-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, sRUjlIiN+p5M9A940AlLI7Ej9YWg5PoYdA2JjJbYicrSOhTBrvTB2dZmgRHSfraM BoWqi0H5Kgy88bQpmrRjCA== 0000898430-94-000935.txt : 19941214 0000898430-94-000935.hdr.sgml : 19941214 ACCESSION NUMBER: 0000898430-94-000935 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19941030 FILED AS OF DATE: 19941213 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROHR INC CENTRAL INDEX KEY: 0000084801 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 951607455 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06101 FILM NUMBER: 94564589 BUSINESS ADDRESS: STREET 1: FOOT OF H STREET CITY: CHULA VISTA STATE: CA ZIP: 91910 BUSINESS PHONE: 6196914111 MAIL ADDRESS: STREET 1: PO BOX 878 CITY: CHULA VISTA STATE: CA ZIP: 91912 FORMER COMPANY: FORMER CONFORMED NAME: ROHR INDUSTRIES INC DATE OF NAME CHANGE: 19911219 FORMER COMPANY: FORMER CONFORMED NAME: ROHR CORP DATE OF NAME CHANGE: 19711220 FORMER COMPANY: FORMER CONFORMED NAME: ROHR AIRCRAFT CORP DATE OF NAME CHANGE: 19710317 10-Q 1 FORM 10-Q FY95: FIRST QUARTER ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 30, 1994 COMMISSION FILE NUMBER 1-6101 ROHR, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-1607455 (State of other jurisdiction of (I.R.S Employer Identification Number) incorporation or organization) 850 LAGOON DRIVE, CHULA VISTA, CALIFORNIA 91910 (Address of principal executive offices) (619) 691-4111 (Registrant's Telephone No.) INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- AS OF DECEMBER 9,1994 THERE WERE 18,053,932 SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING. ________________________________________________________________________________ ________________________________________________________________________________ PART 1. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- (in thousands except for share data) ------------------------------------
OCT. 30, JULY 31, 1994 1994 ----------- ---------- ASSETS (UNAUDITED) - ------ Cash and cash equivalents $ 72,265 $ 115,996 Short-term investments 17,568 17,568 Accounts receivable 90,679 93,143 Inventories: Work-in-process 464,897 444,076 Raw materials, purchased parts and supplies 23,685 23,441 Less customers' progress payments and advances (95,327) (104,321) ----------- ----------- Inventories - net 393,255 363,196 Deferred tax asset 36,353 36,353 Prepaid expenses and other current assets 14,346 18,493 ---------- ---------- TOTAL CURRENT ASSETS 624,466 644,749 PROPERTY, PLANT AND EQUIPMENT 498,864 500,037 Less accumulated depreciation and amortization (281,587) (277,974) ----------- ----------- Property, plant and equipment - net 217,277 222,063 INVESTMENT IN LEASES 37,118 37,145 DEFERRED TAX ASSET 95,063 97,135 OTHER ASSETS 55,152 55,755 ---------- ---------- $1,029,076 $1,056,847 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Trade accounts and other payables $ 136,639 $ 129,674 Salaries, wages and benefits 32,075 37,100 Taxes on income 1,379 2,343 Current portion of long-term debt 14,660 14,952 ---------- ---------- TOTAL CURRENT LIABILITIES 184,753 184,069 LONG-TERM DEBT 574,882 574,038 LONG-TERM PENSION AND POST-RETIREMENT OBLIGATIONS 94,158 125,004 OTHER OBLIGATIONS 26,366 26,827 COMMITMENTS AND CONTINGENCIES - - SHAREHOLDERS' EQUITY: Preferred stock, $1 par value per share, 10 million shares authorized, none issued - - Common stock, $1 par value per share, authorized 50,000,000 shares; issued and outstanding 18,053,932 and 18,041,680 shares respectively 18,054 18,042 Additional paid-in capital 102,727 102,598 Retained earnings 84,035 82,168 Minimum pension liability adjustment (55,899) (55,899) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 148,917 146,909 ---------- ---------- $1,029,076 $1,056,847 ========== ==========
2 ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED ----------------------------------------------- (in thousands except for per share data) ----------------------------------------
FIRST QUARTER ENDED -------------------- OCT. 30, OCT. 31, 1994 1993 --------- --------- Sales $192,156 $237,091 Costs and Expenses 170,243 213,064 General & Administrative Expense 6,560 7,460 -------- -------- Operating Income 15,353 16,567 Interest Income 1,115 312 Interest Expense 14,177 12,151 -------- -------- Income from Continuing Operations Before Taxes on Income 2,291 4,728 Taxes (Benefit) on Income 921 (1,033) -------- --------- Income from Continuing Operations 1,370 5,761 Income from Discontinued Operations - Net of Taxes 497 302 -------- -------- Net Income $ 1,867 $ 6,063 ======== ======== Net Income per Average Share of Common Stock: Income from Continuing Operations $ 0.08 $ 0.32 Income from Discontinued Operations 0.02 0.02 -------- -------- Net Income $ 0.10 $ 0.34 ======== ======== Cash Dividends per Share of Common Stock - - Total Common Stock and Common Stock Equivalents 18,138 18,004
3 ROHR, INC. AND SUBSIDIARIES --------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED ------------------------------------------------- (in thousands) --------------
FIRST QUARTER ENDED --------------------- OCT. 30, OCT. 31, 1994 1993 ---------- --------- OPERATING ACTIVITIES: Net income $ 1,867 $ 6,063 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,186 5,645 Changes due to (increase) decrease in operating assets: Accounts receivable 3,269 2,563 Inventories - net (25,790) 7,984 Prepaid expenses and other assets 4,142 (1,389) Changes due to increase (decrease) in operating liabilities: Trade accounts and other payables 2,820 (6,383) Pension and post-retirement obligations (33,256) 3,416 Taxes on income and deferred taxes 1,108 (697) Other 2,713 880 -------- -------- Net cash provided by (used in) operating activities (37,941) 18,082 --------- -------- INVESTING ACTIVITIES: Purchase of property, plant and equipment (1,539) (1,475) Net advances on discontinued operations (4,269) - Other 692 (1,230) -------- --------- Net cash used in investing activities (5,116) (2,705) --------- --------- FINANCING ACTIVITIES: Repayment of medium-term notes - (35,000) Long-term borrowings under revolving credit agreement - 56,000 Repayment of borrowings under revolving credit agreement - (46,000) Other long-term borrowings (repayments) (648) 294 Cash collateral for receivables sales program 19,195 - Reduction in sales of receivable financing program (20,000) - Other 779 (379) -------- --------- Net cash used in financing activities (674) (25,085) --------- --------- DECREASE IN CASH AND CASH EQUIVALENTS (43,731) (9,708) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 115,996 42,186 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 72,265 $ 32,478 ======== ======== SUPPLEMENTAL INFORMATION: Cash paid for interest, net of amounts capitalized 14,656 $ 16,100 Cash refunded for income taxes (187) (291)
4 ROHR, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED) The consolidated balance sheet as of October 30, 1994, and statements of earnings and cash flows for the first quarter ended October 30, 1994, and October 31, 1993, reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods. Financial results for interim periods are not necessarily indicative of results to be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements included in the Form 10-K for the year ended July 31, 1994. The consolidated statement of earnings for the first quarter ended October 31, 1993, has been restated to separately reflect discontinued operations. CONTINGENCIES In June 1987, the U.S. District Court of Los Angeles, in U.S. et al, vs. Stringfellow, granted partial summary judgment against the Company and 14 other defendants on the issue of liability under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). This suit alleges that the defendants are jointly and severally liable for all damages in connection with the Stringfellow hazardous waste disposal site in Riverside County, California. A federal jury and a special master appointed by the federal court found the State of California also liable for the cleanup costs and, subsequently, the special master allocated a high percentage of liability to the State of California. This special master's finding is subject to a final decision and appeal. The Company is the second largest generator of waste by volume disposed at the site, although it and certain other generators have argued the final allocation of cleanup costs among generators should not be determined solely by volume. The Company has claims against its comprehensive general liability insurers for reimbursement of its cleanup costs at the site. These claims are the subject of separate litigation, although the insurers nevertheless are paying substantially all of the Company's costs of defense in the actions against the generators of wastes disposed at the site. Certain of these insurance policies have pollution exclusion clauses which are being argued as a defense and the insurers are alleging various other defenses to coverage. The Company has entered settlements with some of the insurance carriers and is engaged in settlement discussions with certain others. 