Fourth Supplemental Indenture

 

FOURTH SUPPLEMENTAL INDENTURE
     THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of June 22, 2006 (this “SupplementalIndenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and TheBank of New York Trust Company, N.A., a national banking association duly organized and existingunder the laws of the United States, as trustee (the “Trustee”).
WITNESSETH
     WHEREAS, pursuant to the Indenture, dated as of May 1, 1991, between the Issuer and theTrustee, as successor trustee (the “Indenture”), the Issuer may from time to time issue and selldebt securities in one or more series;
     WHEREAS, the Issuer desires to create and authorize the series of 6.80% Notes due 2036 limitedinitially to $254,589,000 in aggregate principal amount (the “Notes”), and to provide the terms andconditions upon which the Notes are to be executed, registered, authenticated, issued anddelivered, the Issuer has duly authorized the execution and delivery of this SupplementalIndenture;
     WHEREAS, the Notes are a series of Securities (as that term is defined in the Indenture) andare being issued under the Indenture, as supplemented by this Supplemental Indenture, and aresubject to the terms contained therein and herein;
     WHEREAS, the Notes are to be substantially in the form attached hereto as Exhibit A;
     WHEREAS, the Issuer and the Trustee may enter into this Supplemental Indenture without theconsent of the holders of the Securities Outstanding (as that term is defined in the Indenture) asof the date hereof pursuant to Sections 7.1(f) and 7.1(g) of the Indenture;
     WHEREAS, all acts and things necessary to make the Notes, when executed by the Issuer andauthenticated and delivered by or on behalf of the Trustee as provided in this SupplementalIndenture, the valid, binding and legal obligations of the Issuer, and to make this SupplementalIndenture a legal, binding and enforceable agreement, have been done and performed;
     NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes areexecuted, registered, authenticated, issued and delivered, and in consideration of the foregoingpremises and the purchase of such Notes by the holders thereof, the Issuer and the Trustee mutuallycovenant and agree, for the equal and proportionate benefit of the holders from time to time of theNotes, as follows:
     Section 1. Definitions. Terms used in this Supplemental Indenture and not definedherein shall have the respective meanings given such terms in the Indenture. As used in thisSupplemental Indenture, unless a different meaning clearly appears from the context, the followingterms shall have the meanings indicated below:

 


 

     “Book-Entry Notes” means those Notes for which a Securities Depository or its nomineeis the holder.
     “Letter of Representations” means (i) the Blanket Letter of Representations datedDecember 6, 2002, executed by the Issuer and delivered to the Securities Depository and anyamendments thereto, (ii) any successor blanket agreements between the Issuer and any successorSecurities Depository, relating to a book-entry system to be maintained by the SecuritiesDepository with respect to any bonds, notes or other obligations issued by the Issuer, includingthe Book-Entry Notes, or (iii) any successor agreements between the Issuer and the Trustee and anysuccessor Securities Depository, relating to a book-entry system to be maintained by the SecuritiesDepository with respect to the Notes.
     “Securities Depository” means a Person that is registered as a clearing agency underSection 17A of the Securities Exchange Act of 1934 or whose business is confined to the performanceof the functions of a clearing agency with respect to exempted securities, as defined in Section3(a)(12) of such Act for the purposes of Section 17A thereof.
     Section 2. Creation and Authorization of Series. There is hereby created andauthorized the series of Notes entitled the “6.80% Notes Due 2036,” which shall be a series limitedinitially to $254,589,000 in aggregate principal amount. Notwithstanding the foregoing initialaggregate principal amount, the Issuer may, without the consent of the holders of the Notes, reopenthis series of Notes and issue an unlimited amount of additional notes having the same ranking,interest rate, maturity and other terms as the Notes; provided, that, the Issuer may reopenthis series of Notes only if the additional notes issued will be fungible with the Notes for UnitedStates federal income tax purposes. Any such additional notes, together with the Notes, will beconsolidated with and constitute a single series of Securities under the Indenture.
     Section 3. Certain Provisions Applicable to the Series.
     (a) Except as otherwise set forth herein and in the Notes, the terms of the Notes shall be asset forth in the Indenture, including those made part of the Indenture by reference to the TrustIndenture Act of 1939. Holders are referred to the Indenture and the Trust Indenture Act of 1939for a statement of such terms.
     (b) The Notes shall include all of the terms in the form of the Notes attached hereto asExhibit A.
     (c) The provisions of Section 10.5 of the Indenture entitled “Mandatory and Optional SinkingFunds” shall not be applicable to the Notes.
     Section 4. Securities Depository Provisions. The Notes shall be issued initially asBook-Entry Notes. All Book-Entry Notes shall be registered in the name of Cede & Co., as nomineeof The Depository Trust Company (“DTC”). The Issuer has executed and delivered a Letter ofRepresentations to DTC. All payments of principal of, redemption premium, if any, and interest onthe Book-Entry Notes and all notices with respect thereto, including notices of full or partialredemption, shall be made and given at the times and in the manner set out in the Letter ofRepresentations. The terms and provisions of the Letter of Representations shall govern in theevent of any inconsistency between the provisions of the Indenture and the Letter

