364-day Credit Agreement Dated As of 9-16-2002

EXECUTION COPY


364-DAY CREDIT AGREEMENT


Dated as of September 16, 2002


Among


GOODRICH CORPORATION
as Company


and


THE INITIAL LENDERS NAMED HEREIN


as Lenders


and


CITIBANK, N.A.


as Agent


and


SALOMON SMITH BARNEY INC.


as Lead Arranger and Book Manager


TABLE OF CONTENTS ARTICLE I


SECTION 1.01. Certain Defined Terms 1


SECTION 1.02. Computation of Time Periods 15


SECTION 1.03. Accounting Terms 15


ARTICLE II


SECTION 2.01. The Revolving Credit Advances 15


SECTION 2.02. Making the Revolving Credit Advances 15


SECTION 2.03. The Competitive Bid Advances 16


SECTION 2.04. Fees 20


SECTION 2.05. Termination or Reduction of the Commitments 20


SECTION 2.06. Repayment of Revolving Credit Advances 20


SECTION 2.07. Interest on Revolving Credit Advances 20


SECTION 2.08. Interest Rate Determination 21


SECTION 2.09. Optional Conversion of Revolving Credit Advances 22


SECTION 2.10. Prepayments of Revolving Credit Advances 23


SECTION 2.11. Increased Costs; Reserve Percentages 23


SECTION 2.12. Illegality 24


SECTION 2.13. Payments and Computations 25


SECTION 2.14. Taxes 26


SECTION 2.15. Sharing of Payments, Etc. 28


SECTION 2.16. Evidence of Debt 28


SECTION 2.17. Use of Proceeds 28


SECTION 2.18. Extension of Termination Date 28


SECTION 2.19. Increase in the Aggregate Commitments 30


ii


ARTICLE III


SECTION 3.01. Conditions Precedent to Effectiveness of
Sections 2.01 and 2.03 31


SECTION 3.02. Conditions Precedent to Initial Borrowing of
Each Designated Subsidiary 32


SECTION 3.03. Conditions Precedent to Each Revolving Credit
Borrowing, Extension Date and Commitment Increase 33