5 The Company intends to continue to vigorously defend itself in the Stringfellow matter and believes, based upon currently available information, that the ultimate resolution will not have a material adverse effect on the financial position, liquidity, or results of operations of the Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management's analysis of operating results for the first quarters ended October 30, 1994 and October 31, 1993 is presented below. Material developments in the Company's liquidity and capital resources since July 31, 1994, are also presented. These discussions should be read in conjunction with the financial statements and management's discussion and analysis thereof included in the Company's Form 10-K for the fiscal year ended July 31, 1994. RESULTS OF OPERATIONS First Quarter Fiscal Year 1995 Compared to First Quarter Fiscal Year 1994 Sales from continuing operations declined 19% from $237.1 million in the first quarter of fiscal 1994 to $192.2 million for the same period in fiscal 1995, primarily due to previously announced delivery rate reductions on several commercial programs, partially offset by increased government sales of spare components on the Titan program. The Titan program is scheduled to end in the latter part of this fiscal year. Commercial sales aggregated 82% and government sales 18% of the Company's total sales in the first quarter of fiscal year 1995 compared to 89% commercial and 11% government for the comparable period the prior year. This higher percentage of government sales is not expected to continue. The Company reported operating income of $15.4 million, an operating margin of 8.0%, for the first quarter of fiscal 1995. Operating income decreased $1.2 million from the first quarter of fiscal 1994 primarily due to reductions in delivery rates, partially offset by improved operating profit due to the Company's continuing cost reduction efforts. General and administrative expenses declined $0.9 million from $7.5 million for the first quarter of fiscal 1994 to $6.6 million for the first quarter of fiscal 1995. Net interest expense was $13.1 million for the first quarter of fiscal 1995 compared to $11.8 million for the first quarter of fiscal 1994. The increase of $1.3 million was due primarily to the Company's new long-term debt. 6 Net income from continuing operations for the first quarter of fiscal 1995 was $1.4 million or 8 cents per share compared to $5.8 million or 32 cents per share for the first quarter of fiscal 1994. The first quarter of the prior fiscal year was positively impacted by the Omnibus Budget Reconciliation Act, which reduced tax expense and correspondingly increased net income by $2.8 million or 16 cents a share. During the fourth quarter of the prior fiscal year, the Company sold and commenced the transfer of its business jet line of business and accounted for the sale as a discontinued operation. The purchase agreement requires the Company to manufacture and deliver certain components and transfer engineering and tooling through fiscal 1995. Residual income from discontinued operations totaled $0.5 million or 2 cents per share for the first quarter of fiscal 1995 compared with $0.3 million or 2 cents per share for the same period of the prior fiscal year. Total net income for the first quarter of fiscal 1995 was $1.9 million or 10 cents per share as compared with $6.1 million or 34 cents per share for the same period of the prior fiscal year. LIQUIDITY AND CAPITAL RESOURCES The Company significantly improved its liquidity in fiscal 1994 and believes that it has sufficient resources to meet its needs. At October 30, 1994, the Company had $89.8 million of cash, cash equivalents and short-term investments. In addition, the Company has a $110 million revolving credit agreement with no amounts outstanding at October 30, 1994. The total amount available under this agreement is reduced by a $16.9 million letter of credit. Net cash used in operating activities for the first quarter of fiscal year 1995 was $37.9 million compared to net cash provided by operating activities of $18.1 million for the first quarter of the prior fiscal year. Contributing to the use of cash in the first quarter of fiscal 1995 was a $36 million contribution to the Company's pension plans and an increase in inventory caused by investments in preproduction engineering and tooling, discussed below. Net cash provided by operations is subject to significant variations from period to period. The Company's total financings (balance sheet debt plus off-balance sheet financings) aggregated $669.9 million at October 30, 1994, a decrease of $1.2 million from July 31, 1994. The Company is a party to a $40.0 million accounts receivable facility, down from $60 million at July 31, 1994. Under this facility, which is treated as an off-balance sheet financing, the Company sells receivables from specified customers on an on-going basis. Due to the slowdown in the aerospace industry, the amount of outstanding receivables from these customers falls from time to time below levels required to support the facility. As a result, the 7 Company has elected to deposit cash collateral when necessary to support the facility and has withdrawn such cash when it is no longer required to be deposited. At October 30, 1994, $7.3 million of cash collateral was on deposit. The Company is also a party to certain equipment leases, treated as off-balance sheet financings, totaling $47.7 million at October 30, 1994. Subsequent to the end of the first quarter, the Company restructured a major sale leaseback agreement, reducing the size of this financing by approximately $22 million. In connection with this restructuring, the equipment lessors released their interest in certain Company equipment and receivables and released the Company from its potential obligation to prepay up to $10 million of equipment lease rentals. The Company's net inventory increased from $363.2 million at July 31, 1994 to $393.2 million at October 30, 1994. Pre-production inventory continued to increase primarily due to the start up of the MD-90 program, change activity on the A340 program, and investment in cost reduction efforts on the V2500 and PW4000 programs. The Company's firm backlog, which includes the sales price of all undelivered units covered by customers' orders for which the Company has production authorization, was approximately $1.1 billion at October 30, 1994, compared to $1.2 billion at July 31, 1994. Approximately $0.5 billion of the $1.1 billion backlog is expected to be delivered in the remainder of fiscal year 1995. (Sales during any period includes sales which were not part of backlog at the end of the prior period.) Customer orders in firm backlog are subject to rescheduling and/or termination for customer convenience; however, in certain cases the Company is entitled to an equitable adjustment in contract amounts. The Company has an additional $2.4 billion in anticipated backlog, which represents the sales price of units which the Company expects that its customers will order under existing contracts and the Company will deliver within seven years. 