ex10-1.htm


    
Exhibit
10.1


    


     

    FOURTH
SUPPLEMENTAL INDENTURE

     

    FOURTH
SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of October 22, 2008, among DRS Technologies, Inc.,
a Delaware corporation (the "Company"), the
Guarantors (as defined below) and The Bank of New York Mellon (formerly known as
The Bank of New York), as trustee (the "Trustee").

     

    WHEREAS,
the Company, certain of the Company's subsidiaries, as subsidiary guarantors
(the "Guarantors"), and the Trustee are parties to an indenture, dated as of
January 31, 2006, as supplemented by a supplemental indenture, dated as of
February 8, 2006, a second supplemental indenture, dated as of February 13,
2006, and a third supplemental indenture, dated as of February 20, 2007
(together, the "Indenture"), pursuant to which the Company issued its 2.00%
Senior Convertible Notes due 2026 (the "Notes");

     

    WHEREAS,
on May 12, 2008, the Company entered into an Agreement and Plan of Merger with
Finmeccanica – Societá per azioni, a societá per azioni organized under the laws
of Italy ("Finmeccanica"), and
Dragon Merger Sub, Inc., a Delaware corporation ("Sub") and a
wholly-owned subsidiary of Finmeccanica, pursuant to which, among other things,
Sub will merge with and into Company, with the Company continuing as the
surviving corporation (the "Merger");

     

    WHEREAS,
Section 7.1 of the Indenture provides that the Company shall not merge or enter
into certain other transactions unless certain requirements specified therein
are satisfied;

     

    WHEREAS,
Section 12.4 provides that if a merger or certain other transactions involving
the Company occur, as a result of which holders of Common Stock of the Company
shall be entitled to receive stock, other securities, other property, assets or
cash ("Reference
Property") with respect to or in exchange for such Common Stock, then as
of the effective time of such transaction, the Company shall execute with the
Trustee a supplemental indenture providing that the Notes shall be convertible
into cash up to the Base Amount and Reference Property, if any, based on the
twenty day average price of the Reference Property and the applicable Conversion
Rate and assuming such holder of Common Stock exercised his rights of election,
if any, as to the kind or amount of Reference Property receivable upon
transaction in the same manner as the majority of the holders of Common Stock
or, if there is no such majority, by a plurality of the holders of Common
Stock;

     

    WHEREAS,
as a result of the Merger, a holder of one share of Common Stock is entitled to
receive cash in the amount of $81.00 in exchange for each such
share;

     

    WHEREAS,
Section 11.1(c) of the Indenture provides that the Indenture may be modified or
amended by the Company and the Trustee to provide for conversion rights of
Holders of

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

    Notes
if any reclassification or change of the Common Stock or any consolidation,
merger or sale of all or substantially all of the Company's assets
occurs;

     

    WHEREAS,
the execution and delivery of this instrument has 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; and

     

    WHEREAS,
this Supplemental Indenture is being executed and delivered concurrently with
the effectiveness of the Merger.

     

    NOW,
THEREFORE, in consideration of the premises set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:

     

     

    ARTICLE
1


     

    EFFECT OF MERGER

     

    Section
1.01     In accordance with Section 12.4 of the
Indenture, as of the Effective Date of the Merger, each $1,000 aggregate
principal amount of Notes surrendered for conversion will be convertible solely
into cash, in an amount equal to the product of (x) $81.00 and (y) a number
equal to the applicable Conversion Rate immediately prior to the Effective Date,
subject to adjustment on the same terms as provided in Article XII of the
Indenture.

     

    Section
1.02     The consummation of the Merger constitutes a
Fundamental Change described in clause (iii) of the definition thereof in the
Indenture. Pursuant to Section 12.2(e) of the Indenture, the applicable
Conversion Rate for any Notes surrendered for conversion during the Make-Whole
Period (as defined below) will be increased by .5371 Additional Shares of
Common Stock per $1,000 principal amount of such Notes, for a total
of 17.2875 shares of Common Stock per $1,000 principal amount of such
Notes. "Make-Whole Period" means
the period commencing on the date hereof and ending on the Fundamental Change
Repurchase Date relating to the Merger (which date shall be specified in a
written notice given by the Company to the Holders and the Trustee in accordance
with Section 5.1(b) of the Indenture).

     

     

    ARTICLE
2

     

    MISCELLANEOUS

     

    Section
2.01     Capitalized terms used herein and not
defined herein have the meanings ascribed to such terms in the
Indenture.

     

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    


    Section
2.02     This Supplemental Indenture shall become
effective as of the date hereof at such time as executed counterparts of this
Supplemental Indenture have been delivered by each party hereto to the other
party thereto.

