Exhibit 4.11
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of April 23, 1999, among TRANSDIGM HOLDING COMPANY, a Delaware
corporation ("Holdings"), TRANSDIGM INC., a Delaware corporation (the
"Borrower"), the various lending institutions party to the Credit Agreement
referred to below (each, a "Lender" and, collectively, the "Lenders"), and
BANKERS TRUST COMPANY, as Administrative Agent for the Lenders (the
"Administrative Agent"). All capitalized terms used herein and not otherwise
defined herein shall have the meanings provided such terms in the Credit
Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Lenders and the
Administrative Agent are parties to a Credit Agreement, dated as of December 3,
1998 (as amended through, but not including, the date hereof, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO CREDIT AGREEMENT.
1. Section 1.01 of the Credit Agreement is hereby amended by
deleting clause (a) thereof in its entirety and inserting the following new
clause (a) in lieu thereof:
"(a) Subject to and upon the terms and conditions set forth
herein, (A) each Lender with an A Term Loan Commitment on the Initial
Borrowing Date severally agrees to make on such date, and (B) each
Lender with an A Term Loan Commitment on the AR Acquisition Date
severally agrees to make on such date, in each case, a term loan (each,
an "A Term Loan" and, collectively, the "A Term Loans") to the
Borrower, which A Term Loans: (i) shall be incurred pursuant to two
single drawings, the first of which shall be on the Initial Borrowing
Date and the second of which shall be on the AR Acquisition Date; (ii)
shall be denominated in U.S. Dollars; (iii) except as hereafter
provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar
Loans, provided that (x) all A Term Loans made as part of the same
Borrowing shall, unless otherwise specifically provided herein, consist
of A Term Loans of the same Type and (y) unless the Administrative
Agent has determined that the Syndication Date has occurred (at which
time this clause (y) shall no longer be applicable), no more than four
Borrowings of A Term Loans to be maintained as Eurodollar Loans may be
incurred prior to the 60th day after the Initial Borrowing Date (each
of which Borrowings of Eurodollar Loans may only have an Interest
Period of (A) in the case of the first two such Borrowings, seven days,
and (B) in the case of the remaining two Borrowings, one month, and the
first of which Borrowings may only be made on the Initial Borrowing
Date or on or prior to the sixth Business Day after the
Initial Borrowing Date and with each such Borrowing made thereafter to
be made only on the last day of the Interest Period of the immediately
preceding Borrowing); and (iv) shall not exceed for any such Lender at
the time of incurrence thereof on the Initial Borrowing Date or the AR
Acquisition Date, as the case may be, that aggregate principal amount
as is equal to the A Term Loan Commitment of such Lender as in effect
on the Initial Borrowing Date or the AR Acquisition Date, as the case
may be (before giving effect to any reductions thereto on such
respective date pursuant to Section 3.03(b)). Once repaid, A Term Loans
incurred hereunder may not be reborrowed."
2. Section 1.01 of the Credit Agreement is hereby further
amended by deleting clause (b) thereof in its entirety and inserting the
following new clause (b) in lieu thereof:
"(b) Subject to and upon the terms and conditions set forth
herein, (A) each Lender with a B Term Loan Commitment on the Initial
Borrowing Date severally agrees to make on such date, and (B) each
Lender with a B Term Loan Commitment on the AR Acquisition Date
severally agrees to make on such date, in each case, a term loan (each,
a "B Term Loan" and, collectively, the "B Term Loans" and, together
with the A Term Loans, the "Term Loans") to the Borrower, which B Term
Loans: (i) shall be incurred pursuant to two single drawings, the first
of which shall be on the Initial Borrowing Date and the second of which
shall be on the AR Acquisition Date; (ii) shall be denominated in U.S.
Dollars; (iii) except as hereafter provided, shall, at the option of
the Borrower, be incurred and maintained as, and/or converted into,
Base Rate Loans or Eurodollar Loans, provided that (x) all B Term Loans
made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of B Term Loans of the same Type and (y)
unless the Administrative Agent has determined that the Syndication
Date has occurred (at which time this clause (y) shall no longer be
applicable), no more than four Borrowings of B Term Loans to be
maintained as Eurodollar Loans may be incurred prior to the 60th day
after the Initial Borrowing Date (each of which Borrowings of
Eurodollar Loans (I) may only have the same Interest Period as is then
permitted for a Borrowing of A Term Loans that are maintained as
Eurodollar Loans and (II) shall begin and end on the same day as a
Borrowing of A Term Loans that are maintained as Eurodollar Loans); and
(iv) shall not exceed for any such Lender at the time of incurrence
thereof on the Initial Borrowing Date or the AR Acquisition Date, as
the case may be, that aggregate principal amount as is equal to the B
Term Loan Commitment of such Lender as in effect on the Initial
Borrowing Date or the AR Acquisition Date, as the case may be (before
giving effect to any reductions thereto on such respective date
pursuant to Section 3.03(c)). Once repaid, B Term Loans incurred
hereunder may not be reborrowed."