SECTION 3.04. Conditions Precedent to Each Competitive
Bid Borrowing 33


SECTION 3.05. Determinations Under Section 3.01 34


ARTICLE IV


SECTION 4.01. Representations and Warranties of the Company 34


ARTICLE V


SECTION 5.01. Covenants 36


ARTICLE VI


SECTION 6.01. Events of Default 41


ARTICLE VII 43


SECTION 7.01. Guaranty; Limitation of Liability 43


SECTION 7.02. Guaranty Absolute 43


SECTION 7.03. Waivers and Acknowledgments 44


SECTION 7.04. Subrogation 45


SECTION 7.05. Continuing Guaranty; Assignments 45


ARTICLE VIII


SECTION 8.01. Authorization and Action 45


SECTION 8.02. Agent's Reliance, Etc. 46


SECTION 8.03. Citibank and Affiliates 46


SECTION 8.04. Lender Credit Decision 46


SECTION 8.05. Indemnification 46


SECTION 8.06. Successor Agent 47


iii


SECTION 8.07. Sub-Agent 47


SECTION 8.08. Other Agents. 47


ARTICLE IX


SECTION 9.01. Amendments, Etc. 47


SECTION 9.02. Notices, Etc. 47


SECTION 9.03. No Waiver; Remedies 48


SECTION 9.04. Costs and Expenses 48


SECTION 9.05. Binding Effect 49


SECTION 9.06. Assignments, Designations and Participations 49


SECTION 9.07. Confidentiality 52


SECTION 9.08. Governing Law 52


SECTION 9.09. Execution in Counterparts 52


SECTION 9.10. Judgment 52


SECTION 9.11. Jurisdiction, Etc. 53


SECTION 9.12. Designated Subsidiaries 53


SECTION 9.13. Waiver of Jury Trial 55


iv


Schedules - ---------


Schedule I - List of Applicable Lending Offices


Exhibits - --------


Exhibit A-1 - Form of Revolving Credit Note


Exhibit A-2 - Form of Competitive Bid Note


Exhibit B-1 - Form of Notice of Revolving Credit Borrowing


Exhibit B-2 - Form of Notice of Competitive Bid Borrowing


Exhibit C - Form of Assignment and Acceptance


Exhibit D - Form of Designation Agreement


Exhibit E - Form of Designation Letter


Exhibit F-1 - Form of Opinion of General Counsel for the Company


Exhibit F-2 - Form of Opinion of Jones, Day, Reavis & Pogue


v


364-DAY CREDIT AGREEMENT


Dated as of September 16, 2002


GOODRICH CORPORATION, a New York corporation (the "Company"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and CITIBANK, N.A. ("Citibank"), as agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:


ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS


SECTION 1.01. Certain Defined Terms. As used in this 364-Day Credit Agreement (as the same may from time to time be amended, restated or otherwise modified, the "Agreement"), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


"Advance" means a Revolving Credit Advance or a Competitive
Bid Advance.


"Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common
control with such Person or is a director or officer of such Person.
For purposes of this definition, the term "control" (including the
terms "controlling", "controlled by" and "under common control with")
of a Person means the possession, direct or indirect, of the power to
vote 10% or more of the Voting Stock of such Person or to direct or
cause the direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or
otherwise.


"Agent's Account" means (a) in the case of Advances
denominated in Dollars, the account of the Agent maintained by the
Agent at Citibank at its office at 388 Greenwich Street, New York, New
York 10013, Account No. 36852248, Attention: Bank Loan Syndications,
(b) in the case of Advances denominated in any Foreign Currency, the
account of the Sub-Agent designated in writing from time to time by the
Agent to the Company and the Lenders for such purpose and (c) in any
such case, such other account of the Agent as is designated in writing
from time to time by the Agent to the Company and the Lenders for such
purpose.


"Agreement" has the meaning specified in the first sentence of
this Section 1.01.


"Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base
Rate Advance and such Lender's Eurocurrency Lending Office in the case
of a Eurocurrency Rate Advance and, in the case of a Competitive Bid
Advance, the office of such Lender notified by such Lender to the Agent
as its Applicable Lending Office with respect to such Competitive Bid
Advance.


"Applicable Margin" means (a) for Eurocurrency Rate Advances,
as of any date, a percentage per annum determined by reference to the
Public Debt Rating and Leverage Ratio in effect on such date as set
forth below:


1


- ------------------------------------------------------------------------------------------------------------------------
Public Debt Rating Applicable Margin for Applicable Margin for Applicable Margin for
S&P/Moody's Eurocurrency Rate Advances Eurocurrency Rate Advances Eurocurrency Rate Advances
When Leverage Ratio is Less When Leverage Ratio is When Leverage Ratio is
than 3.50 to 1 Equal to or Greater than Equal to or Greater than
3.50 to 1 and less than 3.75 to 1
3.75 to 1 - ------------------------------------------------------------------------------------------------------------------------ Level 1 A or A2 or above 0.325% 0.575% 0.700% - ------------------------------------------------------------------------------------------------------------------------ Level 2 A- or A3 0.410% 0.660% 0.785% - ------------------------------------------------------------------------------------------------------------------------ Level 3 BBB+ or Baa1 0.525% 0.775% 0.900% - ------------------------------------------------------------------------------------------------------------------------ Level 4 BBB or Baa2 0.600% 0.850% 0.975% - ------------------------------------------------------------------------------------------------------------------------ Level 5 BBB- and Baa3 0.950% 1.200% 1.325% - ------------------------------------------------------------------------------------------------------------------------ Level 6 BBB- or Baa3 1.150% 1.400% 1.525% - ------------------------------------------------------------------------------------------------------------------------ Level 7 Lower than Level 6 1.500% 1.750% 1.875% - ------------------------------------------------------------------------------------------------------------------------


