Exhibit 4.3.2
SECOND AMENDMENT AGREEMENT
SECOND AMENDMENT AGREEMENT (this "Amendment"), dated as of September
24, 1993, among ROHR, INC. (together with its successors and assigns, the
"Company"), and each of the holders of Notes whose name appears on the signature
pages hereof (individually, a "Holder" and, collectively, the "Holders").
RECITALS:
WHEREAS, the Company issued its 9.35% Senior Notes due January 29,
2000, pursuant to those certain several identical Note Agreements, each dated as
of January 15, 1990, between the Company and the Purchasers identified on Annex
1 thereto; and
WHEREAS, such Note Agreements were amended by that certain Amendment
Agreement, dated as of June 30, 1993 (such Note Agreements, as amended by such
Amendment Agreement, collectively being the "Existing Note Agreement"); and
WHEREAS, the Company has requested the Holders to modify certain terms
of the Existing Note Agreement; and
WHEREAS, the Holders are agreeable to such modifications and such
amendments, on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. DEFINITIONS.
Capitalized terms used in this Amendment and not otherwise defined
herein shall have the respective meanings ascribed to them in the Existing Note
Agreement.
2. AMENDMENTS.
Paragraph 10B of the Existing Note Agreement shall be amended by
amending and restating Subparagraph (ii)(f) of the definition of "Consolidated
Net Income Available for Fixed Charges" to read as follows:
"(f) in the case of any such period that includes the fiscal month
ending May 2, 1993, the provisions and charges, not in excess of
$38,000,000 in the aggregate, established by the Company in the third
quarter of Fiscal Year 1993; and".
1
3. CONDITIONS TO EFFECTIVENESS.
The amendment set forth in Paragraph 2 shall become effective only upon the
satisfaction in all respects of the conditions set forth below:
3A. The Required Holders and the Company shall have executed and delivered
to each other this Amendment and the Existing Note Agreement, as amended hereby,
shall be in full force and effect.
3B. The definition of "Consolidated Net Income Available for Fixed
Charges" in the Note Agreement, dated as of December 21, 1992, between the
Company and the note holders party thereto, as amended through June 30, 1993,
shall have been amended in substantially the same manner as set forth in
Paragraph 2 hereof.
3C. The definition of "Net Income Available for Fixed Charges" in the
Credit Agreement, dated as of April 26, 1989, between the Company and the other
parties thereto, as amended through July 9, 1993 (the "Credit Agreement"), shall
have been amended in substantially the same manner as set forth in Paragraph 2
hereof.
3D. The definition of "Net Income Available for Fixed Charges"
incorporated from the Credit Agreement into the Sublease Agreement, dated as of
September 14, 1992, between the Company and State Street Bank and Trust Company
of California, National Association, and W. Jeffrey Kramer, not in an individual
capacity but solely as owner trustees under a trust for the benefit of General
Electric Capital Corporation, as amended through July 9, 1993, shall have been
effectively amended in substantially the same manner as set forth in Paragraph 2
hereof.
4. COSTS AND EXPENSES.
The Company shall pay all out-of-pocket expenses of the Holders in
connection with the negotiation, preparation, execution and delivery of this
Amendment, including, without limitation, all the fees and expenses of special
counsel engaged by the Holders in connection therewith.
5. MISCELLANEOUS.
5A. All provisions of this Amendment by or for the benefit of the parties
hereto shall bind and inure to the benefit of their respective successors and
assigns hereunder.
5B. This Amendment may be executed in one or more counterparts, all of
which taken together shall constitute a single instrument.
2
5C. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE
OF NEW YORK.
5D. Except as expressly provided herein, (i) no other terms and provisions
of the Existing Note Agreement shall be modified or changed by this Amendment
and (ii) the terms and provisions of the Existing Note Agreement shall continue
in full force and effect. The Company hereby acknowledges and reaffirms all of
its obligations and duties under the Existing Note Agreement, as amended by this
Amendment, and under the Notes, as amended to date, issued thereunder.
5E. Any provision of this Amendment which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
5F. This Amendment may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
fist above written.
ROHR, INC.
By: /s/ R.W. Madsen
---------------------------------
Name: R.W. Madsen
Title: Vice President,
General Counsel
and Secretary
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: /s/ Dennis B. Murphy
---------------------------------
Name:
Title:
3
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
CIGNA PROPERTY AND CASUALTY INSURANCE COMPANY
INSURANCE COMPANY OF NORTH AMERICA
LIFE INSURANCE COMPANY OF NORTH AMERICA
CONGEN TWO & CO.
THESE ENTITIES ARE EITHER THE REGISTERED OWNERS OF ONE OR MORE OF THE SECURITIES
PERTAINING HERETO OR ARE BENEFICIAL OWNERS OF ONE OR MORE OF SUCH SECURITIES
OWNED BY AND REGISTERED IN THE NAME(S) OF NOMINEES FOR THESE ENTITIES.
BY CIGNA INVESTMENTS, INC.
By /s/ Stephen L. Roberts
--------------------------------
Name: Stephen L. Roberts
Title: Vice President
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
By:
---------------------------------
Name:
Title:
SUN LIFE ASSURANCE COMPANY OF CANADA
By /s/ L. Brock Thomson
----------------------------------
Name: L. Brock Thomson
Title: Assistant Vice President - For President
By /s/ Margaret S. Mead
----------------------------------
Name: Margaret S. Mead
Title: Assitant Vice President and Counsel - For
Secretary
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By /s/ L. Brock Thomson
----------------------------------
Name: L. Brock Thomson
Title: Treasurer
4