AMENDMENT AGREEMENT
EXECUTION VERSION
AMENDMENT AGREEMENT, dated as of November 27, 2006 (this “Agreement”), among SPIRIT
AEROSYSTEMS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS, INC.), a Delaware corporation (the
“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; SPIRIT AEROSYSTEMS INTERNATIONAL HOLDINGS, INC., a Delaware
corporation, as Guarantor; SPIRIT AEROSYSTEMS FINANCE, INC., a Delaware corporation, as Guarantor;
ONEX WIND FINANCE LLC, a Wyoming limited liability company, as Guarantor; 3101447 NOVA SCOTIA
COMPANY, a Nova Scotia unlimited liability company, as Guarantor; CITICORP NORTH AMERICA,
INC., as Administrative Agent; the lending institutions and other Persons with a Commitment
under the Second Amended and Restated Credit Agreement (as defined below) (the “Lenders”);
CITIGROUP GLOBAL MARKETS INC., as Sole Lead Arranger and Bookrunner; THE BANK OF NOVA SCOTIA and
ROYAL BANK OF CANADA, as Co-Arrangers and as Co-Syndication Agents; THE BANK OF NOVA SCOTIA, as
Issuing Bank; and EXPORT DEVELOPMENT CANADA and CAISSE DE
DÉPÔT ET PLACEMENT DU QUÉBEC, as
Co-Documentation Agents.
W I T N E S S E T H:
WHEREAS, the Borrower, Onex Wind Finance LP (the “Additional Borrower”), through the
lending institutions from time to time party thereto as Lenders (the “Original Lenders”),
Citicorp North America, Inc., as Administrative Agent; Citigroup Global Markets Inc., as Sole Lead
Arranger and Bookrunner; The Bank of Nova Scotia and Royal Bank of Canada, as Co-Arrangers and as
Co-Syndication Agents; The Bank of Nova Scotia, as Issuing Bank; and Export Development Canada and
Caisse de dépôt et placement du Québec, as Co-Documentation Agents for the Original Lenders,
entered into that certain Credit Agreement, dated as of June 16, 2005 (as amended by that certain
Amended and Restated Credit Agreement, dated as of July 20, 2005, and as further amended,
supplemented, or otherwise modified prior to the date hereof, the “Original Credit
Agreement”), pursuant to which the Original Lenders made certain loans and other extensions of
credit to the Borrower;
WHEREAS, the Obligations (as defined in the Original Credit Agreement, hereinafter the
“Original Obligations”) of the Borrower and the other Loan Parties under the Original
Credit Agreement and the other Loan Documents (as defined in the Original Credit Agreement,
hereinafter the “Loan Documents”) are secured by certain collateral (hereinafter the
“Original Collateral”) and are guaranteed or otherwise benefited by the Loan Documents;
WHEREAS, immediately prior to the effectiveness of the Second Amended and Restated Credit
Agreement and the consummation of the Exchange (as defined below), WLLC (as defined in the Original
Credit Agreement) will issue shares of its preferred stock (the “WLLC Preferred Stock
Issuance”) to NSULC (as defined in the Original Credit Agreement) in satisfaction of all
obligations under the loans made by NSULC to WLLC on the Original Effective Date as described in
the definition of Transactions (as defined in the Original Credit Agreement) (the “NSULC Loan
Repayment”), and thereafter pursuant to Section 10.19 of the Original Credit Agreement, the
Additional Borrower shall assign to the Borrower, and the Borrower shall assume from the Additional
Borrower by novation (the “Additional Borrower Assignment”), all rights and obligations of
the Additional Borrower under the Loan Documents pursuant to the Assignment Agreement dated as of
the date hereof among the Borrower, the Additional Borrower, the other Loan Parties and the
Administrative Agent (the “Assignment Agreement”);
WHEREAS, Borrower intends to repay in full and terminate the Seller Loan Documents (as defined
in the Original Credit Agreement) on the date that this Agreement becomes effective (the
“Seller Loan Documents Termination”);
WHEREAS, the parties hereto wish to amend and restate the Original Credit Agreement in its
entirety to effect the amendments described therein, to reflect the consummation of the Additional
Borrower Assignment, to increase the Revolving Credit Commitments to $400.0 million and to create a