and (b) for Base Rate Advances, as of any date, a percentage per annum
determined by reference to the Public Debt Rating and Leverage Ratio in
effect on such date as set forth below: - ------------------------------------------------------------------------------------------------------------------------
Public Debt Rating Applicable Margin for Applicable Margin for Applicable Margin for
S&P/Moody's Base Rate Advances When Base Rate Advances When Base Rate Advances When
Leverage Ratio is Less than Leverage Ratio is Leverage Ratio is Equal to
3.50 to 1 Equal to or Greater than or Greater than 3.75 to 1
3.50 to 1
and less than 3.75 to 1 - ------------------------------------------------------------------------------------------------------------------------ Level 1 A or A2 or above 0.000% 0.000% 0.000% - ------------------------------------------------------------------------------------------------------------------------ Level 2 A- or A3 0.000% 0.000% 0.000% - ------------------------------------------------------------------------------------------------------------------------ Level 3 BBB+ or Baa1 0.000% 0.000% 0.000% - ------------------------------------------------------------------------------------------------------------------------ Level 4 BBB or Baa2 0.000% 0.000% 0.000% - ------------------------------------------------------------------------------------------------------------------------ Level 5 BBB- and Baa3 0.000% 0.000% 0.000% - ------------------------------------------------------------------------------------------------------------------------ Level 6 BBB- or Baa3 0.000% 0.000% 0.025% - ------------------------------------------------------------------------------------------------------------------------ Level 7 Lower than Level 6 0.000% 0.250% 0.375% - ------------------------------------------------------------------------------------------------------------------------


The Applicable Margin for each Advance shall be determined by reference
to Public Debt Rating and the Leverage Ratio in effect from time to
time, and shall be adjusted on the basis of the Leverage Ratio upward
or downward on the third Business Day following delivery of the
certificate referred to in Section 5.01(k)(iv) provided the Leverage
Ratio shall be deemed to be greater than 3.75 to 1 for so long as the
Company has not delivered such certificate as required under Section
5.01(k)(iv).


2


"Applicable Percentage" means, as of any date, a percentage
per annum determined by reference to the Public Debt Rating in effect
on such date as set forth below:


-----------------------------------------------------
Public Debt Rating Applicable
S&P/Moody's Percentage
-----------------------------------------------------
Level 1
A or A2 or above 0.075%
-----------------------------------------------------
Level 2
A- or A3 0.090%
-----------------------------------------------------
Level 3
BBB+ or Baa1 0.100%
-----------------------------------------------------
Level 4
BBB or Baa2 0.150%
-----------------------------------------------------
Level 5
BBB- and Baa3 0.175%
-----------------------------------------------------
Level 6
BBB- or Baa3 0.225%
-----------------------------------------------------
Level 7
Lower than Level 6 0.250%
-----------------------------------------------------


"Applicable Utilization Fee" means, as of any date that the
aggregate Advances exceed 33% of the aggregate Commitments, a
percentage per annum determined by reference to the Public Debt Rating
in effect on such date as set forth below:


-----------------------------------------------------
Public Debt Rating Applicable
S&P/Moody's Utilization Fee
-----------------------------------------------------
Level 1
A or A2 or above 0.050%
-----------------------------------------------------
Level 2
A- or A3 0.100%
-----------------------------------------------------
Level 3
BBB+ or Baa1 0.125%
-----------------------------------------------------
Level 4
BBB or Baa2 0.125%
-----------------------------------------------------
Level 5
BBB- and Baa3 0.250%
-----------------------------------------------------
Level 6
BBB- or Baa3 0.250%
-----------------------------------------------------
Level 7
Lower than Level 6 0.250%
-----------------------------------------------------


"Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Agent and, if required, the Company, in substantially the form of
Exhibit C hereto.


"Assuming Lender" has the meaning specified in Section
2.18(c).


"Assumption Agreement" has the meaning specified in Section
2.18(c).


"Bankruptcy Law" means any proceeding of the type referred to
in Section 6.01(e) or Title 11, U.S. Code, or any similar foreign,
federal or state law for the relief of debtors.