     

    Section
2.03     On the date hereof, the Indenture shall be
supplemented and amended in accordance herewith, and this Supplemental Indenture
shall form part of the Indenture for all purposes, and the Holder of every Note
heretofore or hereafter authenticated and delivered under the Indenture shall be
bound thereby. The Trustee accepts the trusts created by the Indenture, as
amended and supplemented by this Supplemental Indenture, and agrees to perform
the same upon the terms and conditions of the Indenture, as amended and
supplemented by this Supplemental Indenture.

     

    Section
2.04     This Supplemental Indenture shall be deemed
to be incorporated in, and made a part of, the Indenture. The Indenture, as
amended and supplemented by this Supplemental Indenture, shall be read, taken
and construed as one and the same instrument and all provisions in the Indenture
and the Notes shall remain in full force and effect in accordance with the
terms thereof and as amended and supplemented by this Supplemental
Indenture.

     

    Section
2.05     In case any one or more of the provisions
contained in this Supplemental Indenture shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture, but this Supplemental Indenture shall be construed as if such
invalid, illegal or unenforceable provision had never been contained
herein.

     

    Section
2.06     The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

     

    Section
2.07     The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity and sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which are made solely by the Company.

     

    Section
2.08     In entering into this Supplemental
Indenture, the Trustee shall be entitled to the benefit of every provision of
the Indenture and the Notes relating to the conduct or affecting the liability
of or affording protection to the Trustee, whether or not elsewhere herein so
provided.

     

    Section
2.09     All covenants and agreements in this
Supplemental Indenture by the Company and the Trustee shall bind their
respective successors and assigns. Nothing in this Supplemental Indenture,
express or implied, shall give to any person, other than the parties hereto and
their successors under the Indenture and the Holders of the Notes, any benefit
of any legal or equitable right, remedy or claim under the
Indenture.

     

    Section
2.10     This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of law.

     

     

    [Signatures
on following page]

     

     

    


    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the day and year first above written.

     

    


    
      	 
      	
              DRS
      TECHNOLOGIES, INC.

               

               

            
	 
      	
              By:

            	/s/
      Richard A. Schneider	 
      
	 
      	 
      	
              Name:

            	
              
                Richard
      A. Schneider

              

            	
               

            
	 
      	 
      	
              Title:

            	
              
                Authorized
      Signatory

              

            	
               

            
	 
      	 
      
	 
      	 
      
	 
      	
              DRS
      Surveillance Support Systems, Inc.

            
	 
      	
              DRS
      C3 Systems, Inc.

            
	 
      	
              DRS
      Power & Control Technologies, Inc.

            
	 
      	
              DRS
      Power Technology, Inc.

            
	 
      	
              DRS
      Intelligence & Avionic Solutions, Inc.

            
	 
      	
              DRS
      Signal Solutions, Inc.

            
	 
      	
              DRS
      Codem Systems, Inc.

            
	 
      	
              DRS
      Unmanned Technologies, Inc.

            
	 
      	
              DRS
      Data & Imaging Systems, Inc.

            
	 
      	
              DRS
      Tactical Systems, Inc.

            
	 
      	
              DRS
      Tactical Systems Global Services, Inc.

            
	 
      	
              DRS
      Test & Energy Management, LLC

            
	 
      	
              DRS
      Sensors & Targeting Systems, Inc.

            
	 
      	
              DRS
      Homeland Security Solutions, Inc.

            
	 
      	
              Engineered
      Electric Company

            
	 
      	
              Engineered
      Coil Company

            
	 
      	
              DRS
      Mobile Environmental Systems Co.

            
	 
      	
              DRS
      Sustainment Systems, Inc.

            
	 
      	
              DRS
      Technical Services, Inc.

            
	 
      	
              DRS
      Systems, Inc.

            
	 
      	
              DRS
      Technologies Canada, Inc.

            
	 
      	
              DRS
      Systems Management, LLC

            
	 
      	
              DRS
      International, Inc.

            
	 
      	
              Tech-Sym
      Corporation

            
	 
      	
              Engineered
      Support Systems, Inc.

            
	 
      	
              ESSI
      Resources, LLC

            
	 
      	
              Universal
      Power Systems, Inc.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	/s/
      Richard
      A. Schneider	 
      
	 
      	 
      	
              Name:

            	
              Richard
      A. Schneider

            	
               

            
	 
      	 
      	
              Title:

            	
              Authorized
      Signatory

            	
               

            


    

    


    


    
      
        
          
            [Signature
Page for Fourth Supplemental Indenture]

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    
      	 
      	
              THE
      BANK OF NEW YORK MELLON

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Franca M. Ferrera	 
      
	 
      	 
      	
              Name: 
      France M. Ferrera

            
	 
      	 
      	
              Title:    
      Assistant Vice President

            


    

     

     

     

     

     

     

     

    
 

     

     

    
    

     

    
      	
              [Signature
      Page for Fourth Supplemental
Indenture]