Exhibit 10.18
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1, dated as of December 11, 2005 (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 purpose of (i) permitting certain Liens on property to secure
Permitted IRB Lease Obligations and (ii) permitting certain transfers of
property in connection with the incurrence of Permitted IRB Lease Obligations.
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 6.02 of the Credit Agreement is hereby amended by deleting
the word "and" at the end of clause (xxii) thereof, inserting the word
"and" at the end of clause (xxiii) thereof, and inserting the following
provision immediately after such clause (xxiii):
"(xxiv) Liens to secure Permitted IRB Lease Obligations covering
only the property leased from a City in connection with such Permitted
IRB Lease Obligations;"
(b) Section 6.05 of the Credit Agreement is hereby amended by deleting
the word "and" at the end of clause (xiii) thereof, inserting the word
"and" at the end of clause (xiv) thereof, and inserting the following
provision immediately after such clause (xiv):
"(xv) sales, transfers and/or other dispositions of property by
one or more Loan Parties to a City (as described in the definition of
Permitted IRB Lease Obligations) in connection with the incurrence of
Permitted IRB Lease Obligations;"
SECTION TWO 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:
(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.
(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.
(d) All reasonable out-of-pocket expenses to the extent invoiced prior
to the Amendment Effective Date (including reasonable fees, charges and
disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP) of the Agents in connection
with this Amendment shall have been reimbursed or paid by the Borrowers.
SECTION THREE Representations and Warranties; Covenants. In order to
induce the Requisite Lenders to enter into this Amendment, the Borrowers and the
Parent
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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 and (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).
SECTION FOUR Reference to and Effect on the Credit Agreement. Other
than as specifically provided in this 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 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 FIVE 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 SIX 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 SEVEN Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
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SECTION EIGHT 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]
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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/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Sr. Vice President - Finance
SPIRIT AEROSYSTEMS HOLDINGS, INC. (f/k/a
MID-WESTERN AIRCRAFT SYSTEMS HOLDINGS,
INC.),
as Parent Guarantor
By: /s/ Xxxx Xxxxxx
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Name:
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Title:
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ONEX WIND FINANCE LP,
as Additional Borrower
By: 1648701 Ontario Inc., its General
Partner
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Representative
CITICORP NORTH AMERICA, INC.,
as Administrative Agent
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Vice president
EXHIBIT A
[Form of]
AMENDMENT ADDENDUM
Reference is made to AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
CREDIT AGREEMENT dated as of December [___], 2005 (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.
[ ],
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as a Lender
By:
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Name:
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Title:
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[If second signature is necessary:]
By:
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Name:
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Title:
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