0000950123-10-085165 Sample Contracts

GOODRICH CORPORATION Debt Securities Underwriting Agreement
Underwriting Agreement • September 10th, 2010 • Goodrich Corp • Guided missiles & space vehicles & parts • New York

From time to time Goodrich Corporation, a New York corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

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NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 10th, 2010 • Goodrich Corp • Guided missiles & space vehicles & parts • New York

THIS NINTH SUPPLEMENTAL INDENTURE, dated as of September 13, 2010 (this “Supplemental Indenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).

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