8 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its Annual Meeting of Shareholders on Saturday, December 3, 1994, at the offices of the Company in Chula Vista, California. Of the 18,053,932 shares eligible to vote at the meeting, 15,423,132 shares were represented. Messrs. Wayne M. Hoffman, Robert M. Price, and Jack D. Steele were elected as directors for three-year terms expiring at the Annual Meeting in 1997; each received in excess of 15.2 million affirmative votes. Messrs. Wallace W. Booth and James J. Kerley stepped down from the Board because each had reached the mandatory retirement age for directors. The shareholders ratified the appointment of Messrs. Sam F. Iacobellis and James R. Wilson to fill the unexpired terms of Messrs. Kerley and Booth which expire in 1996; each received in excess of 15.2 million affirmative votes. Directors whose term of office continued after the meeting included Messrs. Robert H. Rau, William P. Sommers, Wallace Barnes, Eugene E. Covert, and D. Larry Moore. The shareholders also approved the selection of Deloitte & Touche LLP as the Company's independent auditors for fiscal 1995. The selection of Deloitte & Touche LLP was approved, receiving 15,275,493 affirmative votes, 99,228 negative votes and 48,411 abstentions. 9 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Index to Exhibits: *10.1 Assignments of Leasehold and Subleasehold Interests; Amendments of Lease Supplement No. 1, Equipment Schedule and Waiver and Modification Agreement; and Releases of Security Interest, dated as of October 31, 1994. 10.2 Pretax Savings Plan for the Salaried Employees of Rohr, Inc., incorporated herein by reference to Exhibit 4.1, filed with Registration Statement No. 33-56529. *11.1 Calculation of Primary Net Income Per Share of Common Stock *11.2 Calculation of Fully Diluted Net Income Per Share of Common Stock *27. Financial Data Schedule. (Filed with EDGAR filing only.) (b) Reports on Form 8-K There were no reports on Form 8-K during this period. (c) Exhibits required by Item 601 of Regulation S-K: See subparagraph (a) above. (d) Financial Statements required by Regulation S-X: See subparagraphs (a) and (b) above. ___________________________ *Exhibits filed with this report. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ROHR, INC. December 13, 1994 By:/S/ L. A. CHAPMAN ----------------------- L. A. Chapman Senior Vice President, Chief Financial Officer and Treasurer December 13, 1994 By:/S/ A. L. MAJORS ----------------------- A. L. Majors Vice President and Controller (Chief Accounting Officer) 11 EX-10.1 2 ASSIGNMENT ASSIGNMENT OF LEASEHOLD AND SUBLEASEHOLD INTERESTS; AMENDMENT OF LEASE SUPPLEMENT NO. 1, EQUIPMENT SCHEDULE AND WAIVER AND MODIFICATION AGREEMENT; AND RELEASE OF SECURITY INTEREST This Assignment of Leasehold and Subleasehold Interests; Amendment of Lease Supplement No. 1, Equipment Schedule and Waiver and Modification Agreement; and Release of Security Interest (this "Assignment"), dated as of October 31, 1994, is entered into by and between Rohr, Inc., a Delaware corporation ("Rohr"), State Street Bank and Trust Company of California, National Association, a national banking association, and Lynda Vogel, successor trustee to W. Jeffrey Kramer, not in an individual capacity but solely as owner trustees under a trust agreement for the benefit of General Electric Capital Corporation (State Street Trust and Bank Company of California, National Association, and Lynda Vogel are referred to collectively as the "Trustees"), and General Electric Capital Corporation ("Beneficiary"). RECITALS A. Rohr and the Trustees, as owner trustees under that certain Trust Agreement, dated as of September 14, 1992 for the benefit of Beneficiary, are parties to the following agreements: (1) Lease Agreement, dated as of September 14, 1992, including Lease Supplement No. 1 thereto (such supplement is referred to herein as the "Supplement"; collectively, such Lease Agreement and the Supplement are referred to herein as the "Lease"); (2) Sublease Agreement, dated as of September 14, 1992, as amended to date, including the Equipment Schedule thereto (such equipment schedule is referred to herein as the "Schedule"; collectively, such Sublease Agreement and the Schedule are referred to herein as the "Sublease"); (3) Waiver and Modification Agreement, dated as of July 9, 1993, pursuant to which Rohr agreed to pay certain amounts to Beneficiary in connection with certain assignments of its beneficial interest in a trust (the "Waiver Agreement"); and (4) Security Agreement, dated as of July 9, 1993, pursuant to which Rohr granted a security interest in certain collateral to the Trustees (the "Security Agreement"). B. Rohr and Beneficiary desire that the Trustees: 1 (1) assign their rights and obligations under the Lease and the Sublease solely with respect to certain equipment to Rohr; (2) agree to amend the Waiver Agreement by deleting Section 5 thereof; and (3) release the security interest granted to them pursuant to the Security Agreement. AGREEMENT NOW, THEREFORE, Rohr, the Trustees and Beneficiary agree as follows: 1. Assignment of Rights under the Lease. The Trustees and Beneficiary ------------------------------------ assign to Rohr all of the rights and obligations granted to them in, to and under the Lease solely with respect to the items of equipment identified on Exhibit A hereto (the "Assigned Equipment"), provided, however, such assignment -------- ------- shall not affect the rights and obligations of the Trustees, Beneficiary and Rohr with respect to the equipment that will remain leased to the Trustees under the Lease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date (as defined in Section 10 below) and (b) for periods on and after such date to the extent the Lease provides that such rights and obligations shall survive termination of the Lease. 2. Assignment of Rights under the Sublease. The Trustees and Beneficiary --------------------------------------- assign to Rohr all of the rights and obligations granted to them in, to and under the Sublease solely with respect to the Assigned Equipment, provided, -------- however, such assignment shall not affect the rights and obligations of the - ------- Trustees, Beneficiary and Rohr with respect to the equipment that will remain subleased to Rohr under the Sublease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date and (b) for periods on and after such date to the extent the Sublease provides that such rights and obligations shall survive termination of the Sublease. 3. AS-IS, WHERE-IS Basis. The assignments set forth in Sections 1 and 2 --------------------- hereof are made on an AS-IS, WHERE-IS basis with no recourse to or warranty by the Trustees or Beneficiary except that each of Beneficiary and the Trustees warrants that it has not sold, assigned or transferred to any party any portion of the rights granted to it in, to or under the Lease or the Sublease and has not granted any party any lien or other encumbrance in any such right. 2 4. Payment to Beneficiary. Rohr agrees to pay to Beneficiary, by wire ---------------------- transfer of immediately available funds, Fifteen Million Six Hundred Fifteen Thousand One Hundred Ninety Six Dollars ($15,615,196.00) (representing the Capitalized Sublessor's Cost of the Assigned Equipment multiplied by a Termination Value of 98.500%), plus applicable sales tax, if any. 5. Amendment of Supplement. On and after the Effective Date, the Supplement ----------------------- is amended as follows: (a) Annex A to the Supplement is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 6. Amendment of Schedule. On and after the Effective Date, the Schedule is --------------------- amended as follows: (a) the Capitalized Sublessor's Cost identified in Section B.2 of the Schedule is amended from $28,169,157.00 to $12,316,166.00; such lesser amount (i) represents the Capitalized Sublessor's Cost of the equipment which will remain subleased to Rohr under the Sublease immediately after the Effective Date and (ii) shall be used for calculating Basic Term Rent under the Sublease for rentals due on and after the Effective Date; (b) Section C.1 of the Schedule is amended by deleting therefrom the words "having a Capitalized Sublessor's Cost of $28,110,457.00"; (c) Section C.2 of the Schedule is amended by deleting therefrom the words ", having a Capitalized Sublessor's Cost of $58,700.00"; and (d) Annex A to the Schedule is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 7. Amendment of Waiver Agreement. On and after the Effective Date, the ----------------------------- Waiver Agreement is amended by deleting Section 5 thereof in its entirety. 