3. Section 3.03 of the Credit Agreement is hereby amended by
deleting clauses (b) and (c) thereof in their entirety and inserting the
following new clauses (b) and (c), respectively, in lieu thereof:
"(b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total A Term Loan Commitment (and
the A Term Loan
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Commitment of each Lender) shall terminate in its entirety on the
Initial Borrowing Date (after giving effect to the incurrence of A
Term Loans on such date); provided that, notwithstanding the
foregoing, the portion of the Total A Term Loan Commitment effected
pursuant to the Second Amendment shall terminate in its entirety on
the AR Acquisition Date (after giving effect to the incurrence of A
Term Loans on such date).
(c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total B Term Loan Commitment (and
the B Term Loan Commitment of each Lender) shall terminate in its
entirety on the Initial Borrowing Date (after giving effect to the
incurrence of B Term Loans on such date); provided that,
notwithstanding the foregoing, the portion of the Total B Term Loan
Commitment effected pursuant to the Second Amendment shall terminate in
its entirety on the AR Acquisition Date (after giving effect to the
incurrence of B Term Loans on such date)."
4. Section 4.02 of the Credit Agreement is hereby amended by
deleting the table appearing in clause (b) thereof in its entirety and inserting
the following new table in lieu thereof:
"TRANCHE A SCHEDULED REPAYMENT DATE AMOUNT
- ----------------------------------- ----------
August 15, 1999 $4,133,333
November 15, 1999 $1,705,000
February 15, 2000 $1,705,000
May 15, 2000 $1,705,000
August 15, 2000 $1,705,000
November 15, 2000 $2,583,333
February 15, 2001 $2,583,333
May 15, 2001 $2,583,334
August 15, 2001 $2,583,333
November 15, 2001 $2,583,333
February 15, 2002 $2,583,334
May 15, 2002 $2,583,333
August 15, 2002 $2,583,333
November 15, 2002 $3,461,667
February 15, 2003 $3,461,667
May 15, 2003 $3,461,667
August 15, 2003 $3,461,666
November 15, 2003 $3,306,667
February 15, 2004 $3,306,667
May 15, 2004 $3,306,667
August 15, 2004 $3,306,667
A Term Loan Maturity Date $3,306,666".
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5. Section 4.02 of the Credit Agreement is hereby further
amended by deleting the table appearing in clause (c) thereof in its entirety
and inserting the following new table in lieu thereof:
"TRANCHE B SCHEDULED REPAYMENT DATE AMOUNT
- ----------------------------------- --------
August 15, 1999 $310,000
November 15, 1999 $310,000
February 15, 2000 $155,000
May 15, 2000 $155,000
August 15, 2000 $155,000
November 15, 2000 $155,000
February 15, 2001 $155,000
May 15, 2001 $155,000
August 15, 2001 $155,000
November 15, 2001 $155,000
February 15, 2002 $155,000
May 15, 2002 $155,000
August 15, 2002 $155,000
November 15, 2002 $155,000
February 15, 2003 $155,000
May 15, 2003 $155,000
August 15, 2003 $155,000
November 15, 2003 $155,000
February 15, 2004 $155,000
May 15, 2004 $155,000
August 15, 2004 $155,000
November 15, 2004 $155,000
February 15, 2005 $9,713,333
May 15, 2005 $9,713,333
August 15, 2005 $9,713,334
November 15, 2005 $9,713,333
February 15, 2006 $9,713,333
B Term Loan Maturity Date $9,713,334".
6. Section 4.02 of the Credit Agreement is hereby further
amended by inserting the following new clause (m) at the end thereof:
"(m) In addition to any other mandatory repayments pursuant to
this Section 4.02, on any date upon which Holdings or any of its
Subsidiaries receives proceeds from any purchase price adjustment
effected pursuant to the AR Acquisition Agreement, 100% of such
proceeds shall be applied to repay Revolving Loans (if any) outstanding
at such time (with no corresponding reduction to the Total Revolving
Loan Commitment)."
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7. Section 7.02 of the Credit Agreement is hereby amended by
(i) inserting the words "and the AR Transaction Documents" immediately following
the words "Transaction Documents" in each place such words appear therein and
(ii) inserting the words "and AR Transaction Document" immediately following the
words "Transaction Document" in each place such words appear therein.
8. Section 7.03 of the Credit Agreement is hereby amended by
inserting the words "or the AR Transaction Documents" immediately following the
words "Transaction Documents" appearing therein.
9. Section 7.05(a) of the Credit Agreement is hereby amended
by deleting such clause (a) in its entirety and inserting the following new
clause (a) in lieu thereof:
"(a) All proceeds of Term Loans incurred (i) on the Initial
Borrowing Date, shall be used by the Borrower to finance the
Transaction and to pay fees and expenses incurred in connection
therewith and (ii) on the AR Acquisition Date, shall be used by the
Borrower to finance the AR Transaction and to pay fees and expenses
incurred in connection therewith, provided that such fees and expenses
shall not exceed $2,000,000.
10. Section 7.05(b) of the Credit Agreement is hereby amended
by inserting the following parenthetical at the end thereof:
"(exclusive of Revolving Loans and Swingline Loans incurred to finance
the AR Transaction, although no more than $8,000,000 of Revolving Loans
and Swingline Loans in the aggregate may be used to finance the AR
Transaction)".
