIX Acknowledgements. Each of the Loan Parties hereby (i)
expressly acknowledges the terms of this Amendment, (ii) ratifies and affirms
its obligations under the Loan Documents to which it is a party (including
without limitation the Guarantee Agreement and Security Documents and Liens and
security interests granted thereunder) and (iii) acknowledges its continued
liability under each Loan Document to which it is a party and agrees that such
Loan Documents remain in full force and effect, including with respect to the
Obligations.
SECTION SEVEN Amendment Addenda; Execution in Counterparts. Each
Lender to become a party to this Amendment shall do so by delivering to the
Administrative Agent an Amendment Addendum in the form attached hereto as
Exhibit A (each, an "Amendment Addendum") duly executed by such Lender and the
Administrative Agent. References in this Amendment to "this Amendment,"
"hereunder," "herein," or words of like import shall mean and be a reference to
this Amendment and each such executed Lender Addendum.
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. Delivery of an executed counterpart
of a signature page to this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.
SECTION EIGHT Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION NINE Headings. The various headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
[Signature Pages Follow]
7
IN WITNESS THEREOF, the parties hereto have caused this Amendment to
be duly executed by their duly authorized officers as of the day and year first
above written.
SPIRIT AEROSYSTEMS, INC. (f/k/a
MID-WESTERN AIRCRAFT SYSTEMS, INC.), as
U.S. Borrower
By: /s/ Ulrich Schmidt
------------------------------------
Name: Ulrich Schmidt
Title: Executive Vice President and
Chief Financial Officer
SPIRIT AEROSYSTEMS HOLDINGS, INC. (f/k/a
MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS,
INC.),
as Parent Guarantor
By: /s/ Nigel Wright
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
ONEX WIND FINANCE LP, as Additional
Borrower
By: 1648701 Ontario Inc., its General
Partner
By: /s/ Nigel Wright
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
CITICORP NORTH AMERICA, INC., as Senior
Administrative Agent and Senior
Collateral Agent
By: /s/ Hector Guenther
------------------------------------
Name: Hector Guenther
Title: Vice President
Address:
390 Greenwich Street
New York, New York 10013
Attention: Sandra Munoz
Telecopy (212) 994-0961
E-mail: sandra.m.mumoz@citigroup.com
EXHIBIT A
[Form of]
AMENDMENT ADDENDUM
Reference is made to AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
CREDIT AGREEMENT dated as of March 31, 2006 (the "Amendment"), amending the
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 20, 2005 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among SPIRIT AEROSYSTEMS, INC. (f/k/a MID-WESTERN AIRCRAFT
SYSTEMS, INC.), a Delaware corporation (the "U.S. Borrower"); SPIRIT AEROSYSTEMS
HOLDINGS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC.), a Delaware
corporation (the "Parent Guarantor"); ONEX WIND FINANCE LP, a Delaware limited
partnership (the "Additional Borrower"); the financial institutions listed on
Schedule 2.01 thereto, as such Schedule may from time to time be supplemented
and amended (the "Lenders"); CITICORP NORTH AMERICA, INC. ("CNAI"), as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, and as collateral agent (in such capacity, the "Collateral Agent");
CITIGROUP GLOBAL MARKETS INC. ("CGMI"), as sole lead arranger and bookrunner (in
such capacity, the "Lead Arranger"); THE BANK OF NOVA SCOTIA and ROYAL BANK OF
CANADA, as co-arrangers (the "Co-Arrangers") and as co-syndication agents (the
"Co-Syndication Agents"); THE BANK OF NOVA SCOTIA, as Issuing Bank; and EXPORT
DEVELOPMENT CANADA and CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, as
co-documentation agents (the "Co-Documentation Agents")
Upon execution and delivery of this Amendment Addendum by the parties
hereto and upon receipt of executed Amendment Addenda from the Requisite Lenders
as provided in Section 10.08 of the Credit Agreement, the undersigned hereby
becomes a party to the Amendment, effective as of the date hereof.
THIS AMENDMENT ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH, AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
This Amendment Addendum may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page hereof by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Addendum to be duly executed and delivered by their proper and duly authorized
officers as of the date of the Amendment first set forth above.
[ ],
-------------------------------------
as a Lender
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
[If second signature is necessary:]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------