Ex-4.2



 







FORM OF




GLOBAL GOODRICH NOTE




	 	 	 
	REGISTERED
	 	 
	No.

	 	Principal Amount: $
	 
	 	 
	 

	 	CUSIP: 382388 AS 5






     Unless this certificate is presented by an authorized representative of The Depository Trust
Company, 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 such
other 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), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.



GOODRICH CORPORATION

6.29% NOTES DUE 2016




     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State of
New York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of $      , on July 1, 2016, and to pay interest thereon
semi-annually on January 1 and July 1 (the “Interest Payment Dates”) in each year, commencing
January 1, 2007, at the rate of 6.29 percent per annum until the principal hereof is paid 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 hereof has been
paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, in which
case from the date hereof, or (ii) no interest has been paid on this Security, in which case from
June 22, 2006; provided, however, that if the Company shall default in the payment of interest due
on the date hereof, then this Security shall bear interest from the next preceding Interest Payment
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 or June 15
(whether or not a Business Day) (the “Record Date”), as the case may be, next preceding an Interest
Payment Date and before such Interest Payment Date, this Security shall bear interest from such
Interest Payment Date; provided, however, that if the Company shall default in the payment of
interest due on such Interest Payment Date, then this Security shall bear interest from the next
preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on
this Security, from June 22, 2006. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the Person in whose name this Security is registered
at the close of business on the Record Date next preceding such Interest Payment Date.



     Payment of the principal of and any such interest on this Security will be made at the office
or agency of the Company maintained for that purpose in New York City in such coin or



 









 




currency of the United States of America as at the time is legal tender for the payment of
public and private debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled thereto as such address shall
appear in the Security register.




     Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.



[The remainder of this page is left blank intentionally.]




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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	DATED:            , 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 the
within-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

6.29% NOTES DUE 2016




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May
1, 1991, between the Company and The Bank of New York Trust Company, N.A., as successor trustee
(herein called the “Trustee”) and the Fifth Supplemental Indenture dated as of      ,
2006 between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and
all indentures 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
Trustee and 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 hereof
limited initially to $290,753,000 in aggregate principal amount. The separate series of Securities
may be issued in various aggregate principal amounts, may mature at different times, may bear
interest, 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 different
repayment provisions (if any), may be subject to different covenants and Events of Default and may
otherwise vary as provided in the Indenture. The Indenture further provides that the Securities of
a 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 be
subject to different sinking or purchase funds (if any) and may be subject to different repayment
provisions (if any).



     Any payment required to be made with respect to this Security on a day that is not a Business
Day need not be made on such day, but may be made on the next succeeding Business Day with the same
force and effect as if made on such day, and no interest shall accrue for the period from and after
such date to the date of payment.



     This Security is redeemable, in whole or in part, at any time from time to time, at the option
of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of
the Security and (2) the sum of the present values of the remaining scheduled payments of principal
and interest thereon (not including any portion of any payment of interest accrued to the
redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25 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 the
Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities
of the series to be redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.



     “Comparable Treasury Price” means, with respect to any redemption date for the Securities of
this 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 Dealer
Quotations, the average of all Reference Treasury Deal Quotations.




     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank Securities
Inc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (or
their respective affiliates which are Primary Treasury Dealers (as defined below)) and the
respective successors of each of the foregoing; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by Goodrich.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the 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 City
time, 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 Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury
Rate 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 this
series for the unredeemed portion hereof having the same interest rate and maturity as this
Security 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 Company
prior 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 be
continuing, 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 may
declare the principal of the Securities of this series and accrued interest thereon, if any, to be
due and payable in the manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment or
supplementing thereof and the modification of the rights and obligations of the Company and the
rights of the holders of the Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the holders of not less than a majority in
aggregate principal amount (calculated as provided in the Indenture) of the Securities at the time
Outstanding of all series to be affected (all such series voting as a single class). The Indenture
also contains provisions permitting the holders of not less than a majority in aggregate principal
amount (calculated as provided in the Indenture) of the Securities of each series at the time
Outstanding, on behalf of the holders of all Securities of such series, to waive certain past
defaults 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 revoked
as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future
holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.




     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest, if any, on this Security at the times, place, and rate, if any, and
in the coin or currency, herein prescribed.



     The Securities of this series are being issued by means of a book-entry system with no
physical distribution of note certificates to be made except as provided in the Indenture. As
provided in the Indenture and subject to certain limitations set forth therein, the transfer of
this Security is registrable in the Security register, upon due presentment of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of
and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security registrar duly executed
by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series, having the same interest rate and maturity and bearing interest from the
same date as this Security, of any authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.



     The Securities of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations set forth therein, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series of a different authorized denomination
having the same interest rate and maturity and bearing interest from the same date as such
Securities, as requested by the holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue and notwithstanding any notation of ownership or other writing thereon, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments
made 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 for
any claim based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or any indenture supplement
thereto 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 or
any successor corporation, whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived and released.




     All terms used in this Security and not otherwise defined herein which are defined in the
Indenture 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 of
New York.



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     FOR VALUE RECEIVED,                                                              
                    the undersigned hereby sells, assigns and
transfers unto



[PLEASE INSERT SOCIAL SECURITY OR

TAX IDENTIFICATION NUMBER OF ASSIGNEE]




	 	 	 
	 

	 	!
	 

	 	!
	 

	 	!






 






 






 

[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 registration
thereof, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 
	NOTICE:
	 	 
	 

	 	 
	 

	 	The signature to this assignment must correspond with the name as it appears
upon the face of the within Security in every particular, without alteration or
enlargement or any change whatever.







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