Class of Term B-1 Loans (as defined below) having identical terms with, having the same rights and
obligations under the Loan Documents as and in the same aggregate principal amount as, the Term B
Loans (as defined in the Original Credit Agreement), except as such terms are amended in the Second
Amended and Restated Credit Agreement (including, without limitation, to reduce the Applicable Rate
for the Term B-1 Loans and extend the final maturity to September 30, 2013) (as defined below);
WHEREAS, each Term B Lender (as defined in the Original Credit Agreement) who executes and
delivers this Agreement shall be deemed, upon effectiveness of this Agreement, to have exchanged
its Term B Commitment (as defined in the Original Credit Agreement) and Term B Loans (which Term B
Commitment and Term B Loans shall thereafter be deemed terminated) for a Term B-1 Commitment (as
defined below) and Term B-1 Loans under the Second Amended and Restated Credit Agreement in the
same aggregate principal amount as such Lender’s Term B Loans, and such Lender shall thereafter
become a Term B-1 Lender under the Second Amended and Restated Credit Agreement (such exchange of
Term B Commitments and Term B Loans for Term B-1 Commitments and Term B-1 Loans, the
“Exchange”);
WHEREAS, each Person who executes and delivers this Agreement as an Additional Term B-1 Lender
will make Term B-1 Loans under the Second Amended and Restated Credit Agreement on the effective
date of this Agreement to the Borrower, the proceeds of which will be used by the Borrower to repay
in full the outstanding principal amount of Term B Loans of Non-Consenting Term B Lenders (as
defined below);
WHEREAS, the Borrower shall pay to each Term B Lender all accrued and unpaid interest on its
Term B Loans to, but not including, the date of effectiveness of this Agreement on such date of
effectiveness;
WHEREAS, Borrower has requested that each Person who executes and delivers this Agreement as
an Additional Revolving Lender will provide Additional Revolving Credit Commitments such that the
aggregate Revolving Credit Commitments equal $400,000,000 on the Amendment Effective Date;
WHEREAS, the parties hereto intend that (a) the Original Obligations that remain unpaid and
outstanding as of the Amendment Effective Date shall continue to exist under this Agreement on the
terms set forth therein, (b) the loans under the Original Credit Agreement outstanding as of the
date hereof shall be Loans under and as defined in the Second Amended and Restated Credit Agreement
on the terms set forth therein, (c) any letters of credit outstanding under the Original Credit
Agreement as of the date hereof shall be Letters of Credit under and as defined in the Second
Amended and Restated Credit Agreement, (d) any Revolving Credit Commitments effective under the
Original Credit Agreement shall, together with the Additional Revolving Credit Commitments, be
Revolving Credit Commitments under and as defined in the Second Amended and Restated Credit
Agreement and (e) the Original Collateral and the Loan Documents shall continue to secure,
guarantee, support and otherwise benefit the Original Obligations as well as the other Obligations
of the Borrower and the other Loan Parties under the Second Amended and Restated Credit Agreement
(including, without limitation, Obligations in respect of the Term B-1 Loans) and the other Loan
Documents;
-2-
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto
hereby agree as follows:
SECTION 1. (a) Certain Definitions. The following terms when used in this Agreement
shall have the following meanings (such meanings to be equally applicable to the singular and
plural form thereof):
“Additional Revolving Credit Commitment” means, with respect to an Additional
Revolving Lender, the commitment of such Additional Revolving Lender to make Revolving Loans and to
acquire participations in Letters of Credit and Swingline Loans under the Second Amended and
Restated Credit Agreement, in an amount set forth on Schedule I to this Agreement or
otherwise indicated in writing to the Administrative Agent. The aggregate amount of the Additional
Revolving Credit Commitments shall equal $225,000,000.