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of Representations. The Letter of Representations may be amended without consent of theholders of the Notes.
     The book-entry registration system for all of the Book-Entry Notes may be terminated andcertificates delivered to and registered in the name of the beneficial owners of the Book-EntryNotes, under either of the following circumstances:
  (a)   DTC notifies the Issuer and the Trustee that it is no longer willing or able toact as Securities Depository for the Book-Entry Notes and a successor SecuritiesDepository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or
 
  (b)   The Issuer determines that the Book-Entry Notes are exchangeable.
     If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will beregistered in the name of such successor Securities Depository or its nominee. If certificates arerequired to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuershall be fully protected in relying upon a certificate of DTC or any DTC participant as to theidentity of and the principal amount of Book-Entry Notes held by such beneficial owners.
     The beneficial owners of the Book-Entry Notes will not receive physical delivery ofcertificates except as provided in this Supplemental Indenture. For so long as there is aSecurities Depository for the Notes, all of such Notes shall be registered in the name of thenominee of the Securities Depository, all transfers of beneficial ownership interests in such Noteswill be made in accordance with the rules of the Securities Depository, and no investor or otherparty purchasing, selling or otherwise transferring beneficial ownership of such Notes is toreceive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibilityor liability for transfers of beneficial ownership interests in such Notes.
     The Issuer and the Trustee will recognize the Securities Depository or its nominee as theholder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting;provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes weremade by holders of a related portion of the Notes when such votes are received in compliance withan omnibus proxy of the Securities Depository or otherwise pursuant to the rules of the SecuritiesDepository or the provisions of the Letter of Representations or other comparable evidencedelivered to the Trustee by the holders of the Notes.
     With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat thePerson in whose name such Note is registered as the absolute owner of such Note for all purposes ofthe Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligationto any beneficial owner of such Note. Without limiting the immediately preceding sentence, neitherthe Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) theaccuracy of the records of any Securities Depository or any other Person with respect to anyownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of theNotes, of any notice with respect to Book-Entry Notes, including any notice of redemption orrefunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refundedin the event of a partial redemption or refunding of part of the Notes

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Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amountwith respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes.
     Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partialredemption of the Notes in accordance with the Indenture and this Supplemental Indenture, theSecurities Depository for Book-Entry Notes shall select Notes for redemption according to itsstated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered asrepresenting that number of Notes which is obtained by dividing the principal amount of such Noteby the minimum authorized denomination.
     Section 5. Effect of Supplemental Indenture. The provisions of this SupplementalIndenture are intended to supplement those of the Indenture as in effect immediately prior to theexecution and delivery hereof. The Indenture shall remain in full force and effect except to theextent that the provisions of the Indenture are expressly modified by the terms of thisSupplemental Indenture.
     Section 6. Governing Law. This Supplemental Indenture shall be deemed to be acontract under the laws of the State of New York, and for all purposes shall be construed inaccordance with the laws of such State, except as may otherwise be required by mandatory provisionsof law.
     Section 7. Trustee Not Responsible for Recitals or Issuance of Notes. The recitalscontained herein shall be taken as statements of the Issuer, and the Trustee assumes noresponsibility for their correctness. The Trustee makes no representations as to the validity orsufficiency of this Supplemental Indenture or of the Notes other than with respect to the Trustee’sauthentication and execution. The Trustee shall not be accountable for the use or application bythe Issuer of the Notes or the proceeds thereof.
     Section 8. Conflict with Trust Indenture Act. If any provision hereof limits,qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required undersuch Act to be a part of and govern this Supplemental Indenture, the latter provisions shallcontrol. If any provision of this Indenture modifies or excludes any provision of the TrustIndenture Act of 1939 that may be so modified or excluded, the latter provision shall be deemed toapply to this Supplemental Indenture as so modified or to be excluded, as the case may be.
     Section 9. Counterparts. This Supplemental Indenture may be executed in any number ofcounterparts, each of which shall be deemed to be an original for all purposes; and all suchcounterparts shall together constitute but one and the same instrument.
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     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to beduly executed, and their respective corporate seals to be hereunto affixed and attested, all as ofthe day and year first above written.
         