11. Section 7.06 of the Credit Agreement is hereby amended by
(i) inserting "(a)" immediately after the heading thereof and (ii) inserting the
following new clause (b) at the end thereof:
"(b) Except as may have been obtained or made on or prior to
the AR Acquisition Date (and which remain in full force and effect on
the AR Transaction Date), no order, consent, approval, license,
authorization or validation of, or filing, recording or registration
with, or exemption by, any foreign or domestic governmental or public
body or authority, or any subdivision thereof, is required to authorize
or is required in connection with (i) the execution, delivery and
performance of any AR Transaction Document or (ii) the legality,
validity, binding effect or enforceability of any AR Transaction
Document."
12. Section 7.09 of the Credit Agreement is hereby amended by
(i) inserting the words "and the AR Projections" immediately following the word
"Projections" appearing in the first parenthetical thereof and (ii) inserting
the words "and the AR Transaction Documents" immediately following the words
"Transaction Documents" appearing in the third parenthetical thereof.
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13. Section 7.10(a) of the Credit Agreement is hereby amended
by (i) inserting a reference to "and the AR Acquisition Date" immediately
following the reference to "Initial Borrowing Date" appearing therein, (ii)
inserting a reference to "and, to the extent applicable, the AR Transaction,"
immediately following the reference to "Transaction" appearing therein and (iii)
inserting a reference to "and, to the extent applicable, the AR Transaction
Documents," immediately following the reference to "Transaction Documents"
appearing therein.
14. Section 7.10(b) of the Credit Agreement is hereby amended
by inserting the following new clauses (iii) and (iv) at the end thereof:
"(iii) The audited consolidated balance sheets of AR Holdings
and its Subsidiaries for the fiscal years ended June 28, 1996, June 27,
1997 and June 26, 1998, respectively, and the unaudited consolidated
balance sheet or AR Holdings and its Subsidiaries for its fiscal
quarter ended December 31, 1998, and (in each case) the related
consolidated statements of income, cash flows and shareholders' equity
of AR Holdings and its Subsidiaries for the fiscal years or six month
period, as the case may be, ended on such dates, copies of which have
been furnished to the Lenders prior to the Second Amendment Effective
Date, present fairly in all material respects the consolidated
financial position of AR Holdings and its Subsidiaries at the date of
such balance sheets and the consolidated results of the operations of
AR Holdings and its Subsidiaries for the periods covered thereby. All
of the foregoing historical financial statements have been prepared in
accordance with GAAP consistently applied except as otherwise disclosed
in the notes thereto and, in the case of the six month financial
statements, (x) such financial statements shall reflect adjustments
consistent with those reflected in such statements delivered to the
Administrative Agent prior to the Second Amendment Effective Date and
(y) the absence of footnotes and normal year-end audit adjustments.
(iv) The PRO FORMA consolidated balance sheet of Holdings and
its Subsidiaries at December 31, 1998 and the PRO FORMA consolidated
statement of income of Holdings and its Subsidiaries for the twelve
months ended December 31, 1998, in each case after giving effect to the
Transaction and the financing therefor, copies of which have been
furnished to the Lenders prior to the Second Amendment Effective Date,
present fairly in all material respects the PRO FORMA consolidated
financial position of Holdings and its Subsidiaries as of December 31,
1998 and the PRO FORMA consolidated results of operations of Holdings
and its Subsidiaries for the twelve-month period ended on December 31,
1998. Such pro forma financial statements have been prepared on a basis
consistent with the historical financial statements set forth in clause
(i) of this Section 7.10(b)."
15. Section 7.10(d) of the Credit Agreement is hereby amended
by (i) inserting the phrase "and the AR Acquisition Date" immediately after the
phrase "Initial Borrowing Date" appearing therein and (ii) inserting the word
"each" immediately after the word "on" appearing in the first parenthetical
thereof.
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16. Section 7.10(e) of the Credit Agreement is hereby amended
by (i) inserting "(i)" immediately after the reference to "(e)" thereof and (ii)
inserting the following new clause (ii) at the end thereof:
"(ii) The AR Projections have been prepared on a basis
consistent with the financial statements referred to in Section 7.10(b)
(except as may otherwise be indicated in the AR Projections), and are
based on good faith estimates and assumptions made by the management of
Holdings. On the AR Acquisition Date (i) such management believed that
the AR Projections were reasonable and attainable and (ii) there is no
fact known to Holdings or any of its Subsidiaries which could have a
Material Adverse Effect which has not been disclosed herein or in such
other documents, certificates and statements furnished to the Lenders
for use in connection with the AR Transaction."
17. Section 7.24 of the Credit Agreement is hereby amended by
(i) inserting the words "and in the AR Transaction Documents" immediately after
the words "Transaction Documents" appearing therein and (ii) inserting the words
"or the AR Acquisition Date, as the case may be," immediately following the
words "Initial Borrowing Date" appearing therein.
