Item 8.01 Other Events

(a)On October 27, 2022, Curtiss-Wright Corporation (the "Company"), Curtiss-Wright Controls, Inc., Metal Improvement Company, LLC, Curtiss-Wright Flow Control Corporation, Curtiss-Wright Flow Control Service, LLC, and Curtiss-Wright Surface Technologies, LLC (together, the "Issuers"), and certain institutional investors (the "Noteholders"), entered into a First Amendment and Waiver to Note Purchase Agreement (the "First Amendment"), which amended that certain Note Purchase Agreement, dated December 8, 2011, among the Issuers and the Noteholders (as amended, the "2011 Note Purchase Agreement"), pursuant to which the Issuers issued $300,000,000 of senior notes, consisting of $100 million 3.84% senior notes due December 1, 2021 and $200 million 4.24% senior notes due December 1, 2026.

The First Amendment amended the 2011 Note Purchase Agreement to, among other things, release former subsidiaries of the Issuers from their obligations under their subsidiary guarantees.

A copy of the First Amendment to the 2011 Note Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the First Amendment to the 2011 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.

On December 16, 2022, Curtiss-Wright Corporation (the "Company"), Curtiss-Wright Controls, Inc., Metal Improvement Company, LLC, Curtiss-Wright Flow Control Corporation, Curtiss-Wright Flow Control Service, LLC, and Curtiss-Wright Surface Technologies, LLC (together, the "Issuers"), and certain institutional investors (the "Noteholders"), entered into a Second Amendment to Note Purchase Agreement (the "Second Amendment"), which amended that certain Note Purchase Agreement, dated December 8, 2011, as amended October 27, 2022, among the Issuers and the Noteholders (as amended, the "2011 Note Purchase Agreement"), pursuant to which the Issuers issued $300,000,000 of senior notes, consisting of $100 million 3.84% senior notes due December 1, 2021 and $200 million 4.24% senior notes due December 1, 2026.

The Second Amendment amended the 2011 Note Purchase Agreement to, among other things, on no more than three separate occasions while the Notes are outstanding, increase the maximum ratio of Consolidated Debt to Consolidated Total Capitalization to 0.65 to 1.00 for the four consecutive fiscal quarter end dates following the closing of an acquisition of a person, business or undertaking for which the consideration given, including all cash, equity, assumption of liabilities or other forms of consideration, is at least $100,000,000.

The Second Amendment also removed the requirement to maintain Minimum Consolidated Net Worth and added the following financial covenant to the 2011 Note Purchase Agreement:

Consolidated Interest Coverage Ratio. The Company will not permit, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of the immediately preceding four full fiscal quarters of the Company ending on such date to (b) Consolidated Interest Charges for such period ending on such date, to be less than 3.00 to 1.00.

A copy of the Second Amendment to the 2011 Note Purchase Agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein. The foregoing description of the Second Amendment to the 2011 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment.

(b)On October 27, 2022, Curtiss-Wright Corporation (the "Company"), Curtiss-Wright Controls, Inc., Metal Improvement Company, LLC, Curtiss-Wright Flow Control Corporation, Curtiss-Wright Flow Control Service, LLC, and Curtiss-Wright Surface Technologies, LLC (together, the "Issuers"), and certain institutional investors (the "Noteholders"), entered into a First Amendment and Waiver to Note Purchase Agreement (the "First Amendment"), which amended that certain Note Purchase Agreement, dated February 26, 2013, among the Issuers and the Noteholders (as amended, the "2013 Note Purchase Agreement"), pursuant to which the Issuers issued $500,000,000 of senior notes, consisting of $225 million 3.70% senior notes due February 26, 2023, $100 million 3.85% senior notes due February 26, 2025, $75 million 4.05% senior notes due February 26, 2028, and $100 million 4.11% senior notes due September 26, 2028.

The First Amendment amended the 2013 Note Purchase Agreement to, among other things, release former subsidiaries of the Issuers from their obligations under their subsidiary guarantees.

A copy of the First Amendment to the 2013 Note Purchase Agreement is attached hereto as Exhibit 10.3 and is incorporated by reference herein. The foregoing description of the First Amendment to the 2013 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.

On December 16, 2022, Curtiss-Wright Corporation (the "Company"), Curtiss-Wright Controls, Inc., Metal Improvement Company, LLC, Curtiss-Wright Flow Control Corporation, Curtiss-Wright Flow Control Service, LLC, and Curtiss-Wright Surface Technologies, LLC (together, the "Issuers"), and certain institutional investors (the "Noteholders"), entered into a Second Amendment to Note Purchase Agreement (the "Second Amendment"), which amended that certain Note Purchase Agreement, dated February 26, 2013, as amended October 27, 2022, among the Issuers and the Noteholders (as amended, the "2013 Note Purchase Agreement"), pursuant to which the Issuers issued $500,000,000 of senior notes, consisting of $225 million 3.70% senior notes due February 26, 2023, $100 million 3.85% senior notes due February 26, 2025, $75 million 4.05% senior notes due February 26, 2028, and $100 million 4.11% senior notes due September 26, 2028.

The Second Amendment amended the 2013 Note Purchase Agreement to, among other things, on no more than three separate occasions while the Notes are outstanding, increase the maximum ratio of Consolidated Debt to Consolidated Total Capitalization to 0.65 to 1.00 for the four consecutive fiscal quarter end dates following the closing of an acquisition of a


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person, business or undertaking for which the consideration given, including all cash, equity, assumption of liabilities or other forms of consideration, is at least $100,000,000.

The Second Amendment also removed the requirement to maintain Minimum Consolidated Net Worth and added the following financial covenant to the 2013 Note Purchase Agreement:

Consolidated Interest Coverage Ratio. The Company will not permit, as of the end of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of the immediately preceding four full fiscal quarters of the Company ending on such date to (b) Consolidated Interest Charges for such period ending on such date, to be less than 3.00 to 1.00.

A copy of the Second Amendment to the 2013 Note Purchase Agreement is attached hereto as Exhibit 10.4 and is incorporated by reference herein. The foregoing description of the Second Amendment to the 2013 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment.

(c)On December 16, 2022, Curtiss-Wright Corporation (the "Company"), Curtiss-Wright Controls, Inc., Metal Improvement Company, LLC, Curtiss-Wright Flow Control Corporation, Curtiss-Wright Flow Control Service, LLC, Curtiss-Wright Electro-Mechanical Corporation, and Curtiss-Wright Surface Technologies, LLC (together, the "Issuers"), and certain institutional investors (the "Noteholders"), entered into a First Amendment to Note Purchase Agreement (the "First Amendment"), which amended that certain Note Purchase Agreement, dated August 13, 2020, among the Issuers and the Noteholders (as amended, the " 2020 Note Purchase Agreement"), pursuant to which the Issuers issued $300 million of senior notes, consisting of $150 million 3.10% senior notes due August 13, 2030, and $150 million 3.20% senior notes due August 13, 2032.

The First Amendment amended the 2020 Note Purchase Agreement to, among other things, on no more than three separate occasions while the Notes are outstanding, increase the maximum ratio of Consolidated Debt to Consolidated Total Capitalization to 0.65 to 1.00 for the four consecutive fiscal quarter end dates following the closing of an acquisition of a person, business or undertaking for which the consideration given, including all cash, equity, assumption of liabilities or other forms of consideration, is at least $100,000,000.

A copy of the First Amendment to the 2020 Note Purchase Agreement is attached hereto as Exhibit 10.5 and is incorporated by reference herein. The foregoing description of the First Amendment to the 2020 Note Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment.

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