  GOODRICH CORPORATION
 
 
  By:   /s/ Houghton Lewis   
    Houghton Lewis   
    Vice President and Treasurer   
 
  THE BANK OF NEW YORK TRUST COMPANY, N.A.
 
 
  By:   /s/ Sean Julien   
    Name:   Sean Julien   
    Title:   Assistant Treasurer   

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Exhibit A
GLOBAL GOODRICH NOTE
REGISTERED
No. R-1   Principal Amount: $254,589,000
CUSIP: 382388 AT3
     Unless this certificate is presented by an authorized representative of The Depository TrustCompany, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer,exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in suchother name as is requested by an authorized representative of DTC (and any payment is made to Cede& Co. or to such other entity as is requested by an authorized representative of DTC), ANYTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULinasmuch as the registered owner hereof, Cede & Co., has an interest herein.
GOODRICH CORPORATION
6.80% NOTES DUE 2036
     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State ofNew York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co.,or registered assigns, the principal sum of $254,589,000, on July 1, 2036, and to pay interestthereon semi-annually on January 1 and July 1 (the “Interest Payment Dates”) in each year,commencing January 1, 2007, at the rate of 6.80 percent per annum until the principal hereof ispaid or made available for payment. Notwithstanding the foregoing, this note (this “Security”)shall bear interest from the most recent Interest Payment Date to which interest in respect hereofhas been paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, inwhich case from the date hereof, or (ii) no interest has been paid on this Security, in which casefrom June 22, 2006; provided, however, that if the Company shall default in the payment of interestdue on the date hereof, then this Security shall bear interest from the next preceding InterestPayment Date to which Interest has been paid or, if no interest has been paid on this Security,from June 22, 2006. Notwithstanding the foregoing, if the date hereof is after the December 15 orJune 15 (whether or not a Business Day) (the “Record Date”), as the case may be, next preceding anInterest Payment Date and before such Interest Payment Date, this Security shall bear interest fromsuch Interest Payment Date; provided, however, that if the Company shall default in the payment ofinterest due on such Interest Payment Date, then this Security shall bear interest from the nextpreceding Interest Payment Date to which interest has been paid or, if no interest has been paid onthis Security, from June 22, 2006. The interest so payable, and punctually paid or duly providedfor, on any Interest Payment Date will, subject to certain exceptions provided in the Indenturereferred to on the reverse hereof, be paid to the Person in whose name this Security is registeredat the close of business on the Record Date next preceding such Interest Payment Date.

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     Payment of the principal of and any such interest on this Security will be made at the officeor agency of the Company maintained for that purpose in New York City in such coin or currency ofthe United States of America as at the time is legal tender for the payment of public and privatedebts; provided, however, that at the option of the Company payment of interest may be made bycheck mailed to the address of the Person entitled thereto as such address shall appear in theSecurity register.
     Reference is hereby made to the further provisions of this Security set forth on the reversehereof, which further provisions shall for all purposes have the same effect as if set forth atthis place.
     Unless the certificate of authentication hereon has been executed by the Trustee referred toon the reverse hereof by manual signature, this Security shall not be entitled to any benefit underthe Indenture or be valid or obligatory for any purpose.
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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under itscorporate seal.
         
