ex4-3.htm


    
       

      
        	Exhibit
      4.3	 EXECUTED VERSION


      

       

    

                                                                                                                                                                                                                         


     

     

    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
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 purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). For the avoidance of
doubt, neither the Parent Guarantor nor the Company shall be required to file
any reports with the SEC.

     

    (b)  If,
at any time, the Parent Guarantor is no longer subject to reporting requirements
under Italian law or CONSOB regulations, the Company will nevertheless cause the
Parent Guarantor to continue to provide to the Trustee and post on its website
the reports specified in the preceding paragraph within five Business Days of
the deadline for publication that would apply were the Parent Guarantor subject
to reporting requirements under Italian law or CONSOB regulations.

     

    (c)  In
addition, the Parent Guarantor, the Company and the Guarantors agree that, for
so long as any Notes remain outstanding, at any time they are not required to
file reports with the SEC and not exempt from reporting pursuant to Rule
12g3-2(b) under the Exchange Act, they will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act; provided, however, that if the reports prepared and provided in
accordance with Section 4.03(a) or 4.03(b) hereof satisfy such Rule, none of the
Parent Guarantor, Company or Guarantors shall be under any obligation to provide
any further information pursuant to this paragraph (c)."

     

    3.           Binding
Nature of Supplemental Indenture.  On the date
hereof, the Indenture shall be supplemented and amended in accordance herewith,
and this Supplemental Indenture shall form a part of the Indenture for all
purposes, and the Holder of every Security 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.

     

    4.           Reaffirmation.  Each of the
Company, Finmeccanica, the Guarantors and the Trustee hereby confirms and
reaffirms the Indenture in every particular except as amended and supplemented
by this Supplemental Indenture.  Except as supplemented and amended by
this Supplemental Indenture, all provisions in the Indenture and the
Supplemental Indenture shall remain in full force and effect. All provisions of
this Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.           No Third
Party Beneficiaries.  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 or  any legal or equitable right, remedy or
claim under the Indenture.

     

    6.           Successors
and Assigns.  All covenants and
agreements in this Supplemental Indenture by the Company, Finmeccanica, the
Guarantors or the Trustee shall bind their respective successors and assigns,
whether so expressed or not.

     

    7.           Counterparts.  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.

     

    8.           Effect of
Headings.  The Section
headings herein are for convenience only and shall not affect the construction
hereof.

     

    9.           NEW YORK LAW TO
GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     

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

     

    11.           Trust
Indenture Act.  If any provision
of this Seventh Supplemental Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Seventh Supplemental
Indenture by the Trust Indenture Act of 1939, as amended, the required provision
shall control.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Finmeccanica—Societá
      per azioni

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                    /s/
      Pier Francesco Guarguaglini

                                
	 
      	 
      	
                                  Name:

                                	
                                  Pier
      Francesco Guarguaglini

                                
	 
      	 
      	
                                  Title:

                                	
                                  Chairman

                                
	 
      	 
      	 
      	
                                  Chief
      Executive Officer

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  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.

                                  DRS
      Consolidated Controls, Inc.

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/
      Richard A. Schneider

                                
	 
      	 
      	
                                  Name:

                                	
                                  Richard
      A. Schneider

                                
	 
      	 
      	
                                  Title:

                                	
                                  Authorized
      Signatory

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  DRS
      Integrated
      Defense Solutions,
      LLC

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  DRS Technologies,
      Inc.

                                  as sole
    member

                                
	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/ Richard A.
      Schneider

                                
	 
      	 
      	
                                  Name:

                                	
                                  Richard A.
      Schneider

                                
	 
      	 
      	
                                  Title:

                                	
                                  Executive Vice
      President

                                  Chief Financial
      Officer

                                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                  The
      Bank of New York Mellon

                                
	 
      	 
      	
                                  as
      Trustee

                                
	 
      	 
      	 
      	 
      
	 
      	
                                  By:

                                	
                                  /s/
      Franca M. Ferrera

                                
	 
      	 
      	
                                  Authorized
      Signatory