SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
CREDIT AGREEMENT AND AMENDMENT TO
SUBSIDIARY GUARANTY AND SURETYSHIP AGREEMENT
THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND
AMENDMENT TO SUBSIDIARY GUARANTY AND SURETYSHIP AGREEMENT (this "Amendment"),
dated as of December 12, 2014, by and among CURTISS-WRIGHT CORPORATION, a
Delaware corporation (the "Company"), each of the other Loan Parties under the
Credit Agreement (as hereinafter defined), the LENDERS (as defined under the
Credit Agreement) parties hereto, the GUARANTORS (as defined in the Guaranty, as
that term is hereinafter defined) and BANK OF AMERICA, N.A., in its capacity as
administrative agent for the Lenders (the "Administrative Agent").
WITNESSETH:
WHEREAS, the parties hereto are parties to that certain Third Amended and
Restated Credit Agreement dated as of August 9, 2012, as amended by a First
Amendment to Third Amended and Restated Credit Agreement (such agreement as so
amended the "Original Agreement", and as further amended hereby the "Credit
Agreement"); and
WHEREAS, the Guarantors executed and delivered the Subsidiary Guaranty and
Suretyship Agreement dated as of August 9, 2012 (as amended from time to time,
including by this Amendment, the "Guaranty"); and
WHEREAS, on or about __________, 2014, the Company sold all of the outstanding
Equity Interests in Benshaw, Inc., a Guarantor; and
WHEREAS, the Loan Parties have requested that the Administrative Agent and the
Lenders release Benshaw, Inc. from its obligations under the Guaranty; and
PHL4209432
WHEREAS, the parties hereto desire to further amend the Original Credit
Agreement and the Guaranty as provided herein.
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants
and agreements hereinafter set forth and intending to be legally bound hereby,
covenant and agree as follows:
1.DEFINED TERMS. Capitalized terms used herein unless otherwise defined herein
have the meanings ascribed to them in the Credit Agreement. Hereafter,
references in the Loan Documents to the Credit Agreement shall be deemed to
refer to the Credit Agreement as modified hereby and as further amended,
restated or otherwise modified in accordance with its terms.
2.
AMENDMENTS TO CREDIT AGREEMENT.
(a)
Section 1.01 of the Credit Agreement is amended as follows:
(i)
The definition of "FATCA" is amended by adding the following immediately
before the final ".":
"and any agreement entered into pursuant to Section 1471(b)(1) of the Code."
(ii)
the definition of "Fronting Exposure" is amended by adding "(a)" between
the "," and "with" in the first line, and adding the following immediately
before the final".":
"and (b) with respect to the Swing Line Lender, such Defaulting Lender's
Applicable Percentage of outstanding Swing Line Loans made by the Swing Line
Lender other than Swing Line Loans as to which such Defaulting Lender's
participation obligation has been reallocated to other Lenders."
(iii)
the definition of "Maturity Date" is deleted and replaced in its
entirety as follows:
""Maturity Date" means November 21, 2019; provided however, if such date is not
a Business Day, the Maturity Date shall be the next preceding Business Day."
(iv)
The following definitions shall be