“Additional Revolving Lender” means a Person with an Additional Revolving Credit
Commitment on the Amendment Effective Date.
“Additional Term B-1 Commitment” means, with respect to an Additional Term B-1 Lender,
the commitment of such Additional Term B-1 Lender to make Term B-1 Loans on the Amendment Effective
Date, in an amount set forth on Schedule I to this Agreement or otherwise indicated in
writing to the Administrative Agent. The aggregate amount of the Additional Term B-1 Commitments
shall equal the outstanding principal amount of Term B Loans of Non-Consenting Term B Lenders.
“Additional Term B-1 Lender” means a Person with an Additional Term B-1 Commitment to
make Term B-1 Loans to the Borrower on the Amendment Effective Date.
“Agreement” is defined in the preamble.
“Amendment Effective Date” is defined in Section 4 hereof.
“Borrower” is defined in the preamble.
“IPO” means the underwritten public offering by Parent Guarantor of its common stock
closing on the Amendment Effective Date pursuant to a registration statement filed with the SEC in
accordance with the Securities Act of 1933, as amended.
“Lenders” is defined in the preamble.
“Loan Documents” is defined in the recitals hereto.
“Non-Consenting Term B Lender” means each Term B Lender that has not executed and
delivered a counterpart of this Agreement on or prior to the Amendment Effective Date for an amount
of Term B-1 Loans at least equal to its Term B Loans immediately prior to the Amendment Effective
Date.
“Original Collateral” is defined in the recitals hereto.
“Original Credit Agreement” is defined in the recitals hereto.
“Original Lenders” is defined in the recitals hereto.
-3-
“Parent Guarantor” is defined in the preamble.
“Second Amended and Restated Credit Agreement” is defined in Section 3 hereof.
“Term B-1 Commitment” means, with respect to a Term B Lender, the agreement of such
Term B Lender to exchange its Term B Loans for an equal aggregate principal amount of Term B-1
Loans on the Amendment Effective Date under the Second Amended and Restated Credit Agreement, as
evidenced by such Term B Lender executing and delivering this Agreement.
“Term B-1 Lender” means, collectively, (i) each Term B Lender that executes and
delivers this Agreement on or prior to the Amendment Effective Date and (ii) each Additional Term
B-1 Lender.
“Term B-1 Loan” means a Loan made pursuant to Section 2.1(a)(i) under the Second
Amended and Restated Credit Agreement on the Amendment Effective Date.
(b) Other Definitions. Unless otherwise defined or the context otherwise requires,
terms for which meanings are provided in the Second Amended and Restated Credit Agreement shall
have such meanings when used in this Agreement.
SECTION 2. Exchange of Term B Loans; Additional Revolving Credit Commitments
(a) Subject to and upon the terms and conditions herein and of the Second Amended and Restated
Credit Agreement, each Term B Lender with a Term B-1 Commitment severally agrees to exchange its
Term B Loans (after giving effect to any repayments of such Term B Lender’s Term B Loans made
pursuant to Section 4(a) hereof) for a like outstanding principal amount of Term B-1 Loans on the
Amendment Effective Date, which exchange shall be deemed to be the making of a Term B-1 Loan by
such Lender for such amount.
(b) Subject to and upon the terms and conditions herein and of the Second Amended and Restated
Credit Agreement, each Additional Term B-1 Lender severally agrees to make Term B-1 Loans to the
Borrower on the Amendment Effective Date in a principal amount equal to its Additional Term B-1
Commitment. The Borrower shall prepay on the Amendment Effective Date all Term B Loans of
Non-Consenting Term B Lenders with the gross proceeds of such Term B-1 Loans.
(c) The Borrower shall pay all accrued and unpaid interest on the Term B Loans to the Term B
Lenders to, but not including, the date of repayment thereof, such payment to be made on such date
of repayment and any breakage loss or expense under Section 2.17 of the Original Credit Agreement.
