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Exhibit 4.1
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EXECUTION
VERSION
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SEVENTH SUPPLEMENTAL
INDENTURE
Seventh Supplemental Indenture (this “
Supplemental Indenture ”), dated as of December 22,
2008, among Finmeccanica—Societá per azioni, a
societá per azioni organized under the laws of Italy (the
“ Finmeccanica ”), DRS Technologies, Inc., a
Delaware corporation (the “ Company ”), the
other Guarantors (as defined in the Indenture referred to herein)
and The Bank of New York Mellon, formerly known as The Bank of New
York, as trustee under the Indenture referred to below (the “
Trustee ”).
W I T N E S S E T
H
WHEREAS, the Company and the Guarantors have heretofore
executed and delivered to the Trustee an indenture (as
supplemented, the “ Indenture ”), dated as of
October 30, 2003, providing for the issuance of the Company’s
6⅞% Senior Subordinated Notes due 2013 (the “
Notes ”);
WHEREAS, on October 22, 2008, Finmeccanica and the
Company announced the consummation of the merger of Dragon Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Finmeccanica, with and into the Company, with the Company surviving
as a wholly owned subsidiary of Finmeccanica;
WHEREAS, the Company, the Guarantors and Finmeccanica
have heretofore executed and delivered to the trustee a
supplemental indenture to the Indenture, dated as of December 17,
2008, providing for the issuance by Finmeccanica of a guarantee in
respect of the payment obligations of the Company pursuant to the
Indenture and the Notes;
WHEREAS, the Board of Directors of the Company has
determined that it is in the best interests of the Company to
authorize and approve certain amendments to Section 4.03 of the
Indenture (the “ Proposed Amendments
”);
WHEREAS, pursuant to Section 9.02 of the Indenture, the
Company, the Guarantors and the Trustee may amend the Indenture and
the Notes with the written consent of the Holders of at least a
majority in aggregate principal amount of the Notes then
outstanding;
WHEREAS, the Company has distributed a Consent
Solicitation Statement, dated December 5, 2008 (the “
Solicitation Statement ”), and accompanying Consent
Form to the Holders of the Notes in connection with the Proposed
Amendments as described in the Solicitation Statement;
WHEREAS, the Holders of at least a majority in aggregate
principal amount of the Notes outstanding have approved the
Proposed Amendments to the provisions of the Indenture;
and
WHEREAS, the execution and delivery of this instrument
have been duly authorized and all conditions and requirements
necessary to make this instrument a valid and binding agreement
have been duly performed and complied with;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the Company, Guarantors, Finmeccanica and the Trustee
mutually agree for the equal and ratable benefit of the Holders of
the Notes as follows:
1.
Capitalized Terms
. Capitalized terms used herein without definition
shall have the meanings assigned to them in the
Indenture.
2.
Amendments .
Section 4.03 of the Indenture is hereby amended in its
entirety to read as follows:
"(a) So long as any Notes are
outstanding, the Company will provide the English translations of
the consolidated annual and interim reports of
Finmeccanica—Societá per azioni, a societá per
azioni organized under the laws of Italy (the "Parent Guarantor"),
required under Italian law and Commissione Nazionale per le
Società e la Borsa ("CONSOB") regulations applicable to the
Parent Guarantor from time to time to the Trustee, within five
Business Days of the publication in Italy by the Parent Guarantor
of such reports. The content of such reports will be
prepared in all material respects in accordance with the rules and
regulations applicable to such reports under Italian law and CONSOB
regulations. In addition, the Company will cause the Parent
Guarantor to post the English translation of such reports on its
website within five Business Days of such publication. Delivery of
such reports, information and documents to the Trustee is for
informational