3


"Base Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be
equal to the highest of:


(a) the rate of interest announced publicly by
Citibank in New York, New York, from time to time, as
Citibank's base rate;


(b) the sum (adjusted to the nearest 1/4 of 1% or, if
there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%)
of (i) 1/2 of 1% per annum, plus (ii) the rate obtained by
dividing (A) the latest three-week moving average of secondary
market morning offering rates in the United States for
three-month certificates of deposit of major United States
money market banks, such three-week moving average (adjusted
to the basis of a year of 360 days) being determined weekly on
each Monday (or, if such day is not a Business Day, on the
next succeeding Business Day) for the three-week period ending
on the previous Friday by Citibank on the basis of such rates
reported by certificate of deposit dealers to and published by
the Federal Reserve Bank of New York or, if such publication
shall be suspended or terminated, on the basis of quotations
for such rates received by Citibank from three New York
certificate of deposit dealers of recognized standing selected
by Citibank, by (B) a percentage equal to 100% minus the
average of the daily percentages specified during such
three-week period by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum
reserve requirement (including, but not limited to, any
emergency, supplemental or other marginal reserve requirement)
for Citibank with respect to liabilities consisting of or
including (among other liabilities) three-month Dollar
non-personal time deposits in the United States, plus (iii)
the average during such three-week period of the annual
assessment rates estimated by Citibank for determining the
then current annual assessment payable by Citibank to the
Federal Deposit Insurance Corporation (or any successor) for
insuring Dollar deposits of Citibank in the United States; and


(c) 1/2 of one percent per annum above the Federal
Funds Rate.


"Base Rate Advance" means a Revolving Credit Advance
denominated in Dollars that bears interest as provided in Section
2.07(a)(i).


"Borrowers" means, collectively, the Company and each
Designated Subsidiary that shall become a party to this Agreement
pursuant to Section 9.12.


"Borrowing" means a Revolving Credit Borrowing or a
Competitive Bid Borrowing.


"Business Day" means a day of the year on which banks are not
required or authorized by law to close in New York City and, if the
applicable Business Day relates to any Eurocurrency Rate Advances or
LIBO Rate Advances, on which dealings are carried on in the London
interbank market and banks are open for business in London and in the
country of issue of the currency of such Eurocurrency Rate Advance or
LIBO Rate Advance (or, in the case of an Advance denominated in Euro,
on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open) and, if the applicable
Business Day relates to any Local Rate Advances on which banks are open
for business in the country of issue of the currency of such Local Rate
Advance.


"Capitalized Lease" means any lease the obligation for Rentals
with respect to which is required to be capitalized on a consolidated
balance sheet of the lessee and its subsidiaries in accordance with
GAAP.


"Capitalized Rentals" of any Person means as of the date of
any determination thereof the amount at which the aggregate Rentals due
and to become due under all Capitalized Leases under which such Person
is a lessee would be reflected as a liability on a consolidated balance
sheet of such Person.


"Change of Control" shall occur if (i) any Person or two or
more Persons (other than a Permitted Holder) acting in concert shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 of


4


the Securities and Exchange Commission under the Securities Exchange
Act of 1934), directly or indirectly, of Voting Stock of the Company
(or other securities convertible into such Voting Stock) representing
35% or more of the combined voting power of all Voting Stock of the
Company; or (ii) during any period of up to 24 consecutive months,
commencing before or after the Effective Date, individuals who at the
beginning of such 24-month period were directors of the Company shall
cease for any reason (other than due to death or disability) to
constitute a majority of the board of directors of the Company (except
to the extent that individuals who at the beginning of such 24-month
period were replaced by individuals (x) elected by 66-2/3% of the
remaining members of the board of directors of the Company or (y)
nominated for election by a majority of the remaining members of the
board of directors of the Company and thereafter elected as directors
by the shareholders of the Company); provided, however, that in no
event shall a transaction that is permitted pursuant to Section
5.01(h)(i) constitute a Change of Control under this Agreement.


"Commitment" means as to any Lender (a) the Dollar amount set
forth opposite such Lender's name on the signature p ...