18. Section 7 of the Credit Agreement is hereby further
amended by inserting the following new Section 7.28 immediately after Section
7.27 appearing therein:
"7.28 CONSUMMATION OF AR TRANSACTION. At the time of
consummation thereof, the AR Transaction shall have been consummated in
all material respects in accordance with the terms of the respective AR
Transaction Documents and all applicable laws. At the time of
consummation thereof, all necessary and material consents and approvals
of, and filings and registrations with, and all other actions in
respect of, all governmental agencies, authorities or instrumentalities
required to make or consummate the AR Transaction have been obtained,
given, filed or taken or waived and are or will be in full force and
effect (or effective judicial relief with respect thereto has been
obtained). All applicable waiting periods with respect thereto have or,
prior to the time when required, will have, expired without, in all
such cases, any action being taken by any competent authority which
restrains, prevents, or imposes material adverse conditions upon the AR
Transaction. Additionally, there does not exist any judgment, order or
injunction prohibiting or imposing material adverse conditions upon the
AR Transaction, or the occurrence of any Credit Event or the
performance by Holdings and its Subsidiaries of their respective
obligations under the AR Transaction Documents and all applicable laws.
The AR Transaction has been consummated in all material respects in
accordance with the respective AR Transaction Documents and all
applicable laws."
19. Section 8.10 of the Credit Agreement is hereby amended by
inserting the following new sentence at the end thereof:
"Notwithstanding the foregoing, AR Holdings and its Subsidiaries may
have a fiscal year end and fiscal quarter ends on dates that are
different than those of Holdings and its other Subsidiaries, although
Holdings agrees to cause AR Holdings to change its and its
Subsidiaries' fiscal year and fiscal quarter ends to dates that are
consistent with those of
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Holdings and its other Subsidiaries as promptly as practicable
following the Second Amendment Effective Date."
20. Section 8.14(a) of the Credit Agreement is hereby amended
by inserting the following new sentence at the end thereof:
"The Borrower and the Lenders hereby agree that the AR Acquisition
shall be a Permitted Acquisition subject to the terms of this Section
8.14 although clauses (viii) and (ix) above shall be determined without
regard to, and shall not apply to, the AR Acquisition so long as (x)
the aggregate consideration paid in connection with the AR Acquisition
(without giving effect to any Indebtedness acquired and refinanced in
connection therewith) does not exceed $29,000,000, (y) substantially
all Indebtedness of AR Holdings and its Subsidiaries is refinanced at
the time of the consummation of the AR Transaction and (z) the AR
Transaction is financed with no more than $34,000,000 of Term Loans and
no more than $8,000,000 of Revolving Loans and Swingline Loans."
21. Section 9.08(a) of the Credit Agreement is hereby amended
by (i) deleting the reference to the amount "$6,500,000" appearing in clause (i)
thereof and inserting the amount "$7,500,000" in lieu thereof, (ii) deleting in
its entirety the table appearing in said Section and inserting the following new
table in lieu thereof:
"FISCAL YEAR ENDING AMOUNT
------------------ ------
September 30, 2000 $7,500,000
September 30, 2001 $7,500,000
September 30, 2002 $7,500,000
September 30, 2003 $7,500,000
September 30, 2004 $7,500,000
September 30, 2005 $8,500,000
September 30, 2006 $9,000,000";
and (iii) inserting the parenthetical "(other than the AR Acquisition)"
immediately following the words "any Permitted Acquisition" appearing in the
second sentence thereof.
22. Section 9.09 of the Credit Agreement is hereby amended by
(i) deleting in its entirety the table appearing in said Section and inserting
the following new table in lieu thereof:
"FISCAL QUARTER ENDING CLOSEST TO AMOUNT
-------------------------------- ------
December 31, 1998 $40,000,000
March 31, 1999 $44,000,000
June 30, 1999 $44,000,000
September 30, 1999 $48,000,000
December 31, 1999 $48,000,000
March 31, 2000 $48,000,000
June 30, 2000 $48,000,000
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September 30, 2000 $52,000,000
December 31, 2000 $52,000,000
March 31, 2001 $52,000,000
June 30, 2001 $52,000,000
September 30, 2001 $56,000,000
December 31, 2001 $56,000,000
March 31, 2002 $56,000,000
June 30, 2002 $56,000,000
September 30, 2002 $62,000,000
December 31, 2002 $62,000,000
March 31, 2003 $62,000,000
June 30, 2003 $62,000,000
September 30, 2003
and the last day of each fiscal quarter of
Holdings ending thereafter $69,000,000";
and (ii) inserting the parenthetical "(other than the AR Acquisition)"
immediately following the words "any Permitted Acquisition" appearing in the
second sentence thereof.
23. Section 9.10 of the Credit Agreement is hereby amended by
deleting in its entirety the table appearing in said Section and inserting the
following new table in lieu thereof:
"FISCAL QUARTER ENDING CLOSEST TO RATIO
-------------------------------- -----
March 31, 1999 1.65:1.00
June 30, 1999 1.65:1.00
September 30, 1999 1.65:1.00
December 31, 1999 1.75:1.00
March 31, 2000 1.85:1.00
June 30, 2000 1.85:1.00
September 30, 2000 1.85:1.00
December 31, 2000 2.00:1.00
March 31, 2001 2.00:1.00
June 30, 2001 2.00:1.00
September 30, 2001 2.15:1.00
December 31, 2001 2.25:1.00
March 31, 2002 2.25:1.00
June 30, 2002 2.25:1.00
September 30, 2002
and the last day of each fiscal quarter of Holdings ending
thereafter 2.50:1.00"
24. Section 9.11 of the Credit Agreement is hereby amended by
deleting the reference therein to "5.00" and inserting a reference to "5.25" in
lieu thereof.