8. Termination of Security Agreement and Release of Security Interest. The ------------------------------------------------------------------ Security Agreement, and all of the rights and obligations of the parties under such agreement, are hereby terminated. The Trustees release the security interest granted to them by the Security Agreement. 9. Limited Waiver. With respect to this Assignment only, the parties hereto -------------- waive the provisions of Section 5.3 of the Lease and Section XIII(a) of the Sublease to the extent they are inconsistent with the terms hereof. Such waiver is limited to the 3 matters expressly provided in this paragraph and, except as expressly provided in this paragraph, shall not be deemed to waive any other provision of the Lease or the Sublease or to serve as a waiver of any other matter. The assignments agreed to herein are limited to the matters provided for in this Assignment and shall not extend to the equipment remaining leased to the Trustees under the Lease and subleased to Rohr under the Sublease. Except as otherwise provided for herein, the Lease and the Sublease, as in effect immediately prior to the Effective Date, remain unmodified and in full force and effect. 10. Conditions to Effectiveness. This Assignment shall become effective on --------------------------- the date (the "Effective Date") on which all of the following shall have occurred: (a) this Assignment shall have been executed and delivered by Rohr, each of the Trustees and Beneficiary; (b) Rohr, the Trustees, as trustees under another trust agreement, and ELLCO Leasing Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (c) Rohr, the Trustees, as trustees under another trust agreement, and JCB Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (d) Rohr, the Trustees, as trustees under another trust agreement, and Sanwa General Equipment Leasing, a division of Sanwa Business Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (e) Rohr shall have paid Beneficiary the amount required by Section 4 hereof; and (f) the Trustees shall have executed and delivered to Rohr a letter to Wells Fargo Bank, N.A. substantially in the form attached to this Assignment as Exhibit C. Within fourteen days after the Effective Date, the Trustees: (i) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, terminating the security interest granted to the Trustees under the Security Agreement; and (ii) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, releasing any security interests of the Trustees in the Assigned Equipment. 4 11. Jury Trial Waiver. EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY ----------------- WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT, ANY DEALINGS AMONG ANY OF THEM RELATING TO THE SUBJECT MATTER HEREOF, AND/OR THE RELATIONSHIP 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 ASSIGNMENT. IN THE EVENT OF LITIGATION, THIS ASSIGNMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 12. Direction to Trustees. Beneficiary hereby joins in this Assignment to --------------------- acknowledge its consent to the terms and provisions hereof and to direct the Trustees to enter into this Assignment and all other agreements, instruments and documents to be executed in connection herewith in their capacity as owner trustees. 13. Expenses. Rohr agrees to pay all reasonable costs and expenses of the -------- Trustees and Beneficiary in connection with the preparation, execution, delivery and enforcement of this Assignment and all other agreements, instruments and documents executed in connection herewith. 14. 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 Assignment, as any of the parties hereto and their successors and assigns reasonably may request. 15. Modifications. NO VARIATION OR MODIFICATION OF THIS ASSIGNMENT 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. 16. Multiple Counterparts. This Assignment 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. 5 IN WITNESS WHEREOF, the parties hereto have caused this Assignment 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 By: /s/ L. A. Chapman individual capacity but solely ---------------------- as Corporate Trustee Name: Laurence A. Chapman Title: Senior Vice President and Chief Financial Officer By: /s/ Lynda A. Vogel ---------------------- Name: Lynda A. Vogel Title: Senior Vice President General Electric Capital Corporation /s/Lynda A. Vogel ---------------------------- Lynda A. Vogel, By: /s/ Ronald F. Carapezzi not in her individual capacity, ---------------------- but solely in her capacity as Name: Ronald F. Carapezzi Individual Trustee Title: Region Manager 6 ASSIGNMENT OF LEASEHOLD AND SUBLEASEHOLD INTERESTS; AMENDMENT OF LEASE SUPPLEMENT NO. 1, EQUIPMENT SCHEDULE AND WAIVER AND MODIFICATION AGREEMENT; AND RELEASE OF SECURITY INTEREST This Assignment of Leasehold and Subleasehold Interests; Amendment of Lease Supplement No. 1, Equipment Schedule and Waiver and Modification Agreement; and Release of Security Interest (this "Assignment"), dated as of October 31, 1994, is entered into by and between Rohr, Inc., a Delaware corporation ("Rohr"), State Street Bank and Trust Company of California, National Association, a national banking association, and Lynda Vogel, successor trustee to W. Jeffrey Kramer, not in an individual capacity but solely as owner trustees under a trust agreement for the benefit of Sanwa General Equipment Leasing, a division of Sanwa Business Credit Corporation (State Street Trust and Bank Company of California, National Association, and Lynda Vogel are referred to collectively as the "Trustees"), and Sanwa General Equipment Leasing, a division of Sanwa Business Credit Corporation ("Beneficiary"). RECITALS A. Rohr and the Trustees, as owner trustees under that certain Trust Agreement, dated as of September 14, 1992 for the benefit of Beneficiary, are parties to the following agreements: (1) Lease Agreement, dated as of September 14, 1992, including Lease Supplement No. 1 thereto (such supplement is referred to herein as the "Supplement"; collectively, such Lease Agreement and the Supplement are referred to herein as the "Lease"); (2) Sublease Agreement, dated as of September 14, 1992, as amended to date, including the Equipment Schedule thereto (such equipment schedule is referred to herein as the "Schedule"; collectively, such Sublease Agreement and the Schedule are referred to herein as the "Sublease"); (3) Waiver and Modification Agreement, dated as of July 9, 1993, pursuant to which Rohr agreed to pay certain amounts to Beneficiary in connection with certain assignments of its beneficial interest in a trust (the "Waiver Agreement"); and (4) Security Agreement, dated as of July 9, 1993, pursuant to which Rohr granted a security interest in certain collateral to the Trustees (the "Security Agreement"). B. Rohr and Beneficiary desire that the Trustees: 7 (1) assign their rights and obligations under the Lease and the Sublease solely with respect to certain equipment to Rohr; (2) agree to amend the Waiver Agreement by deleting Section 5 thereof; and (3) release the security interest granted to them pursuant to the Security Agreement. AGREEMENT NOW, THEREFORE, Rohr, the Trustees and Beneficiary agree as follows: 1. Assignment of Rights under the Lease. The Trustees and Beneficiary ------------------------------------ assign to Rohr all of the rights and obligations granted to them in, to and under the Lease solely with respect to the items of equipment identified on Exhibit A hereto (the "Assigned Equipment"), provided, however, such assignment -------- ------- shall not affect the rights and obligations of the Trustees, Beneficiary and Rohr with respect to the equipment that will remain leased to the Trustees under the Lease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date (as defined in Section 10 below) and (b) for periods on and after such date to the extent the Lease provides that such rights and obligations shall survive termination of the Lease. 