DATED: June 22, 2006 GOODRICH CORPORATION
 
 
  By:      
    Houghton Lewis   
    Vice President and Treasurer   
 
 
         
  Attest:
 
 
  By:      
    Sally L. Geib   
    Secretary   
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and referred to in thewithin-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
         
     
  By:      
    Authorized Officer   
       

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REVERSE OF SECURITY
GOODRICH CORPORATION
6.80% NOTES DUE 2036
     This Security is one of a duly authorized issue of securities of the Company (herein calledthe “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May1, 1991, between the Company and The Bank of New York Trust Company, N.A., as successor trustee(herein called the “Trustee”) and the Fourth Supplemental Indenture, dated as of June 22, 2006,between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and allindentures supplemental thereto reference is hereby made for a statement of the respective rights,limitations of rights, obligations, duties and immunities thereunder of the Company, the Trusteeand the holders of the Securities and of the terms upon which the Securities are, and are to be,authenticated and delivered. This Security is one of a series designated on the face hereoflimited initially to $254,589,000 in aggregate principal amount. The separate series of Securitiesmay be issued in various aggregate principal amounts, may mature at different times, may bearinterest, if any, at different rates, may be subject to different redemption provisions (if any),may be subject to different sinking or purchase funds (if any), may be subject to differentrepayment provisions (if any), may be subject to different covenants and Events of Default and mayotherwise vary as provided in the Indenture. The Indenture further provides that the Securities ofa single series may be issued at various times, with different maturity dates, may bear interest,if any, at different rates, may be subject to different redemption provisions (if any), may besubject to different sinking or purchase funds (if any) and may be subject to different repaymentprovisions (if any).
     Any payment required to be made with respect to this Security on a day that is not a BusinessDay need not be made on such day, but may be made on the next succeeding Business Day with the sameforce and effect as if made on such day, and no interest shall accrue for the period from and aftersuch date to the date of payment.
     This Security is redeemable, in whole or in part, at any time from time to time, at the optionof the Company, at a redemption price equal to the greater of (1) 100% of the principal amount ofthe Security and (2) the sum of the present values of the remaining scheduled payments of principaland interest thereon (not including any portion of any payment of interest accrued to theredemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day yearconsisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each case,accrued and unpaid interest thereon to the redemption date.
     “Comparable Treasury Issue” means the United States Treasury security selected by theReference Treasury Dealer as having a maturity comparable to the remaining term of the Securitiesof the series to be redeemed that would be utilized, at the time of selection and in accordancewith customary financial practice, in pricing new issues of corporate debt securities of comparablematurity to the remaining term of such Securities.
     “Comparable Treasury Price” means, with respect to any redemption date for the Securities ofthis series, (i) the average of the Reference Treasury Dealer Quotations for such redemption date,after excluding the highest and lowest such Reference Treasury Dealer

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Quotations, or (ii) if the Trustee obtains fewer than four Reference Treasury DealerQuotations, the average of all Reference Treasury Deal Quotations.
     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank SecuritiesInc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (ortheir respective affiliates which are Primary Treasury Dealers(as defined below)) and therespective successors of each of the foregoing; provided, however, that if any of the foregoingshall cease to be a primary U.S. Government securities dealer in New York City (a “Primary TreasuryDealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other PrimaryTreasury Dealer selected by Goodrich.
     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealerand any redemption date, the average, as determined by the Trustee, of the bid and asked prices forthe Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York Citytime, on the third Business Day preceding such redemption date.
     “Treasury Rate” means, with respect to any redemption date for the Securities of this series,the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable TreasuryIssue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of itsprincipal amount) equal to the Comparable Treasury Price for such redemption date. The TreasuryRate shall be calculated on the third Business Day preceding the redemption date.
     In the event of redemption of this Security in part only, a new Security or Securities of thisseries for the unredeemed portion hereof having the same interest rate and maturity as thisSecurity will be issued in the name of the holder hereof upon the cancellation hereof.
     Except as set forth above, the Securities of this series will not be redeemable by the Companyprior to maturity and will not be entitled to the benefit of any sinking fund.
     If an Event of Default with respect to Securities of this series shall occur and becontinuing, then the Trustee or the holders of not less than 25% in aggregate principal amount(calculated as provided in the Indenture) of the Securities of this series then Outstanding maydeclare the principal of the Securities of this series and accrued interest thereon, if any, to bedue and payable in the manner and with the effect provided in the Indenture.
     The Indenture permits, with certain exceptions as therein provided, the amendment orsupplementing thereof and the modification of the rights and obligations of the Company and therights of the holders of the Securities of each series to be affected under the Indenture at anytime by the Company and the Trustee with the consent of the holders of not less than a majority inaggregate principal amount (calculated as provided in the Indenture) of the Securities at the timeOutstanding of all series to be affected (all such series voting as a single class). The Indenturealso contains provisions permitting the holders of not less than a majority in aggregate principalamount (calculated as provided in the Indenture) of the Securities of each series at the timeOutstanding, on behalf of the holders of all Securities of such series, to waive certain pastdefaults or Events of Default under the Indenture and the consequences of any such defaults or