The Amendment Effective Date shall be deemed the first day of a new Interest Period under the
Second Amended and Restated Credit Agreement with respect to the Term B-1 Loans made on the
Amendment Effective Date.
(d) For avoidance of doubt, holders of the Term B-1 Loans shall be entitled to the same
guarantees and security interests pursuant to the Loan Documents from and after the Amendment
Effective Date as the benefits to which the holders of Term B Loans had been entitled immediately
prior to the Amendment Effective Date.
(e) Subject to and upon the terms and conditions herein and in the Second Amended and Restated
Credit Agreement, each Additional Revolving Lender shall become a Revolving Lender under the Second
Amended and Restated Credit Agreement and shall have a Revolving Credit Commitment under the Second
Amended and Restated Credit Agreement in the amount of its Additional Revolving
-4-
Credit Commitment. The Additional Revolving Credit Commitments and Revolving Loans thereunder
established pursuant to this paragraph shall constitute Revolving Loans and Revolving Credit
Commitments under, and shall be entitled to all the benefits afforded by, the Second Amended and
Restated Credit 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.
(f) On the Amendment Effective Date, Borrower shall repay all outstanding Revolving Loans out
of the proceeds of a new borrowing of Revolving Loans under the Second Amended and Restated Credit
Agreement and each of the Revolving Lenders having a Revolving Credit Commitment prior to the
Amendment Effective Date (the “Pre-Amendment Revolving Lenders”) shall assign to each
Additional Revolving Lender, and each Additional Revolving Lender shall purchase from each
Pre-Amendment Revolving Lender, at the principal amount thereof, such participation interests in LC
Exposure and Swingline Loans outstanding on the Amendment Effective Date as shall be necessary in
order that, after giving effect to all such repayments and reborrowings and assignments and
purchases, such Revolving Loans and participation interests in LC Exposure and Swingline Loans will
be held by Pre-Amendment Revolving Lenders and Additional Revolving Lenders ratably in accordance
with their Revolving Credit Commitments after giving effect to the Additional Revolving Credit
Commitments.
SECTION 3. Consent
Each of the parties to this Agreement hereby consents to the WLLC Preferred Stock Issuance in
connection with the NSULC Loan Repayment, and for the avoidance of doubt, agrees that after the
consummation of the Additional Borrower Assignment in accordance with Section 10.19 of the Original
Credit Agreement, the Additional Borrower (as defined in the Original Credit Agreement) and each
Additional Borrower Subsidiary (as defined in the Original Credit Agreement) shall be entitled to
amend, modify or otherwise change any Organizational Document of any Additional Borrower Party (as
defined in the Original Credit Agreement) or the WLLC Loans (as defined in the Original Credit
Agreement) and shall be released from all obligations and liabilities under the Loan Documents (as
defined in the Original Credit Agreement), and hereby authorizes the Collateral Agent to release
the Liens under the Onex Pledge Agreement (as defined in the Original Credit Agreement) and the
Canadian Pledge Agreement (as defined in the Original Credit Agreement) and to take any further
actions necessary to evidence the release of such Liens, obligations and liabilities in connection
with the Additional Borrower Assignment.
SECTION 4. Amendment and Restatement of Original Credit Agreement
On the Amendment Effective Date, the Original Credit Agreement shall be, and is hereby,
amended and restated in its entirety as set forth in Annex I hereto (as set forth in such
Annex I, the “Second Amended and Restated Credit Agreement”), and as so amended and
restated is hereby ratified, approved and confirmed in each and every respect by all parties
hereto. The rights and obligations of the parties to the Original Credit Agreement with respect to
the period prior to the Amendment Effective Date shall not be affected by such amendment and
restatement.