2. Assignment of Rights under the Sublease. The Trustees and Beneficiary --------------------------------------- assign to Rohr all of the rights and obligations granted to them in, to and under the Sublease solely with respect to the Assigned Equipment, provided, -------- however, such assignment shall not affect the rights and obligations of the - ------- Trustees, Beneficiary and Rohr with respect to the equipment that will remain subleased to Rohr under the Sublease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date and (b) for periods on and after such date to the extent the Sublease provides that such rights and obligations shall survive termination of the Sublease. 3. AS-IS, WHERE-IS Basis. The assignments set forth in Sections 1 and 2 --------------------- hereof are made on an AS-IS, WHERE-IS basis with no recourse to or warranty by the Trustees or Beneficiary except that each of Beneficiary and the Trustees warrants that it has not sold, assigned or transferred to any party any portion of the rights granted to it in, to or under the Lease or the Sublease and has not granted any party any lien or other encumbrance in any such right except as provided in that certain Sublease Intercreditor Agreement, dated as of December 31, 1993, between Beneficiary and General Equipment Capital Corporation ("GE 8 Capital"). GE Capital joins in this Assignment to consent to the terms hereof. Beneficiary and GE Capital agree that the Sublease Intercreditor Agreement will continue in effect with respect to the Sublease, as the Sublease is modified pursuant to this Assignment. 4. Payment to Beneficiary. Rohr agrees to pay to Beneficiary, by wire ---------------------- transfer of immediately available funds, Two Million Six Hundred Fifty Four Thousand One Hundred Sixty Seven Dollars ($2,654,167.00) (representing the Capitalized Sublessor's Cost of the Assigned Equipment multiplied by a Termination Value of 98.500%), plus applicable sales tax, if any. 5. Amendment of Supplement. On and after the Effective Date, the Supplement ----------------------- is amended as follows: (a) Annex A to the Supplement is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 6. Amendment of Schedule. On and after the Effective Date, the Schedule is --------------------- amended as follows: (a) the Capitalized Sublessor's Cost identified in Section B.2 of the Schedule is amended from $9,784,294.00 to $7,089,708.00; such lesser amount (i) represents the Capitalized Sublessor's Cost of the equipment which will remain subleased to Rohr under the Sublease immediately after the Effective Date and (ii) shall be used for calculating Basic Term Rent under the Sublease for rentals due on and after the Effective Date; (b) Section C.1 of the Schedule is amended by deleting therefrom the words "having a Capitalized Sublessor's Cost of $9,458,994.00"; (c) Section C.2 of the Schedule is amended by deleting therefrom the words ", having a Capitalized Sublessor's Cost of $325,300.00"; and (d) Annex A to the Schedule is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 7. Amendment of Waiver Agreement. On and after the Effective Date, the ----------------------------- Waiver Agreement is amended by deleting Section 5 thereof in its entirety. 8. Termination of Security Agreement and Release of Security Interest. The ------------------------------------------------------------------ Security Agreement, and all of the rights and obligations of the parties under such agreement, are hereby 9 terminated. The Trustees release the security interest granted to them by the Security Agreement. 9. Limited Waiver. With respect to this Assignment only, the parties hereto -------------- waive the provisions of Section 5.3 of the Lease and Section XIII(a) of the Sublease to the extent they are inconsistent with the terms hereof. Such waiver is limited to the matters expressly provided in this paragraph and, except as expressly provided in this paragraph, shall not be deemed to waive any other provision of the Lease or the Sublease or to serve as a waiver of any other matter. The assignments agreed to herein are limited to the matters provided for in this Assignment and shall not extend to the equipment remaining leased to the Trustees under the Lease and subleased to Rohr under the Sublease. Except as otherwise provided for herein, the Lease and the Sublease, as in effect immediately prior to the Effective Date, remain unmodified and in full force and effect. 10. Conditions to Effectiveness. This Assignment shall become effective on --------------------------- the date (the "Effective Date") on which all of the following shall have occurred: (a) this Assignment shall have been executed and delivered by Rohr, each of the Trustees and Beneficiary; (b) Rohr, the Trustees, as trustees under another trust agreement, and ELLCO Leasing Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (c) Rohr, the Trustees, as trustees under another trust agreement, and JCB Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (d) Rohr, the Trustees, as trustees under another trust agreement, and General Electric Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (e) Rohr shall have paid Beneficiary the amount required by Section 4 hereof; and (f) the Trustees shall have executed and delivered to Rohr a letter to Wells Fargo Bank, N.A. substantially in the form attached to this Assignment as Exhibit C. Within fourteen days after the Effective Date, the Trustees: (i) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, 10 terminating the security interest granted to the Trustees under the Security Agreement; and (ii) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, releasing any security interests of the Trustees in the Assigned Equipment. 11. Jury Trial Waiver. EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY ----------------- WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT, ANY DEALINGS AMONG ANY OF THEM RELATING TO THE SUBJECT MATTER HEREOF, AND/OR THE RELATIONSHIP 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 ASSIGNMENT. IN THE EVENT OF LITIGATION, THIS ASSIGNMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 12. Direction to Trustees. Beneficiary hereby joins in this Assignment to --------------------- acknowledge its consent to the terms and provisions hereof and to direct the Trustees to enter into this Assignment and all other agreements, instruments and documents to be executed in connection herewith in their capacity as owner trustees. 13. Expenses. Rohr agrees to pay all reasonable costs and expenses of the -------- Trustees and Beneficiary in connection with the preparation, execution, delivery and enforcement of this Assignment and all other agreements, instruments and documents executed in connection herewith. 14. 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 Assignment, as any of the parties hereto and their successors and assigns reasonably may request. 15. Modifications. NO VARIATION OR MODIFICATION OF THIS ASSIGNMENT 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. 