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Events of Default. Any such consent or waiver by the holder of this Security (unless revokedas provided in the Indenture) shall be conclusive and binding upon such holder and upon all futureholders of this Security and of any Security issued upon the registration of transfer hereof or inexchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made uponthis Security.
     No reference herein to the Indenture and no provision of this Security or of the Indentureshall alter or impair the obligation of the Company, which is absolute and unconditional, to paythe principal of and interest, if any, on this Security at the times, place, and rate, if any, andin the coin or currency, herein prescribed.
     The Securities of this series are being issued by means of a book-entry system with nophysical distribution of note certificates to be made except as provided in the Indenture. Asprovided in the Indenture and subject to certain limitations set forth therein, the transfer ofthis Security is registrable in the Security register, upon due presentment of this Security forregistration of transfer at the office or agency of the Company in any place where the principal ofand interest, if any, on this Security are payable, duly endorsed by, or accompanied by a writteninstrument of transfer in form satisfactory to the Company and the Security registrar duly executedby, the holder hereof or his attorney duly authorized in writing, and thereupon one or more newSecurities of this series, having the same interest rate and maturity and bearing interest from thesame date as this Security, of any authorized denominations and for the same aggregate principalamount, will be issued to the designated transferee or transferees.
     The Securities of this series are issuable only in registered form without coupons indenominations of $1,000 and any integral multiple thereof. As provided in the Indenture andsubject to certain limitations set forth therein, Securities of this series are exchangeable for alike aggregate principal amount of Securities of this series of a different authorized denominationhaving the same interest rate and maturity and bearing interest from the same date as suchSecurities, as requested by the holder surrendering the same.
     No service charge shall be made for any such registration of transfer or exchange, but theCompany may require payment of a sum sufficient to cover any tax or other governmental chargepayable in connection therewith.
     Prior to due presentment of this Security for registration of transfer, the Company, theTrustee and any agent of the Company or the Trustee may treat the Person in whose name thisSecurity is registered as the owner hereof for all purposes, whether or not this Security beoverdue and notwithstanding any notation of ownership or other writing thereon, and neither theCompany, the Trustee nor any such agent shall be affected by notice to the contrary. All paymentsmade to or upon the order of such registered holder, shall, to the extent of the sum or sums paid,effectually satisfy and discharge liability for monies payable on this Security.
     No recourse for the payment of the principal of or interest, if any, on this Security, or forany claim based hereon or otherwise in respect hereof, and no recourse under or upon anyobligation, covenant or agreement of the Company in the Indenture or any indenture supplementthereto or in any Security, or because of the creation of any indebtedness represented thereby,shall be had against any incorporator, stockholder, official or director, as such, past, present,or

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future, of the Company or of any successor entity, either directly or through the Company orany successor corporation, whether by virtue of any constitution, statute or rule of law or by theenforcement of any assessment or penalty or otherwise, all such liability being, by the acceptancehereof and as part of the consideration for the issue hereof, expressly waived and released.
     The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement,dated June 22, 2006 between the Company and Banc of America Securities LLC, as the representativefor the several dealer managers, including the receipt of Special Interest upon a RegistrationDefault (as defined in such agreement). The Company shall make payments of Special Interest inaccordance with the provisions set forth herein for the payment of regular interest.
     All terms used in this Security and not otherwise defined herein which are defined in theIndenture shall have the meanings assigned to them in the Indenture.
     This Security shall be governed by and construed in accordance with the laws of the State ofNew York.

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     FOR VALUE RECEIVED,                                                              theundersigned hereby sell(s), assign(s) andtransfers unto
[PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER OF ASSIGNEE]
!
!
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 [PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                                         attorney to transfer the within Security on the books kept for registrationthereof, with full power of substitution in the premises.
Dated:                                         
     
NOTICE:
   
 
   
 
  The signature to this assignment must correspond with the name as it appearsupon the face of the within Security in every particular, without alteration orenlargement or any change whatever.

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