0000950144-06-006128 Sample Contracts

GOODRICH CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 22nd, 2006 • Goodrich Corp • Guided missiles & space vehicles & parts • New York

Goodrich Corporation, a New York corporation (the “Company”), has made an offer (the “Exchange Offer”) to exchange (i) its 6.29% Notes due 2016 (the “2016 Notes”) to be issued pursuant to the Indenture, dated as of May 1, 1991 (the “Indenture”), between the Company, formerly The B.F. Goodrich Company, and The Bank of New York Trust Company, N.A, as successor trustee (the “Trustee”), and a Third Supplemental Indenture thereto dated the date of this Agreement between the Company and the Trustee (the “Third Supplemental Indenture”) and specified amounts of cash for any and all of its issued and outstanding (x) 7-1/2% Notes due 2008, (y) 6.45% Notes due 2008 and (z) 6.60% Notes due 2009 held by eligible holders; and (ii) its 6.80% Notes due 2036 (the “2036 Notes” and together with the 2016 Notes, the “Securities”) to be issued pursuant to the Indenture and a Fourth Supplemental Indenture thereto dated to date of this Agreement between the Company and the Trustee (together with the Third Su

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THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • June 22nd, 2006 • Goodrich Corp • Guided missiles & space vehicles & parts • New York

THIS THIRD SUPPLEMENTAL INDENTURE, dated as of June 22, 2006 (this “Supplemental Indenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and The Bank of New York 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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