16. Multiple Counterparts. This Assignment may be executed in two or more --------------------- counterparts, each of which shall be deemed to be an 11 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 Assignment 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 By: /s/ L. A. Chapman Association, not in its ----------------------- individual capacity but solely Name: Laurence A. Chapman as Corporate Trustee Title: Senior Vice President and Chief Financial Officer By: /s/ Lynda A. Vogel ----------------------- Name: Lynda A. Vogel Title: Senior Vice President Sanwa General Equipment Leasing, a division of Sanwa Business Credit Corporation /s/ Lynda A. Vogel --------------------------- Lynda A. Vogel, not in her individual capacity, By: /s/ Constance W. Lancaster but solely in her capacity as -------------------------- Individual Trustee Name: Constance W. Lancaster Title: Vice President/Operations General Electric Capital Corporation By: /s/ Ronald F. Carapezzi ----------------------- Name: Ronald F. Carapezzi Title: Region Manager 12 ASSIGNMENT OF LEASEHOLD AND SUBLEASEHOLD INTERESTS; AMENDMENT OF LEASE SUPPLEMENT NO. 1, EQUIPMENT SCHEDULE AND WAIVER AND MODIFICATION AGREEMENT; AND RELEASE OF SECURITY INTEREST This Assignment of Leasehold and Subleasehold Interests; Amendment of Lease Supplement No. 1, Equipment Schedule and Waiver and Modification Agreement; and Release of Security Interest (this "Assignment"), dated as of October 31, 1994, is entered into by and between Rohr, Inc., a Delaware corporation ("Rohr"), State Street Bank and Trust Company of California, National Association, a national banking association, and Lynda Vogel, successor trustee to W. Jeffrey Kramer, not in an individual capacity but solely as owner trustees under a trust agreement for the benefit of ELLCO Leasing Corporation (State Street Trust and Bank Company of California, National Association, and Lynda Vogel are referred to collectively as the "Trustees"), and ELLCO Leasing Corporation ("Beneficiary"). RECITALS A. Rohr and the Trustees, as owner trustees under that certain Trust Agreement, dated as of September 14, 1992 for the benefit of Beneficiary, are parties to the following agreements: (1) Lease Agreement, dated as of September 14, 1992, including Lease Supplement No. 1 thereto (such supplement is referred to herein as the "Supplement"; collectively, such Lease Agreement and the Supplement are referred to herein as the "Lease"); (2) Sublease Agreement, dated as of September 14, 1992, as amended to date, including the Equipment Schedule thereto (such equipment schedule is referred to herein as the "Schedule"; collectively, such Sublease Agreement and the Schedule are referred to herein as the "Sublease"); (3) Waiver and Modification Agreement, dated as of July 9, 1993, pursuant to which Rohr agreed to pay certain amounts to Beneficiary in connection with certain assignments of its beneficial interest in a trust (the "Waiver Agreement"); and (4) Security Agreement, dated as of July 9, 1993, pursuant to which Rohr granted a security interest in certain collateral to the Trustees (the "Security Agreement"). B. Rohr and Beneficiary desire that the Trustees: 13 (1) assign their rights and obligations under the Lease and the Sublease solely with respect to certain equipment to Rohr; (2) agree to amend the Waiver Agreement by deleting Section 5 thereof; and (3) release the security interest granted to them pursuant to the Security Agreement. AGREEMENT NOW, THEREFORE, Rohr, the Trustees and Beneficiary agree as follows: 1. Assignment of Rights under the Lease. The Trustees and Beneficiary ------------------------------------ assign to Rohr all of the rights and obligations granted to them in, to and under the Lease solely with respect to the items of equipment identified on Exhibit A hereto (the "Assigned Equipment"), provided, however, such assignment -------- ------- shall not affect the rights and obligations of the Trustees, Beneficiary and Rohr with respect to the equipment that will remain leased to the Trustees under the Lease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date (as defined in Section 10 below) and (b) for periods on and after such date to the extent the Lease provides that such rights and obligations shall survive termination of the Lease. 2. Assignment of Rights under the Sublease. The Trustees and Beneficiary --------------------------------------- assign to Rohr all of the rights and obligations granted to them in, to and under the Sublease solely with respect to the Assigned Equipment, provided, -------- however, such assignment shall not affect the rights and obligations of the - ------- Trustees, Beneficiary and Rohr with respect to the equipment that will remain subleased to Rohr under the Sublease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date and (b) for periods on and after such date to the extent the Sublease provides that such rights and obligations shall survive termination of the Sublease. 3. AS-IS, WHERE-IS Basis. The assignments set forth in Sections 1 and 2 --------------------- hereof are made on an AS-IS, WHERE-IS basis with no recourse to or warranty by the Trustees or Beneficiary except that each of Beneficiary and the Trustees warrants that it has not sold, assigned or transferred to any party any portion of the rights granted to it in, to or under the Lease or the Sublease and has not granted any party any lien or other encumbrance in any such right. 14 4. Payment to Beneficiary. Rohr agrees to pay to Beneficiary, by wire ---------------------- transfer of immediately available funds, One Million Three Hundred Thirty One Thousand Two Hundred Thirty Four Dollars ($1,331,234.00) (representing the Capitalized Sublessor's Cost of the Assigned Equipment multiplied by a Termination Value of 98.500%), plus applicable sales tax, if any. 5. Amendment of Supplement. On and after the Effective Date, the Supplement ----------------------- is amended as follows: (a) Annex A to the Supplement is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 6. Amendment of Schedule. On and after the Effective Date, the Schedule is --------------------- amended as follows: (a) the Capitalized Sublessor's Cost identified in Section B.2 of the Schedule is amended from $4,725,997.00 to $3,374,490.00; such lesser amount (i) represents the Capitalized Sublessor's Cost of the equipment which will remain subleased to Rohr under the Sublease immediately after the Effective Date and (ii) shall be used for calculating Basic Term Rent under the Sublease for rentals due on and after the Effective Date; (b) Section C.1 of the Schedule is amended by deleting therefrom the words "having a Capitalized Sublessor's Cost of $4,417,197.00"; (c) Section C.2 of the Schedule is amended by deleting therefrom the words ", having a Capitalized Sublessor's Cost of $308,800.00"; and (d) Annex A to the Schedule is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 7. Amendment of Waiver Agreement. On and after the Effective Date, the ----------------------------- Waiver Agreement is amended by deleting Section 5 thereof in its entirety. 8. Termination of Security Agreement and Release of Security Interest. The ------------------------------------------------------------------ Security Agreement, and all of the rights and obligations of the parties under such agreement, are hereby terminated. The Trustees release the security interest granted to them by the Security Agreement. 9. Limited Waiver. With respect to this Assignment only, the parties hereto -------------- waive the provisions of Section 5.3 of the Lease and Section XIII(a) of the Sublease to the extent they are inconsistent with the terms hereof. Such waiver is limited to the 15 matters expressly provided in this paragraph and, except as expressly provided in this paragraph, shall not be deemed to waive any other provision of the Lease or the Sublease or to serve as a waiver of any other matter. The assignments agreed to herein are limited to the matters provided for in this Assignment and shall not extend to the equipment remaining leased to the Trustees under the Lease and subleased to Rohr under the Sublease. Except as otherwise provided for herein, the Lease and the Sublease, as in effect immediately prior to the Effective Date, remain unmodified and in full force and effect. 10. Conditions to Effectiveness. This Assignment shall become effective on --------------------------- the date (the "Effective Date") on which all of the following shall have occurred: (a) this Assignment shall have been executed and delivered by Rohr, each of the Trustees and Beneficiary; (b) Rohr, the Trustees, as trustees under another trust agreement, and General Electric Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (c) Rohr, the Trustees, as trustees under another trust agreement, and JCB Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (d) Rohr, the Trustees, as trustees under another trust agreement, and Sanwa General Equipment Leasing, a division of Sanwa Business Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (e) Rohr shall have paid Beneficiary the amount required by Section 4 hereof; and (f) the Trustees shall have executed and delivered to Rohr a letter to Wells Fargo Bank, N.A. substantially in the form attached to this Assignment as Exhibit C. Within fourteen days after the Effective Date, the Trustees: (i) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, terminating the security interest granted to the Trustees under the Security Agreement; and (ii) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, releasing any security interests of the Trustees in the Assigned Equipment. 