SECTION 5. Conditions Precedent to the Effectiveness of this Amendment
This Agreement shall become effective as of the date first written above upon (the
“Amendment Effective Date”), and the obligations of the Lenders under the Second Amended
and Restated Credit Agreement shall be subject to satisfaction of each of the conditions precedent
set forth in this Section 5 hereof; provided that the consent set forth in Section 3 hereof shall
become effective immediately prior to the effectiveness of this Agreement for purposes of the
Second Amended and Restated Credit Agreement and the occurrence of the Exchange.
-5-
(a) Consummation of IPO; Seller Loan Documents Termination; Additional Borrower
Assignment. The IPO shall have been consummated or shall be consummated simultaneously with
the effectiveness of this Agreement pursuant to a registration statement that yields net proceeds
to Parent Guarantor of at least $100.0 million, of which at least $100.0 million shall have been
contributed to the Borrower and shall be applied to repay the Term B Loans immediately prior to the
effectiveness of this Agreement, and in connection therewith the Seller Loan Documents shall be
repaid and terminated and the Administrative Agent shall have received a payoff letter in
connection therewith evidencing such repayment, termination and release of all liens thereunder.
The Additional Borrower Assignment shall have been consummated in accordance with the Assignment
Agreement.
(b) Executed Counterparts. The Administrative Agent shall have received this
Agreement, duly executed by (A) (i) the Required Lenders (as defined in the Original Credit
Agreement), (ii) each Term B Lender with a Term B-1 Commitment and each Additional Term B-1 Lender,
and (iii) each Additional Revolving Lender with an Additional Revolving Credit Commitment, and (B)
each of the other parties hereto.
(c) Interest. The Borrower shall have paid, simultaneously with the making of Term
B-1 Loans, to all Term B Lenders all accrued and unpaid interest on the Term B Loans, in each case
to, but not including, the Amendment Effective Date. The Borrower shall have paid to all Revolving
Lenders all accrued and unpaid interest on the outstanding Revolving Loans on the Amendment
Effective Date, in each case to, but not including, the Amendment Effective Date.
(d) Restatement Closing Certificate. The Administrative Agent shall have received
from each Borrower a Restatement Closing Certificate, dated the Amendment Effective Date and signed
on behalf of such Borrower by a Financial Officer of the Borrower.
(e) Corporate and Other Proceedings. The Administrative Agent shall have received a
certificate of the secretary or assistant secretary of each Loan Party dated the Amendment
Effective Date, certifying (i) that attached thereto is a true and complete copy of each
Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date
by the Secretary of State of the state of its organization, (ii) that attached thereto is a true
and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party
authorizing the execution, delivery and performance of the Second Amended and Restated Credit
Agreement and this Agreement and, in the case of each Borrower, the borrowings hereunder, and that
such resolutions have not been modified, rescinded or amended and are in full force and effect and
(iii) as to the incumbency and specimen signature of each officer executing any Loan Documents or
any other document delivered in connection herewith on behalf of such Loan Party (together with a
certificate of another officer as to the incumbency and specimen signature of the secretary or
assistant secretary executing the certificate in this clause (e));
(f) PATRIOT Act. The Lenders shall have received, sufficiently in advance of the
Amendment Effective Date, all documentation and other information requested by the Administrative
Agent and required by bank regulatory authorities under applicable “know your customer” and
anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act
(Title III of Pub. L. 107 56 (signed into law October 26, 2001)), including without limitation the
information described in Section 10.18.
(g) No Default or Event of Default. After giving effect to this Agreement, no Default
or Event of Default shall have occurred and be continuing, either on the date hereof under the
Original Credit Agreement or on the Amendment Effective Date under the Second Amended and Restated
Credit Agreement.
-6-
(h) Opinions of Counsel. The Administrative Agent shall have received (i) a legal
opinion, in form and substance reasonably satisfactory to the Administrative Agent, from Xxxx
Xxxxxxx LLP, counsel to the Borrower, and (ii) such other opinions of counsel to the Borrower as
may be reasonably requested by the Administrative Agent or its counsel (it being understood such
legal opinions shall include, without limitation, the opinions contemplated by Section 10.19 of the
Original Credit Agreement).
