Rohr Inc · 10-Q · For 5/1/94 · EX-10.13.4

Filed On 6/13/94   ·   SEC File 1-06101   ·   Accession Number 898430-94-435

Quarterly Report   ·   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      17     79K 
 2: EX-4.3.2    2nd Amendment Agreement (9.35%)                        4     21K 
 3: EX-4.3.3    3rd Amendment Agreement (9.35%)                       80    355K 
 4: EX-4.4.1    2nd Amendment Agreement (9.33%)                        4     18K 
 5: EX-4.4.2    3rd Amendment Agreement (9.33%)                       81    370K 
 6: EX-4.5      Indenture (Senior)                                    79    374K 
 7: EX-4.6      Indenture (Convertible)                               87    393K 
 8: EX-10.11.6  6th Amendment                                          3     15K 
 9: EX-10.11.7  7th Amendment                                         33    110K 
10: EX-10.13.3  Amendment Agreement (9-24-94)                          3     15K 
11: EX-10.13.4  Amendment Agreement (5-10-94)                          3     16K 
12: EX-11.1     Calculation Primary Net Income                         2±     8K 
13: EX-11.2     Calculation Fully Diluted Net Income                   2±    10K 

EX-10.13.4   ·   Amendment Agreement (5-10-94)

EX-10.13.4
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                                                                 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
-----------------------------------                         
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
---------------------------                                   
        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
-----------------                                           
          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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EX-10.13.4
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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
-----------------------                                     
     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
--------                                                    
          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
------------------                                          
       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
---------------------                                       
        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
---------------------                                       
    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                   
--------------------------------                                        
Name:  Ronald M. Miller                                                         
Title:    Vice President & Treasurer     By: /s/ W. Jeffrey Kramer              
                                            ----------------------------------
                         Name: W. Jeffrey Kramer
                                  Title:  Assistant Vice President

                       /s/ W. Jeffrey Kramer
                                        --------------------------------------
                   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
                                            ----------------------------------
                         Name: Timothy R. Brewer
                                   Title: Manager - Field Operations

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-Q Filing		Date		First		Last			Other Filings
		9/14/92		1
For The Period Ended		5/1/94
		5/10/94		1
Filed On / Filed As Of		6/13/94
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