UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 1, 2006

GOODRICH CORPORATION

(Exact name of registrant as specified in its charter)

New York (State or other jurisdiction of incorporation)		1-892 (Commission File Number)		34-0252680 (IRS Employer Identification No.)

Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (704) 423-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

     On December 1, 2006, Goodrich Corporation (the “Company”) entered into a Letter Amendment to its Five Year Credit Agreement dated as of May 25, 2005 with a group of lenders named in the agreement and Citibank, N.A., as agent for the lenders. The Letter Amendment amends the definition of “Consolidated Net Worth” to exclude any non-cash effects resulting from the application of Financial Accounting Standards Board Statement No. 158. A copy of the Letter Amendment is filed as Exhibit 10.1 hereto.

Section 2 — Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     The information required by this item is set forth in Item 1.01, which is incorporated by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit 10.1     Letter Amendment dated as of December 1, 2006 among Goodrich Corporation, the lender parties thereto and Citibank, N.A., as agent for such lenders.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit 10.1		Letter Amendment dated as of December 1, 2006 among Goodrich Corporation, the lender parties thereto and Citibank, N.A., as agent for such lenders.