16 11. Jury Trial Waiver. EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY ----------------- WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT, ANY DEALINGS AMONG ANY OF THEM RELATING TO THE SUBJECT MATTER HEREOF, AND/OR THE RELATIONSHIP 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 ASSIGNMENT. IN THE EVENT OF LITIGATION, THIS ASSIGNMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 12. Direction to Trustees. Beneficiary hereby joins in this Assignment to --------------------- acknowledge its consent to the terms and provisions hereof and to direct the Trustees to enter into this Assignment and all other agreements, instruments and documents to be executed in connection herewith in their capacity as owner trustees. 13. Expenses. Rohr agrees to pay all reasonable costs and expenses of the -------- Trustees and Beneficiary in connection with the preparation, execution, delivery and enforcement of this Assignment and all other agreements, instruments and documents executed in connection herewith. 14. 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 Assignment, as any of the parties hereto and their successors and assigns reasonably may request. 15. Modifications. NO VARIATION OR MODIFICATION OF THIS ASSIGNMENT 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. 16. Multiple Counterparts. This Assignment 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. 17 IN WITNESS WHEREOF, the parties hereto have caused this Assignment 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 By:/s/ L.A. Chapman individual capacity but solely ------------------------ as Corporate Trustee Name: Laurence A. Chapman Title: Senior Vice President and Chief Financial Officer By:/s/ Lynda A. Vogel ---------------------- Name: Lynda A. Vogel Title: Senior Vice President ELLCO Leasing Corporation /s/ Lynda A. Vogel ------------------ By:/s/ Ronald F. Carapezzi Lynda A. Vogel, ----------------------- not in her individual capacity, Name: Ronald F. Carapezzi but solely in her capacity as Title: Region Manager Individual Trustee 18 ASSIGNMENT OF LEASEHOLD AND SUBLEASEHOLD INTERESTS; AMENDMENT OF LEASE SUPPLEMENT NO. 1, EQUIPMENT SCHEDULE AND WAIVER AND MODIFICATION AGREEMENT; AND RELEASE OF SECURITY INTEREST This Assignment of Leasehold and Subleasehold Interests; Amendment of Lease Supplement No. 1, Equipment Schedule and Waiver and Modification Agreement; and Release of Security Interest (this "Assignment"), dated as of October 31, 1994, is entered into by and between Rohr, Inc., a Delaware corporation ("Rohr"), State Street Bank and Trust Company of California, National Association, a national banking association, and Lynda Vogel, successor trustee to W. Jeffrey Kramer, not in an individual capacity but solely as owner trustees under a trust agreement for the benefit of JCB Credit Corporation (State Street Trust and Bank Company of California, National Association, and Lynda Vogel are referred to collectively as the "Trustees"), and JCB Credit Corporation ("Beneficiary"). RECITALS A. Rohr and the Trustees, as owner trustees under that certain Trust Agreement, dated as of September 14, 1992 for the benefit of Beneficiary, are parties to the following agreements: (1) Lease Agreement, dated as of September 14, 1992, including Lease Supplement No. 1 thereto (such supplement is referred to herein as the "Supplement"; collectively, such Lease Agreement and the Supplement are referred to herein as the "Lease"); (2) Sublease Agreement, dated as of September 14, 1992, as amended to date, including the Equipment Schedule thereto (such equipment schedule is referred to herein as the "Schedule"; collectively, such Sublease Agreement and the Schedule are referred to herein as the "Sublease"); (3) Waiver and Modification Agreement, dated as of July 9, 1993, pursuant to which Rohr agreed to pay certain amounts to Beneficiary in connection with certain assignments of its beneficial interest in a trust (the "Waiver Agreement"); and (4) Security Agreement, dated as of July 9, 1993, pursuant to which Rohr granted a security interest in certain collateral to the Trustees (the "Security Agreement"). B. Rohr and Beneficiary desire that the Trustees: 19 (1) assign their rights and obligations under the Lease and the Sublease solely with respect to certain equipment to Rohr; (2) agree to amend the Waiver Agreement by deleting Section 5 thereof; and (3) release the security interest granted to them pursuant to the Security Agreement. AGREEMENT NOW, THEREFORE, Rohr, the Trustees and Beneficiary agree as follows: 1. Assignment of Rights under the Lease. The Trustees and Beneficiary ------------------------------------ assign to Rohr all of the rights and obligations granted to them in, to and under the Lease solely with respect to the items of equipment identified on Exhibit A hereto (the "Assigned Equipment"), provided, however, such assignment -------- ------- shall not affect the rights and obligations of the Trustees, Beneficiary and Rohr with respect to the equipment that will remain leased to the Trustees under the Lease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date (as defined in Section 10 below) and (b) for periods on and after such date to the extent the Lease provides that such rights and obligations shall survive termination of the Lease. 2. Assignment of Rights under the Sublease. The Trustees and Beneficiary --------------------------------------- assign to Rohr all of the rights and obligations granted to them in, to and under the Sublease solely with respect to the Assigned Equipment, provided, -------- however, such assignment shall not affect the rights and obligations of the - ------- Trustees, Beneficiary and Rohr with respect to the equipment that will remain subleased to Rohr under the Sublease and, with respect to the Assigned Equipment, such assignment shall not affect the rights and obligations of such parties (a) for periods up to the Effective Date and (b) for periods on and after such date to the extent the Sublease provides that such rights and obligations shall survive termination of the Sublease. 3. AS-IS, WHERE-IS Basis. The assignments set forth in Sections 1 and 2 --------------------- hereof are made on an AS-IS, WHERE-IS basis with no recourse to or warranty by the Trustees or Beneficiary except that each of Beneficiary and the Trustees warrants that it has not sold, assigned or transferred to any party any portion of the rights granted to it in, to or under the Lease or the Sublease and has not granted any party any lien or other encumbrance in any such right. 20 4. Payment to Beneficiary. Rohr agrees to pay to Beneficiary, by wire ---------------------- transfer of immediately available funds, Two Million One Hundred Eighty One Thousand Six Hundred Seventy Four Dollars ($2,181,674.00) (representing the Capitalized Sublessor's Cost of the Assigned Equipment multiplied by a Termination Value of 98.500%), plus applicable sales tax, if any. 5. Amendment of Supplement. On and after the Effective Date, the Supplement ----------------------- is amended as follows: (a) Annex A to the Supplement is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 6. Amendment of Schedule. On and after the Effective Date, the Schedule is --------------------- amended as follows: (a) the Capitalized Sublessor's Cost identified in Section B.2 of the Schedule is amended from $4,972,135.00 to $2,757,238.00; such lesser amount (i) represents the Capitalized Sublessor's Cost of the equipment which will remain subleased to Rohr under the Sublease immediately after the Effective Date and (ii) shall be used for calculating Basic Term Rent under the Sublease for rentals due on and after the Effective Date; (b) Section C.1 of the Schedule is amended by deleting therefrom the words "having a Capitalized Sublessor's Cost of $4,608,335.00"; (c) Section C.2 of the Schedule is amended by deleting therefrom the words ", having a Capitalized Sublessor's Cost of $363,800.00"; and (d) Annex A to the Schedule is amended in its entirety to read as set forth in the form of Annex A attached to this Assignment as Exhibit B. 7. Amendment of Waiver Agreement. On and after the Effective Date, the ----------------------------- Waiver Agreement is amended by deleting Section 5 thereof in its entirety. 