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Exhibit 4.3
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EXECUTED 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 a
subordinated debt securities indenture, dated as of January 31,
2006 and supplemented by an indenture dated as of the same date (as
further supplemented, the “Indenture”), providing for
the issuance of the Company’s 75/8% Senior Subordinated Notes
due 2018 (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 pos
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