(i) Borrowing Request. The Borrower shall have provided the Administrative Agent with
a Notice of Borrowing three Business Days prior to the Amendment Effective Date with respect to the
borrowing of Term B-1 Loans on the Amendment Effective Date.
(j) Promissory Notes. Each Term B-1 Lender and Additional Revolving Lender shall have
received, if requested at least two (2) Business Days prior to the Amendment Effective Date, one or
more promissory notes payable to the order of such Lender duly executed by the Borrower in
substantially the form of Exhibit G-1 to the Second Amended and Restated Credit Agreement
and Exhibit G-2 to the Original Credit Agreement, respectively, evidencing its Term B-1
Loans and Revolving Loans.
(k) Representations and Warranties. On the Amendment Effective Date, the
representations and warranties made by the Borrower in Section 5 hereof, as they relate to the Loan
Parties at such time, shall be true and correct in all material respects.
(l) Second Amended and Restated Credit Agreement. All other conditions precedent set
forth in Article IV of the Second Amended and Restated Credit Agreement shall be satisfied.
(m) Collateral. The Collateral Agent shall have received:
(i) with respect to each Mortgage encumbering Mortgaged Property, an amendment
thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the
applicable Loan Party, and in form for recording in the recording office where each
such Mortgage was recorded, together with such certificates, affidavits,
questionnaires or returns as shall be required in connection with the recording or
filing thereof under applicable law, in each case in form and substance reasonably
satisfactory to the Collateral Agent;
(ii) with respect to each Mortgage Amendment, a copy of the existing mortgage
title insurance policy and an endorsement with respect thereto (collectively, the
“Mortgage Policy”) relating to the Mortgage encumbering such Mortgaged
Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage
Amendment, is a valid and enforceable first priority lien on such Mortgaged Property
in favor of the Collateral Agent for the benefit of the Secured Parties free and
clear of all defects and encumbrances and liens except as expressly permitted by
Section 6.02 of the Original Credit Agreement or by the Collateral Agent, and such
Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to
the Collateral Agent;
(iii) with respect to each Mortgage Amendment, opinions of local counsel to the
Loan Parties, which opinions (x) shall be addressed to each Agent and each of the
Lenders and be dated the Amendment Effective Date, (y) shall cover the
enforceability of the respective Mortgage as amended by the Mortgage Amendment and
such other matters incident to the transactions contemplated herein as the Agents
-7-
may reasonably request and (z) shall be in form and substance reasonably satisfactory
to the Agents.
(n) Perfection Certificate. The Administrative Agent shall have received from the
Borrower an executed Perfection Certificate, dated the Amendment Effective Date, which shall either
reconfirm or update the Perfection Certificate delivered on the Original Closing Date.
(o) Seller Loan Documents. Substantially concurrently therewith the Seller Loan
Documents (as defined in the Original Credit Agreement) shall have been terminated and all liens
and other security interests granted or created thereunder in favor of the Seller shall have been
released and terminated and all of Seller’s rights thereunder (including under the Subordination
and Intercreditor Agreement (as defined in the Original Credit Agreement)) shall cease and the
Collateral Agent shall have received reasonably satisfactory evidence of the same.
(p) Pledge and Control Agreement. The Administrative Agent shall have received from
Onex a Pledge and Control Agreement in form and substance reasonably satisfactory to the
Administrative Agent, dated the Amendment Effective Date, pursuant to Section 10.19 of the Original
Credit Agreement.
SECTION 6. Representations and Warranties
On and as of the Amendment Effective Date, after giving effect to this Agreement, the Borrower
hereby represents and warrants to the Administrative Agent and each Lender as follows:
(a) this Agreement has been duly authorized, executed and delivered by the Borrower and each
Guarantor and constitutes the legal, valid and binding obligations of the Borrower and each
Guarantor enforceable against the Borrower and each Guarantor in accordance with its terms and the
Second Amended and Restated Credit Agreement and constitutes the legal, valid and binding
obligation of the Borrower and each Guarantor enforceable against the Borrower and each Guarantor
in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors’ rights generally;
(b) each of the representations and warranties contained in Article III of the Second Amended
and Restated Credit Agreement and in each other Loan Document is 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); and
(c) no Default or Event of Default has occurred and is continuing.