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25. Section 11 of the Credit Agreement is hereby amended by
deleting the definitions of "A Term Loan Commitment" and "B Term Loan
Commitment" appearing therein and inserting the following new definitions of "A
Term Loan Commitment" and "B Term Loan Commitment" in lieu thereof:
"A Term Loan Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name in Annex I (as
in effect on the Initial Borrowing Date in the case of A Term Loans
incurred on such date and as in effect on the AR Acquisition Date in
the case of A Term Loans incurred on such date, in either case)
directly below the column entitled "A Term Loan Commitment," as the
same may be terminated pursuant to Sections 3.03 and/or Section 10.
"B Term Loan Commitment" shall mean, with respect to each
Lender, the amount set forth opposite such Lender's name in Annex I (as
in effect on the Initial Borrowing Date in the case of B Term Loans
incurred on such date and as in effect on the AR Acquisition Date in
the case of B Term Loans incurred on such date, in either case)
directly below the column entitled "B Term Loan Commitment," as the
same may be terminated pursuant to Sections 3.03 and/or Section 10.
26. Section 11 of the Credit Agreement is hereby further
amended by (i) inserting the text "and up to $1,750,000 in the aggregate of
one-time cash and non-cash severance expenses directly associated with the AR
Acquisition" immediately following the reference to "Subordinated Note Offering
Memorandum" appearing in the definition of "Consolidated EBITDA" and (ii)
deleting the word "and" appearing at the end of the final clause (x) appearing
in the definition of "Consolidated EBITDA" and inserting the following new
clause (z) at the end of said definition:
"and (z) in determining Consolidated EBITDA for purposes of Sections
9.09 and 9.10, Consolidated EBITDA for any period shall be calculated
on a Pro Forma Basis to give effect to the AR Acquisition to the extent
such acquisition occurred during such period and the assets acquired
pursuant to such acquisition were not subsequently sold or otherwise
disposed of by Holdings or any of its Subsidiaries during such period".
27. Section 11 of the Credit Agreement is hereby further
amended by inserting in the appropriate alphabetical order the following new
definitions:
"Adams Rite Aerospace" shall mean Adams Rite Aerospace, Inc.,
a California corporation.
"AR Acquisition" shall mean the merger of a Wholly-Owned
Domestic Subsidiary of the Borrower with and into AR Holdings, with AR
Holdings being the surviving corporation of such merger, pursuant to
the terms of the AR Acquisition Agreement and the other AR Acquisition
Documents.
"AR Acquisition Agreement" shall mean the Agreement and Plan
of Reorganization, dated as of February __, 1999, by and among the
Borrower, a Wholly-
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Owned Domestic Subsidiary of the Borrower, AR Holdings and a
representative for the shareholders of AR Holdings.
"AR Acquisition Date" shall mean the date on which the AR
Transaction is consummated and the incurrence of Term Loans pursuant to
the Second Amendment is made, which date shall be the Second Amendment
Effective Date.
"AR Acquisition Documents" shall mean the AR Acquisition
Agreement and any other agreements, instruments and documents entered
into in connection with the AR Acquisition.
"AR Holdings" shall mean ZMP, Inc., a California corporation
and the owner of all of the outstanding capital stock of Adams Rite
Aerospace.
"AR Projections" shall mean the projections, dated __________,
1999, which were prepared by or on behalf of Holdings in connection
with the AR Transaction and which were delivered to the Lenders prior
the Second Amendment Effective Date.
"AR Refinancing" shall mean the refinancing of substantially
all of the Indebtedness of AR Holdings and its Subsidiaries as part of
the AR Acquisition.
"AR Refinancing Documents" shall mean any agreements,
instruments and documents entered into in connection with the AR
Refinancing.
"AR Transaction" shall mean, collectively, the AR Acquisition
and the AR Refinancing.
"AR Transaction Documents" shall mean the AR Acquisition
Documents and the AR Refinancing Documents.
"Second Amendment" shall mean the Second Amendment to this
Agreement, dated as of February 16, 1999.
"Second Amendment Effective Date" shall have the meaning
provided in paragraph II.6. of the Second Amendment.
28. Annexes I and II to the Credit Agreement are hereby
amended by deleting same in their entirety and inserting in lieu thereof
Schedules I and II, respectively, attached hereto.
