Exhibit 10.13.4
AMENDMENT AGREEMENT
This Amendment Agreement (this "Amendment") dated as of May 10, 1994,
between Rohr, Inc., a Delaware corporation ("Rohr"), State Street Bank and Trust
Company of California, National Association, a national banking association, and
W. Jeffrey Kramer, not in an individual capacity but solely as owner trustees
(State Street Bank and Trust Company of California and W. Jeffrey Kramer are
collectively referred to as the "Trustees"), and General Electric Capital
Corporation ("GE Capital").
WITNESSETH:
WHEREAS, Rohr is a party to a Sublease Agreement, dated as of
September 14, 1992, with the Trustees, as owner trustees under that certain
Trust Agreement for the benefit of GE Capital (such Sublease Agreement, as
amended to date, being hereinafter referred to as the "GE Capital Sublease");
WHEREAS, Rohr has requested that a covenant in the GE Capital Sublease
be modified;
NOW, THEREFORE, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to GE Capital Sublease. Section XVII (j) of the GE Capital
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Sublease is amended in its entirety to read as follows:
(j) The provisions of Sections 5.01(c), 5.01(d) and 5.02(a) of the
Credit Agreement, dated as of April 26, 1989, among Sublessee, the
Lenders parties thereto and Citicorp USA, Inc., as agent, (after
giving effect to the Seventh Amendment thereto dated as of May 10,
1994), together with all relevant definitions pertaining to such
Sections, are incorporated herein by reference.
2. Effectiveness of Amendment. This Amendment shall become effective upon
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the sale by Rohr of at least $100 Million of senior notes and at least
$50 Million of convertible subordinated notes.
3. Jury Trial Waiver EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY
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WAIVES THEIR RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS
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AMENDMENT, ANY DEALINGS AMONG ANY OF THEM RELATING TO THE SUBJECT
MATTER HEREOF, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG
THEM. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF
ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS). THIS WAIVER
IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AMENDMENT. IN THE
EVENT OF LITIGATION, THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT
TO A TRIAL BY THE COURT.
4. Direction to Trustees GE Capital hereby joins in this Amendment to
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acknowledge its consent to the terms and provisions hereof and to
direct the Trustees to enter into this Amendment and any other
agreements, instruments and documents to be executed in connection
herewith in their capacity as owner trustees.
5. Expenses Rohr agrees to pay all reasonable costs and expenses of the
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Trustees and GE Capital in connection with the preparation, execution,
delivery and enforcement of this Amendment and any other agreements,
instruments and documents executed in connection herewith.
6. Further Assurances Each of the parties hereto agrees that at any time
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it shall execute and deliver all further instruments and documents,
and take all further action, in order to effectuate or otherwise
document the transactions contemplated hereby or otherwise implement
the intention of the parties under this Amendment, as any of the
parties hereto and their successors and assigns reasonably may
request.
7. Further Modifications NO VARIATION OR MODIFICATION OF THIS AMENDMENT
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OR ANY WAIVER OF ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID
UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH
OF THE PARTIES HERETO.
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8. Multiple Counterparts This Amendment may be executed in two or more
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counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives as of the date first above
written.
Rohr, Inc. State Street Bank and Trust Company of
California, National Association, not
in its individual capacity but solely
By: /s/ R. M. Miller as Corporate Trustee
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Name: Ronald M. Miller
Title: Vice President & Treasurer By: /s/ W. Jeffrey Kramer
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Name: W. Jeffrey Kramer
Title: Assistant Vice President
/s/ W. Jeffrey Kramer
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W. Jeffrey Kramer
not in his individual capacity, but
solely in his capacity as Individual
Trustee
General Electric Capital Corporation
By: /s/ Timothy R. Brewer
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Name: Timothy R. Brewer
Title: Manager - Field Operations
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