SECTION 7. No Other Amendments; References to the Credit Agreement
Other than as specifically provided herein or in the Second Amended and Restated Credit
Agreement, this Agreement shall not operate as a waiver or amendment of any right, power or
privilege of the Lenders under (and as defined in) the Original Credit Agreement or any other Loan
Document (as such term is defined in the Original Credit Agreement) or of any other term or
condition of the Original Credit Agreement or any other Loan Document (as such term is defined in
the Original Credit Agreement) nor shall the entering into of this Agreement preclude the Lenders
from refusing to enter into
-8-
any further waivers or amendments with respect to the Second Amended and Restated Credit
Agreement. All references to the Original Credit Agreement in any document, instrument, agreement,
or writing that is a Loan Document shall from and after the Amendment Effective Date be deemed to
refer to the Second Amended and Restated Credit Agreement, and, as used in the Second Amended and
Restated Credit Agreement, the terms “Agreement,” “herein,” “hereafter,” “hereunder,” “hereto” and
words of similar import shall mean, from and after the Amendment Effective Date, the Second Amended
and Restated Credit Agreement.
SECTION 8. Headings
The various headings of this Agreement are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or any provisions hereof.
SECTION 9. Execution in Counterparts
This Agreement may be executed by the parties hereto in several counterparts (including by
facsimile), each of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SECTION 10. Expenses
The Borrower agree to pay promptly (and in any event on the Amendment Effective Date) after
presentation of an invoice therefor all reasonable out-of-pocket expenses of the Agents (including
the reasonable fees and out-of-pocket expenses of one counsel to the Agents (and of local counsel,
if any, who may be retained by such counsel)) in connection with the preparation, negotiation,
execution and delivery of this Agreement, the Second Amended and Restated Credit Agreement, each
other Loan Document and the documents and transactions contemplated hereby, including the
reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx llp, counsel for the
Administrative Agent.
SECTION 11. Cross-References
References in this Agreement to any Section are, unless otherwise specified or otherwise
required by the context, to such Section of this Agreement.
SECTION 12. Cooperation; Other Documents
At all times following the execution of this Agreement, the parties hereto shall execute and
deliver to the Lenders and the Agents, or shall cause to be executed and delivered to the Lenders
and the Agents, and shall do or cause to be done all such other acts and things as the Lenders and
the Agents may reasonably deem to be necessary or desirable to assure the Lenders and the Agents of
the benefit of this Agreement (including the Second Amended and Restated Credit Agreement), the
other Loan Documents and each other document relating to this Agreement.
SECTION 13. Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
-9-
SECTION 14. Affirmations
(a) Each Loan Party signatory hereto hereby (i) expressly acknowledges the terms of the Second
Amended and Restated Credit Agreement, (ii) ratifies and affirms its obligations under the Loan
Documents (including guarantees and security agreements) executed by the undersigned and (iii)
acknowledges, renews and extends its continued liability under all such Loan Documents and agrees
such Loan Documents remain in full force and effect.
(b) Each Loan Party signatory hereto hereby reaffirms, as of the Amendment Effective Date, (i)
the covenants and agreements contained in each Loan Document to which it is a party, including, in
each case, such covenants and agreements as in effect immediately after giving effect to this
Agreement and the transactions contemplated thereby, and (ii) its guarantee of payment of the
Obligations (including, without limitation, the Term B-1 Loans and all Obligations related to the
Additional Revolving Credit Commitments) pursuant to the Guarantee and the Lien on the Collateral
Securing payment of the Obligations (including, without limitation, the Term B-1 Loans and all
Obligations relating to the Additional Revolving Credit Commitments) pursuant to the Security
Documents.