29. In connection with the incurrence of A Term Loans and B
Term Loans pursuant to this Amendment, the Lenders and the Borrower hereby agree
that, notwithstanding anything to the contrary contained in the Credit
Agreement, the Borrower and the Administrative Agent may take all such actions
as may be necessary to ensure that all Lenders with outstanding A Term Loans and
B Term Loans, as the case may be, continue to participate in each Borrowing of
outstanding A Term Loans and B Term Loans (after giving effect to the incurrence
of A Term Loans and B Term Loans pursuant to this Amendment) on a PRO RATA basis
(including by having
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the A Term Loans or B Term Loans, as the case may be, incurred pursuant to this
Amendment added to the then outstanding Borrowings of A Term Loans or B Term
Loans, as the case may be, on a pro rata basis even though as a result thereof
such new A Term Loan or B Term Loan, as the case may be, may effectively have a
shorter Interest Period than the existing A Term Loans or B Term Loans, as the
case may be), and it is hereby agreed that (x) to the extent any existing
Borrowings of A Term Loans and B Term Loans that are maintained as Eurodollar
Loans are affected as a result thereof, any breakage costs of the type described
in Section 1.11 of the Credit Agreement incurred by such Lenders in connection
therewith shall be for the account of the Borrower or (y) to the extent the A
Term Loans and B Term Loans that are incurred pursuant to this Amendment are
added to the then outstanding Borrowings of A Term Loans or B Term Loans, as the
case may be, which are maintained as Eurodollar Loans, the Lenders that have
made such additional A Term Loans or B Term Loans, as the case may be, shall be
entitled to receive an effective interest rate on such additional Term Loans as
is equal to the Eurodollar Rate as in effect two Business Days prior to the
incurrence of such additional Term Loans plus the then Applicable Eurodollar
Margin.
II. MISCELLANEOUS PROVISIONS.
1. In order to induce the Lenders to enter into this
Amendment, each of Holdings and the Borrower hereby represents and warrants
that:
(a) no Default or Event of Default exists as of the Second
Amendment Effective Date (as defined below), both before and after
giving effect to this Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct in
all material respects on the Second Amendment Effective Date, both
before and after giving effect to this Amendment, with the same effect
as though such representations and warranties had been made on and as
of the Second Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
2. All parties hereto hereby acknowledge and agree that all
extensions of credit (including all Term Loans and all amounts owing with
respect thereto) pursuant to the Credit Agreement, as amended hereby, shall be
entitled to the benefits of all Guaranties and Security Documents executed and
delivered pursuant to the Credit Agreement, and to the benefit of all other
Credit Documents.
3. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
4. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same
12
instrument. A complete set of counterparts shall be lodged with the Borrower and
the Administrative Agent.
5. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.
6. This Amendment shall become effective on the date (the
"Second Amendment Effective Date") when the following conditions have been met
to the satisfaction of the Administrative Agent and the Required Lenders
(determined immediately after the occurrence of the Second Amendment Effective
Date):
(i) each of Holdings, the Borrower, each Subsidiary Guarantor,
the Required Lenders (determined before giving effect to this
Amendment) and each Lender which is providing an A Term Loan Commitment
and/or a B Term Loan Commitment pursuant to this Amendment shall have
signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice
Office;
(ii) (x) there shall have been delivered to the Administrative
Agent and the Lenders true and correct copies of all AR Transaction
Documents, certified as such by an Authorized Officer of Holdings or
the Borrower, and all terms and conditions of the AR Transaction
Documents shall be in form and substance reasonably satisfactory to the
Administrative Agent, and (y) the AR Transaction shall have been
consummated in accordance with the AR Transaction Documents (without
giving effect to any amendment or modification thereof or waiver with
respect thereto unless consented to by the Administrative Agent) and
the relevant requirements of the Credit Agreement (as amended hereby);
(iii) the Administrative Agent shall have received from each
Credit Party (including any Credit Party acquired pursuant to the AR
Acquisition) certified copies of resolutions of the Board of Directors
or statements of unanimous written consent in lieu thereof of such
Credit Party with respect to the matters set forth in this Amendment
and the transactions contemplated herein and such resolutions shall be
in form and substance reasonably satisfactory to the Administrative
Agent;
(iv) (A) AR Holdings and each Domestic Subsidiary thereof
acquired in connection with the AR Acquisition (including Adams Rite
Aerospace) shall have (i) executed and delivered to the Administrative
Agent a subsidiary assumption agreement pursuant to which each such
Person shall become a party to the Subsidiaries Guaranty, the Pledge
Agreement and the Security Agreement and (ii) complied with any other
requirements of Sections 8.11 and 9.15 of the Credit Agreement to the
extent required by the Administrative Agent to be complied with on the
Second Amendment Effective Date and (B) Holdings and the other Credit
Parties shall have duly pledged and delivered to the Collateral Agent
any additional Pledge Agreement Collateral acquired pursuant to the AR
13
Acquisition, together with the officer's certificate referred to in
Section 3.3 of the Pledge Agreement;
(v) the Administrative Agent shall have received a solvency
certificate from the Chief Financial Officer of Holdings in the form of
Exhibit J to the Credit Agreement, except that such certificate shall
be dated the Second Amendment Effective Date and shall be modified (to
the satisfaction of the Administrative Agent) to provide that such
certificate is being provided after giving effect to the AR
Transaction;
(vi) the Administrative Agent shall have received a
certificate, dated the Second Amendment Effective Date and signed on
