EXECUTION
COPY
ACKNOWLEDGMENT OF EXTENSION OF EXPIRATION DATE
THIS ACKNOWLEDGMENT OF EXTENSION OF EXPIRATION DATE, dated as of May 1,
2003 (this "Acknowledgment"), is made in connection with the Short Term Credit
Agreement (as defined below) among Xxxxxxx-Xxxxxx Corporation, a Delaware
corporation ("Xxxxxxx-Xxxxxx"), Xxxxxxx-Xxxxxx Controls, Inc. (formerly known as
Xxxxxxx-Xxxxxx Flight Systems, Inc.), a Delaware corporation ("CW Controls")
Metal Improvement Company, Inc., a Delaware corporation ("Metal Improvement")
Xxxxxxx-Xxxxxx Flow Control Corporation, a New York corporation ("CW Flow
Control") and Xxxxxxx-Xxxxxx Flow Control Service Corporation, a Delaware
corporation ("CW Service", and collectively with Xxxxxxx-Xxxxxx, XX Controls,
Metal Improvement and CW Flow Control, the "Borrowers", and each individually a
"Borrower"), each of the Lenders (such capitalized term and other capitalized
terms used in this Acknowledgment to have the meanings set forth in the Credit
Agreement defined below) and The Bank of Nova Scotia, as Agent for the Lenders.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, Fleet National Bank, as Syndication
Agent for the Lenders, Suntrust Bank, as Documentation Agent for the Lenders,
the Issuing Banks and the Agent are parties to a Short Term Credit Agreement,
dated as of May 13, 2002, as amended by Amendment No. 1 thereto dated as of
January 10, 2003 and as further amended, supplemented, amended and restated or
otherwise modified prior to the date hereof (the "Credit Agreement")
WHEREAS, the Borrowers have requested that the Lenders extend the
Expiration Date to the date that is 364 days following the Expiration Date
currently in effect; and
WHEREAS, the Lenders signatory hereto are willing to extend the Expiration
Date as requested by the Borrower;
NOW, THEREFORE, for valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows.
PART I
EXTENSION OF EXPIRATION DATE
SUBPART 1.1. Extension of Expiration Date. Each of the Lenders hereby
agrees to extend the Expiration Date to May 7, 2004, which date is 364 days
after the Expiration Date in effect as of the date hereof. The parties hereto
agree that following the effectiveness of this Acknowledgment and upon the
Expiration Date in effect as of the date hereof, the Expiration
Date shall be deemed to have been extended to May 7, 2004 pursuant to the terms
of Section 2.14 of the Credit Agreement.
PART II
MISCELLANEOUS
SUBPART 2.1. Effectiveness. This Acknowledgment shall become effective as
of the date hereof upon receipt by the Agent of counterparts of this
Acknowledgment, duly executed and delivered on behalf of the Borrowers, the
Subsidiary Guarantors and the Lenders.
SUBPART 2.2. Loan Documents. All of the representations, warranties, terms,
covenants, conditions and other provisions of the Loan Documents shall remain
unchanged and shall continue to be, and shall remain, in full force and effect
in accordance with their respective terms, and the same are hereby ratified and
confirmed in all respects.
SUBPART 2.3. Course of Dealing. etc. Each Borrower hereby acknowledges and
agrees that the terms of this Acknowledgment shall not be construed in any
manner to establish any course of dealing on any Lender's part, including the
providing of any notice or the requesting of any acknowledgment not otherwise
expressly provided for in any Loan Document with respect to any future
acknowledgment, amendment, waiver, supplement or other modification to any Loan
Document or any arrangement contemplated by any Loan Document.
SUBPART 2.4. Loan Document Pursuant to Credit Agreement. This
Acknowledgment is a Loan Document executed pursuant to the Credit Agreement and
shall be construed, administered and applied in accordance with all of the terms
and provisions of the Credit Agreement.
SUBPART 2.5. Successors and Assigns. This Acknowledgment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 2.6. Counterparts. This Acknowledgment may be executed by the
parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 2.7. Governing Law. THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.
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IN WITNESS WHEREOF, the signatories hereto have caused this
Acknowledgment to be executed by their respective officers hereunto duly
authorized as of the day and year first above written.
XXXXXXX-XXXXXX CORPORATION,
as Borrower and as Guarantor
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx
Treasurer
XXXXXXX-XXXXXX CONTROLS, INC. (f/k/a
Xxxxxxx-Xxxxxx Flight Systems, Inc.), as
Borrower and as Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx
Asst. Treasurer
XXXXXXX-XXXXXX FLOW CONTROL CORPORATION,
as Borrower and as Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx
Asst. Treasurer
METAL IMPROVEMENT COMPANY, INC.,
as Borrower and as Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Xxxx X. Xxxxxxxx
Asst. Treasurer
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XXXXXXX-XXXXXX FLOW CONTROL SERVICE
CORPORATION, as Borrower and as
Subsidiary Guarantor
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Asst. Treasurer
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XXX XXXX XX XXXX XXXXXX, as Agent and
Lender
By:
Name:
Title:
FLEET NATIONAL BANK, as Syndication Agent
and Lender
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
SUNTRUST BANK, as Documentation Agent and
Lender
By: /s/ Xxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxxx
Title: AVP
PNC BANK, NATIONAL ASSOCIATION, as
Lender
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF NEW YORK, as Lender
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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MELLON BANK, N.A., as Lender
JPMORGAN CHASE BANK, as Lender
By: /s/ J. Xxxx Xxxx
-------------------------------------
Name: J. Xxxx Xxxx
Title: Vice President
JPMORGAN CHASE BANK, as Lender
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
CITIBANK, N.A., as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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