(c) Each Loan Party signatory hereto hereby certifies that, as of the date hereof (both before
and after giving effect to the occurrence of the Amendment Effective Date and the effectiveness of
the Credit Agreement), the representations and warranties made by it contained in the Loan
Documents to which it is a party are 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).
(d) Each Loan Party signatory hereto further confirms that each Loan Document to which it is a
party is and shall continue to be in full force and effect and the same is hereby ratified and
confirmed in all respects, except that upon the occurrence of the Restatement Effective Date, all
references to such Loan Documents to the “Credit Agreement,” “Loan Documents,” “thereunder,”
“thereof,” or words of similar import shall mean the Credit Agreement and the other Loan Documents,
as the case may be, in each case after giving effect to the amendments and other modifications
provided for in the Second Amended and Restated Credit Agreement.
(e) Each Loan Party signatory hereto hereby acknowledges and agrees that the acceptance by the
Administrative Agent, each Lender and each other Agent of this document shall not be construed in
any manner to establish any course of dealing on any Agent’s or Lender’s part, including the
providing of any notice or the requesting of any acknowledgment not otherwise expressly provided
for in any Loan Document with respect to any future amendment, waiver, supplement or other
modification to any Loan Document or any arrangement contemplated by any Loan Document.
(f) Each Loan Party signatory hereto hereby represents and warrants that, immediately after
giving effect to the Second Amended and Restated Credit Agreement, each Loan Document, in each case
as modified by the Second Amended and Restated Credit Agreement (where applicable), to which it is
a party continues to be a legal, valid and binding obligation of the undersigned, enforceable
against such party in accordance with its terms (except, in any case, as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally and by principles of equity).
[SIGNATURE PAGES FOLLOW]
-10-
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement
to be duly executed and delivered as of the date first above written.
| SPIRIT AEROSYSTEMS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS, INC.), as Borrower |
||||||
| By: | ||||||
| Title: | ||||||
| SPIRIT AEROSYSTEMS HOLDINGS, INC. (f/k/a MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS, INC.), as Parent Guarantor |
||||||
| By: | ||||||
| Title: | ||||||
| ONEX WIND FINANCE LP, as Additional Borrower |
||||||
| By: | 1648701 Ontario Inc., its General Partner | |||||
| By: | ||||||
| Title: | ||||||
| SPIRIT AEROSYSTEMS INTERNATIONAL
HOLDINGS, INC., as Guarantor |
||||||
| By: | ||||||
| Title: | ||||||
| SPIRIT AEROSYSTEMS
FINANCE, INC., as Guarantor |
||||||
| By: | ||||||
| Title: | ||||||
Signature Page to Amendment Agreement
| 3101447 NOVA SCOTIA COMPANY, as Guarantor |
||||||
| By: | ||||||
| Title: | ||||||
| By: | ||||||
| Title: | ||||||
| ONEX WIND FINANCE LLC, as Guarantor |
||||||
| By: | ||||||
| Title: | ||||||
Signature Page to Amendment Agreement
| CITICORP NORTH AMERICA, INC., as Administrative Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
| THE BANK OF NOVA SCOTIA, as Co-Arranger, Co-Syndication Agent and Issuing Bank |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
| ROYAL BANK OF CANADA, as Co-Arranger, Co-Syndication Agent and Issuing Bank |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
| EXPORT DEVELOPMENT CANADA, as Co-Documentation Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
| CAISSE DE DÉPÔT ET
PLACEMENT DU QUÉBEC, as Co-Documentation Agent |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
, |
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
, |
| By: | ||||
| Name: | ||||
| Title: | ||||
Signature Page to Amendment Agreement
SCHEDULE I
Additional Term B-1 Commitments and
Additional Revolving Credit Commitments
Additional Revolving Credit Commitments
Signature Page to Amendment Agreement
ANNEX I to
Agreement
Agreement
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