behalf of the Borrower by the President or any Vice President of the
Borrower, stating that all of the conditions in clause (i) of this
Paragraph 6 and in Section 6.01 of the Credit Agreement have been
satisfied, and all of the representations and warranties contained in
Section 7 of the Credit Agreement (as amended hereby) are true and
correct in all material respects, in each such case, on such date;
(vii) the Administrative Agent shall have received (x) true
and correct copies of the historical financial statements, the pro
forma financial statements and the AR Projections referred to in
Sections 7.10(b)(iii), (b)(iv) and (e)(ii) of the Credit Agreement (as
amended hereby), all of which shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders and
(y) true and correct copies of the certificates required to be
delivered pursuant to Section 8.14(a) of the Credit Agreement (as
amended hereby);
(viii) the Borrower shall have paid to the Administrative
Agent and the Lenders all costs, fees and expenses (including, without
limitation, legal fees and expenses) payable to the Administrative
Agent and the Lenders to the extent then due;
(ix) all corporate and legal proceedings and all instruments
and agreements in connection with the transactions contemplated by this
Amendment and the AR Transaction Documents shall be reasonably
satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received all information and copies of
all documents and papers, including records of corporate proceedings or
governmental approvals, good standing certificates and bring-down
telegrams or facsimiles, if any, which the Administrative Agent may
have reasonably requested in connection therewith, such documents and
papers where appropriate to be certified by proper corporate or
governmental authorities;
(x) the Administrative Agent shall have received, and shall be
reasonably satisfied with both the form and substance of, an opinion of
Latham & Watkins, counsel to Holdings and the Borrower, with respect to
the matters contemplated by this Amendment; and
(xi) the Administrative Agent shall have received (A) executed
Financing Statements (Form UCC-1) in appropriate form for filing under
the UCC or other
14
appropriate filing offices of each jurisdiction as may be necessary or,
in the reasonable opinion of the Collateral Agent, desirable to perfect
the security interests in all of the Collateral acquired pursuant to
the AR Acquisition, (B) certified copies of Requests for Information or
Copies (Form UCC-11), or equivalent reports, listing all effective
financing statements that name AR Holdings or any of its Subsidiaries
as debtor and that are filed in the jurisdictions referred to in clause
(A) above, together with copies of such other financing statements that
name AR Holdings or any of its Subsidiaries as debtors (none of which
shall cover the Collateral except to the extent evidencing Permitted
Liens or in respect of which the Collateral Agent shall have received
appropriate termination statements executed by the secured party
thereunder), (C) evidence of the completion of all other recordings and
filings of, or with respect to, such security interests as may be
necessary or, in the reasonable opinion of the Collateral Agent,
desirable to perfect the security interests intended to be created by
the Security Documents, and (D) evidence (including appropriate pay-off
letters, UCC-3 termination statements, mortgage releases and other
release documents) that the capital stock of AR Holdings and its
Subsidiaries and all assets of such Persons have been acquired pursuant
to the AR Acquisition free and clear of all Liens.
Notwithstanding anything to the contrary contained above or elsewhere in this
Second Amendment, unless both the Second Amendment Effective Date and the AR
Acquisition Date occur on or prior to March 31, 1999, the Second Amendment
Effective Date shall not thereafter occur and this Amendment shall be of no
further force or effect. Unless the Administrative Agent has received actual
notice from any Lender that the conditions contained above have not been met,
upon the satisfaction of the condition described in clause (i) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the other conditions described above have been met, the
Second Amendment Effective Date shall be deemed to have occurred, regardless of
any subsequent determination that one or more of the conditions thereto had not
been met (although the occurrence of the Second Amendment Effective Date shall
not release the Borrower from any liability for failure to satisfy one or more
of the applicable conditions specified above). The Administrative Agent will
give the Borrower and each Lender prompt notice of the occurrence of the Second
Amendment Effective Date. The acceptance by the Borrower of the proceeds of the
Loans on the AR Acquisition Date shall be deemed to constitute a representation
and warranty by the Borrower (including, without limitation, for purposes of
Section 10.02 of the Credit Agreement) to the effect that all conditions
contained above in this Paragraph 6 have been satisfied as of the Second
Amendment Effective Date.
7. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
15
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
TRANSDIGM HOLDING COMPANY
By /s/ Peter B. Radekevich
--------------------------------------------
Title: Chief Financial Officer
TRANSDIGM INC.
By /s/ Peter B. Radekevich
--------------------------------------------
Title: Chief Financial Officer
MARATHON POWER TECHNOLOGIES COMPANY
By /s/ Peter B. Radekevich
--------------------------------------------
Title: Chief Financial Officer
BANKERS TRUST COMPANY, Individually and
as Administrative Agent
By /s/ Gregory Shefrin
--------------------------------------------
Title: Principal
CREDIT SUISSE FIRST BOSTON,
Individually and as Syndication Agent
By /s/ Bill O'Daly
--------------------------------------------
Title: Vice President
By /s/ Robert Hetu
--------------------------------------------
Title: Vice President
BANK OF NOVA SCOTIA
By /s/ Robert Gaviglio
--------------------------------------------
Title: Senior Relationship Manager
FLEET NATIONAL BANK,
Individually and as Documentation Agent
By /s/ James C. Silva
--------------------------------------------
Title: Vice President
16
NBD BANK
By /s/ Gary L. Wilson
------------------------------------------
Title: First Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By
------------------------------------------
Title:
HELLER FINANCIAL, INC.
