0001181431-06-063740 Sample Contracts

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Agreement of Resignation, Appointment and Acceptance • November 15th, 2006 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

This Agreement of Resignation, Appointment and Acceptance dated as of November 9, 2006 is made by and among Rockwell Collins, Inc., a Delaware corporation having its principal office at 400 Collins Road NE, Cedar Rapids, IA 52498 (the "Issuer"), Citibank, N.A., a national banking association having its principal corporate trust office in New York, NY (the "Bank") and The Bank of New York Trust Company, N.A., a national banking association having its principal office in Los Angeles, CA ("BNYTC").

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 15th, 2006 • Rockwell Collins Inc • Aircraft parts & auxiliary equipment, nec • New York

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of December 4, 2006, among Rockwell Collins, Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company. N.A., as incoming trustee under the indenture referred to below (the "Incoming Trustee").

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