Exhibit 10.1
EXECUTION COPY
JOINDER AGREEMENT, dated as of
May 6, 2008 (the “ Joinder Agreement ” or
this “ Agreement ”), by and among each bank or
financial institution whose name appears under the caption
“Incremental Lenders” on the signature pages hereof
(each, an “ Incremental Lender ” and,
collectively, the “ Incremental Lenders ”),
VOUGHT AIRCRAFT INDUSTRIES, INC. (the “ Borrower
”), and LEHMAN COMMERCIAL PAPER INC. (the “
Administrative Agent ”).
RECITALS:
WHEREAS , reference is hereby
made to the Credit Agreement, dated as of December 22, 2004
(as amended, supplemented or otherwise modified from time to time,
the “ Credit Agreement ”), among the Borrower,
the funding parties party thereto and Lehman Commercial Paper Inc.,
as administrative agent (in such capacity, the “
Administrative Agent ”) (capitalized terms used but
not defined herein having the meaning provided in the Credit
Agreement); and
WHEREAS , subject to the
terms and conditions of the Credit Agreement, the Borrower may
establish Incremental Facility Term Loan Commitments by, among
other things, entering into one or more Joinder Agreements with
Incremental Lenders;
NOW, THEREFORE , in
consideration of the premises and agreements, provisions and
covenants herein contained, the parties hereto agree as
follows:
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I. |
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Each Incremental Lender party hereto hereby agrees to commit to
provide its Incremental Facility Term Loan Commitment, as set forth
on Schedule A annexed hereto, on the terms and subject
to the conditions set forth below: |
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II. |
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Each Incremental Lender (i) confirms that it has received
a copy of the Credit Agreement and the other Loan Documents,
together with copies of the financial statements referred to
therein and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter
into this Agreement; (ii) agrees that it will, independently
and without reliance upon the Administrative Agent, or any other
Incremental Lender or any other Funding Party and based on such
documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iii) appoints and
authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under the Credit Agreement
and the other Loan Documents as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will
perform in accordance with their terms all of the obligations which
by the terms of this Agreement and the Credit Agreement are
required to be performed by it as an Incremental Lender. |
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III. |
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Each Incremental Lender hereby agrees to make its respective
Incremental Facility Term Loan Commitment on the following terms
and conditions: |
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1. |
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Applicable Margin . The Applicable
Margin for the Incremental Facility Term Loans shall mean, as of
any date of determination, a percentage per annum as set forth
below: |
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| ABR Loans |
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Eurodollar Loans |
| 3.00% |
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4.00% |
Notwithstanding the foregoing, the
Eurodollar Rate for the Incremental Facility Term Loans with
respect to each day during each Interest Period pertaining to a
Eurodollar Loan shall be the greater of (i) 3.50% and
(ii) with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward
to the nearest 1/100th of 1%):
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Eurodollar Base Rate
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| 1.00 — Eurocurrency Reserve
Requirements |
2. Principal Payments
. The Borrower shall make principal payments on
the Incremental Facility Term Loans in installments on the last
Business Day in each of the months set forth below and in the
amounts set forth below:
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| (A) |
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(B) |
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| Payment |
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Scheduled Repayment
of |
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Date |
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Incremental Facility Term
Loans |
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September 2008
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$470,000 |
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December 2008
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$470,000 |
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March 2009
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$470,000 |
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June 2009
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$470,000 |
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September 2009
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$470,000 |
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December 2009
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$470,000 |
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March 2010
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$470,000 |
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June 2010
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$470,000 |
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September 2010
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$470,000 |
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December 2010
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$470,000 |
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March&n
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