By /s/ Scott Ziemke
------------------------------------------
Title: Assistant Vice President
NATIONAL CITY BANK
By /s/ Joseph D. Robison
------------------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING II A, LIMITED
By Indosuez Capital Luxembourg,
as Collateral Agent
By /s/ Melissa Marano
------------------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING IV, L.P.
By Indosuez Capital Luxembourg,
as Collateral Agent
By /s/ Melissa Marano
------------------------------------------
Title: Vice President
PARIBAS CAPITAL FUNDING LLC
By /s/ Jeffrey J. Youle
------------------------------------------
Title:
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By /s/ Diane Exter
------------------------------------------
Title: Portfolio Manager
17
TORONTO DOMINION (NEW YORK), INC.
By
-----------------------------------------
Title:
18
ANNEX I
Outstanding Outstanding A B Revolving
Lender A B Term Loan Term Loan Loan
------ Term Loans Term Loans Commitment Commitment Commitment
---------- ---------- ---------- ---------- ----------
Bankers Trust Company $7,672,500 $9,012,500 $0 $0 $5,115,000
Credit Suisse First Boston $6,277,500 $1,237,500 $0 $0 $4,185,000
Bank of Nova Scotia $6,000,000 $0 $0 $1,000,000 $4,000,000
Fleet National Bank $4,125,000 $4,125,000 $2,000,000 $1,500,000 $2,750,000
NBD Bank $6,000,000 $0 $4,000,000 $2,000,000 $4,000,000
General Electric Capital $4,125,000 $4,125,000 $3,500,000 $2,000,000 $2,750,000
Corporation
Heller Financial, Inc. $5,400,000 $2,000,000 $2,000,000 $1,000,000 $3,600,000
National City Bank. $5,400,000 $2,000,000 $3,500,000 $2,000,000 $3,600,000
Indosuez Capital Funding $0 $3,750,000 $0 $0 $0
II A, Ltd.
Indosuez Capital Funding $0 $3,750,000 $1,000,000 $1,000,000 $0
IV, L.P.
Paribas Capital Funding $0 $7,500,000 $1,000,000 $2,000,000 $0
LLC
Sankaty High Yield Asset $0 $7,500,000 $0 $2,500,000 $0
Partners, L.P.
Toronto Dominion (New $0 $0 $0 $2,000,000 $0
York), Inc.
TOTAL: $45,000,000 $45,000,000 $17,000,000 $17,000,000 $30,000,000
Annex II
BANKERS TRUST COMPANY 130 Liberty Street
New York, NY 10006
Attention: Greg Shefrin
Telephone No.: (212) 250-1724
Facsimile No.: (212) 250-7218
CREDIT SUISSE FIRST BOSTON 11 Madison Avenue
New York, NY 10010
Attention: Bill O'Daly
Telephone No.: (212) 325-9909
Facsimile No.: (212) 325-8388
BANK OF NOVA SCOTIA One Liberty Plaza
New York, NY 10006
Attention: Robert Gaviglio
Telephone No.: (212) 225-5054
Facsimile No.: (212) 225-5090
FLEET BANK One Federal Street
Mail Stop: MA OF D03C
Boston, MA 02110
Attention: Jim Silva
Telephone No.: (617) 346-4399
Facsimile No.: (617) 346-4806
NBD BANK 611 Woodward Street
Detroit, MI 48226
Attention: Paul DeMelo
Telephone No.: (313) 225-2520
Facsimile No.: (313) 225-1212
GE CAPITAL CORPORATION 335 Madison Avenue
New York, NY 10017
Attention: Kenneth Li
Telephone No.: (212) 370-8040
Facsimile No.: (212) 983-8767
HELLER FINANCIAL INC. 500 West Monroe Street
Chicago, IL 60661
Attention: Linda Wolf
Telephone No.: (312) 441-7894
Facsimile No.: (312) 441-7357
Annex II
Page 2
NATIONAL CITY BANK 1900 East North Street
7th Floor
Cleveland, OH 44114
Attention: Joseph Robinson
Telephone No.: (216) 575-9254
Facsimile No.: (216) 575-9396
INDOSUEZ CAPITAL FUNDING 1211 Avenue of the Americas
New York, NY 10036
Attention: Maklikah Buchweitz
Telephone No.: (212) 278-2213
Facsimile No.: (212) 278-2254
PARIBAS CAPITAL LLC 787 Seventh Avenue
New York, NY 10019
Attention: Francois Gauvin
Telephone No.: (212) 841-2548
Facsimile No.: (212) 841-2363
SANKATY HIGH YIELD ASSET PARTNERS, L.P. 2 Copley Place
Boston, MA 02116
Attention: Diane Exter
Telephone No.: (617) 572-3216
Facsimile No.: (617) 572-3274
TORONTO DOMINION (NEW YORK), INC 909 Fannie Street
Suite 1700
Houston, TX 77101
Attention: David Parker
Telephone No.: (713) 653-8248
Facsimile No.: (713)
----------