SIXTH SUPPLEMENTAL INDENTURE

 
 
SIXTH SUPPLEMENTAL INDENTURE  
  Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 17, 2008, among Finmeccanica—Societá per azioni, a societá per azioni organized under the laws of Italy (the “Parent Guarantor”), 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 senior 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 65/8% Senior Notes due 2016 (the “Notes”);   WHEREAS, the aggregate principal amount of outstanding Notes as of the date hereof is $350,000,000;   WHEREAS, on October 22, 2008, the Parent Guarantor and the Company announced the consummation of the merger of Dragon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent Guarantor, with and into the Company, with the Company surviving as a wholly owned subsidiary of the Parent Guarantor (the “Merger”);   WHEREAS, the Parent Guarantor desires to unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms and conditions set forth herein and therein;   WHEREAS, pursuant to Section 9.01 of the Indenture, without the consent of any Holders of the Notes, the Trustee, the Company and the Guarantors are authorized to add additional Guarantees with respect to the Notes and to execute and deliver a supplemental indenture to make any change to the Indenture that would provide additional benefits to the Holders;   WHEREAS, the changes contained herein provide additional benefits to the Holders; 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 Parent Guarantor 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.           Agreement to Guarantee.   2.01           Guarantee.  (a)  Subject to this Article 2, the Parent Guarantor hereby, jointly and severally with the Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company thereunder, that:        

      (1)  the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and   (2)  in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.   Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Parent Guarantor will be obligated, jointly and severally with the Guarantors, to pay the same immediately.  The Parent Guarantor hereby agrees that this is a guarantee of payment and not a guarantee of collection.   Any and all payments hereunder by the Parent Guarantor to or for the account of any Holder shall be made free and clear of, and without deduction or withholding for or on account of, any tax, except to the extent such deduction or withholding is required by law.  If any tax is required by law to be deducted or withheld by the Parent Guarantor from any such payments made by the Parent Guarantor, the Parent Guarantor will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld before penalties attach thereto or interest accrues thereon and no additional amounts shall be payable by the Parent Guarantor to the Holders to compensate for such deduction or withholding. The deduction or withholding of any tax in accordance with this paragraph by the Parent Guarantor from any payments hereunder by the Parent Guarantor to or for the account of any Holder shall not release or otherwise relieve the Guarantors of their joint and several obligation to pay to the Holders the amount of any such tax deduction or withholding, or the right of any Holder to receive from the Guarantors the full amounts due under the Indenture or the Notes.   (b)           The Parent Guarantor hereby agrees that its obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver, modification or indulgence granted to the Company by any Holder of the Notes with respect to any provisions thereof; the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Parent Guarantor, increase the principal amount of the Notes, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the stated maturity thereof.  Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Parent Guarantor hereunder which shall remain absolute and unconditional as described above:   (1)  any time, waiver or consent granted to, or composition with, the Company;   (2) the release of the Company or any other Person under the terms of any composition or arrangement with any creditor;   (3) the taking, variation, compromi