8. Termination of Security Agreement and Release of Security Interest. The ------------------------------------------------------------------ Security Agreement, and all of the rights and obligations of the parties under such agreement, are hereby terminated. The Trustees release the security interest granted to them by the Security Agreement. 9. Limited Waiver. With respect to this Assignment only, the parties hereto -------------- waive the provisions of Section 5.3 of the Lease and Section XIII(a) of the Sublease to the extent they are inconsistent with the terms hereof. Such waiver is limited to the 21 matters expressly provided in this paragraph and, except as expressly provided in this paragraph, shall not be deemed to waive any other provision of the Lease or the Sublease or to serve as a waiver of any other matter. The assignments agreed to herein are limited to the matters provided for in this Assignment and shall not extend to the equipment remaining leased to the Trustees under the Lease and subleased to Rohr under the Sublease. Except as otherwise provided for herein, the Lease and the Sublease, as in effect immediately prior to the Effective Date, remain unmodified and in full force and effect. 10. Conditions to Effectiveness. This Assignment shall become effective on --------------------------- the date (the "Effective Date") on which all of the following shall have occurred: (a) this Assignment shall have been executed and delivered by Rohr, each of the Trustees and Beneficiary; (b) Rohr, the Trustees, as trustees under another trust agreement, and ELLCO Leasing Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (c) Rohr, the Trustees, as trustees under another trust agreement, and General Electric Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (d) Rohr, the Trustees, as trustees under another trust agreement, and Sanwa General Equipment Leasing, a division of Sanwa Business Credit Corporation shall have executed and delivered an assignment substantially identical to this Assignment; (e) Rohr shall have paid Beneficiary the amount required by Section 4 hereof; and (f) the Trustees shall have executed and delivered to Rohr a letter to Wells Fargo Bank, N.A. substantially in the form attached to this Assignment as Exhibit C. Within fourteen days after the Effective Date, the Trustees: (i) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, terminating the security interest granted to the Trustees under the Security Agreement; and (ii) shall execute and deliver to Rohr UCC-2 financing statements, in form and substance satisfactory to Rohr, releasing any security interests of the Trustees in the Assigned Equipment. 22 11. Jury Trial Waiver. EACH OF THE PARTIES HERETO HEREBY UNCONDITIONALLY ----------------- WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS ASSIGNMENT, ANY DEALINGS AMONG ANY OF THEM RELATING TO THE SUBJECT MATTER HEREOF, AND/OR THE RELATIONSHIP 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 ASSIGNMENT. IN THE EVENT OF LITIGATION, THIS ASSIGNMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 12. Direction to Trustees. Beneficiary hereby joins in this Assignment to --------------------- acknowledge its consent to the terms and provisions hereof and to direct the Trustees to enter into this Assignment and all other agreements, instruments and documents to be executed in connection herewith in their capacity as owner trustees. 13. Expenses. Rohr agrees to pay all reasonable costs and expenses of the -------- Trustees and Beneficiary in connection with the preparation, execution, delivery and enforcement of this Assignment and all other agreements, instruments and documents executed in connection herewith. 14. 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 Assignment, as any of the parties hereto and their successors and assigns reasonably may request. 15. Modifications. NO VARIATION OR MODIFICATION OF THIS ASSIGNMENT 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. 16. Multiple Counterparts. This Assignment 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. 23 IN WITNESS WHEREOF, the parties hereto have caused this Assignment 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 By:/s/ L.A. Chapman capacity but solely as Corporate Trustee ----------------------- Name: Laurence A. Chapman Title: Senior Vice President and Chief Financial Officer By:/s/ Lynda A. Vogel ------------------------ Name: Lynda A. Vogel Title: Senior Vice President JCB Credit Corporation /s/ Lynda A. Vogel By:/s/ T. F. Fanelli --------------------------- --------------------- Lynda A. Vogel, Name: T. F. Fanelli not in her individual capacity, Title: Mgr Operations but solely in her capacity as Individual Trustee 24 EX-11.1 3 CALC. PRIMARY NET INCOME ROHR, INC. AND SUBSIDIARIES --------------------------- CALCULATION OF PRIMARY NET INCOME PER SHARE ------------------------------------------- OF COMMON STOCK --------------- (in thousands except for share data) ------------------------------------
FIRST QUARTER ENDED ------------------- OCT. 30, OCT. 31, 1994 1993 --------- -------- Net income from continuing operations $ 1,370 $ 5,761 Income from discontinued operations, net of taxes 497 302 ------- ------- Net income applicable to primary earnings per common share $ 1,867 $ 6,063 ======= ======= Common stock and common stock equivalents: Average shares of common stock outstanding during the period 18,051 18,004 Net effect of common stock equivalents (principally stock options and rights) 87 - ------- ------- Total common stock and common stock equivalents 18,138 18,004 ======= ======= Net income per average share of common stock: Net income from continuing operations $ 0.08 $ 0.32 Income from discontinued operations, net of taxes 0.02 0.02 ------- ------- Primary net income per share $ 0.10 $ 0.34 ======= =======
EXHIBIT 11.1 EX-11.2 4 CALC. DILUTED NET INCOME ROHR, INC. AND SUBSIDIARIES --------------------------- CALCULATION OF FULLY DILUTED NET INCOME PER SHARE ------------------------------------------------- OF COMMON STOCK - UNAUDITED --------------------------- (in thousands except for share data) ------------------------------------
FIRST QUARTER ENDED ------------------- OCT. 30, OCT. 31, 1994 1993 --------- -------- Net income from continuing operations applicable to primary earnings per common share $ 1,370 $ 5,761 Add back interest and issue expense on convertible debentures and notes, net of tax adjustment 1,911 1,225 ------- ------- Adjusted income from continuing operations applicable to common stock on a fully diluted basis 3,281 6,986 Income from discontinued operations, net of taxes 497 302 ------- ------- Net income applicable to fully diluted earnings per share $ 3,778 $ 7,288 ======= ======= Average number of shares outstanding on a fully diluted basis: Shares used in calculating primary earnings per share 18,138 18,004 Shares issuable on conversion of debentures and notes 8,230 2,674 ------- ------- Average number of shares outstanding on a fully diluted basis 26,368 20,678 ======= ======= Fully diluted net income per share from continuing operations $ 0.12 $ 0.34 Income from discontinued operations, net of taxes 0.02 0.01 ------- ------- Fully diluted net income per average common share $ 0.14 $ 0.35 ======= =======
Note: Fully diluted net income per average share is not presented in the Company's Consolidated Statements of Operations as the effect of the assumed conversion of the Company's convertible debentures and notes was anti- dilutive. EXHIBIT 11.2 EX-27 5 FDS
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JUL-31-1995 OCT-30-1994 72265 17568 90679 0 393255 624466 498864 (281587) 1029076 184753 574882 18054 0 0 130863 1029076 0 192156 0 170243 6560 0 13062 2291 921 1370 497 0 0 1867 0.10 0.10
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