AmongMerger Agreement • January 22nd, 1999 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
ARTICLE 1 THE OFFER Section 1.1 The Offer...................................................... 1 Section 1.2 Company Action................................................. 4 Section 1.3 Directors.........................................................Merger Agreement • November 8th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
Exhibit 4 AMENDMENT NO. 3 dated as of November 7, 2001, to the Rights Agreement dated as of June 10, 1998, as amended on April 24, 2001 and on October 2, 2001 (the "Rights Agreement"), by and between Newport News Shipbuilding Inc. (the "Company") and...Rights Agreement • November 8th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
EXHIBIT 3 AMENDMENT TO RIGHTS AGREEMENT (AMENDMENT NO. 2) 1. General Background. In accordance with Section 26 of the Rights Agreement between First Chicago Trust Company of New York (the "Rights Agent") and Newport News Shipbuilding Inc. dated June...Rights Agreement • November 8th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing
THIRD AMENDMENT TO THE TRUST AGREEMENT FOR NEWPORT NEWS SHIPBUILDING INC. BENEFITS PROTECTION PLANSTrust Agreement • July 19th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Virginia
andRights Agreement • February 27th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • April 25th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
Exhibit 10.8 FIRST AMENDMENT TO THE TAX SHARING AGREEMENT -------------------------------------------- This FIRST AMENDMENT (the "Amendment") to the TAX SHARING AGREEMENT, dated as of December 11, 1996 (the "Agreement") among Tenneco Inc., a Delaware...Tax Sharing Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
EXHIBIT 4.2 RIGHTS AGREEMENT ---------------- RIGHTS AGREEMENT, dated as of ______ __, 1996 (the "Agreement"), between Newport News Shipbuilding Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights...Rights Agreement • October 30th, 1996 • Newport News Shipbuilding Inc • Delaware
4. Use of Trademark. When using the Trademark under this Agreement, Licensee undertakes to comply substantially with all laws pertaining to the Trademark. This provision includes compliance with marking requirements. Licensee represents and warrants...Trademark License Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
betweenRights Agreement • June 10th, 1998 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
15G. TOTAL AMOUNT OF CONTRACT ) 17,697,599.00 --------------------------------- ------------------------------------------------------------------------------- -------------------- 16. TABLE OF CONTENTS ------------------------------------...Contract • March 29th, 2000 • Newport News Shipbuilding Inc • Ship & boat building & repairing
PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement"), is made and entered into this 22nd day of August, 1996, between Tenneco Technology Services Inc. a Delaware corporation with its principal offices at 8401 New Trail...Professional Services Agreement • November 4th, 1996 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
INDENTUREFirst Supplemental Indenture • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
WITNESSETH: ----------Rights Agreement • April 1st, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NO. ____ NEWPORT NEWS SHIPBUILDING _____________________________________________________________ 4101 WASHINGTON AVENUE 9B. DATED (SEE ITEM 11) NEWPORT...Amendment • July 19th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing
June 1, 1998Employment Agreement • August 4th, 1998 • Newport News Shipbuilding Inc • Ship & boat building & repairing
January 31, 2001Employment Agreement • March 26th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing
INSURANCE AGREEMENT This Insurance Agreement (the "AGREEMENT") is made and entered into as of this 11th day of December, 1996, by and among Tenneco Inc., a Delaware corporation ("TENNECO"), New Tenneco Inc., a Delaware corporation ("INDUSTRIAL...Insurance Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
Exhibit 10.11 February 4, 1999 Mr. William P. Fricks 2327 West Island Road Williamsburg, Virginia 23185 Dear Bill: As Chairman of the Compensation and Benefits Committee ("Compensation Committee") of the Board of Directors of Newport News Shipbuilding...Employment Agreement • March 29th, 1999 • Newport News Shipbuilding Inc • Ship & boat building & repairing
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES U 1/60 ------------------------------------------------------------------ ------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION...Amendment of Solicitation/Modification of Contract • March 29th, 2000 • Newport News Shipbuilding Inc • Ship & boat building & repairing
June 1, 1998Employment Agreement • August 4th, 1998 • Newport News Shipbuilding Inc • Ship & boat building & repairing
SECOND AMENDMENT TO THE TRUST AGREEMENT FOR NEWPORT NEWS SHIPBUILDING INC. BENEFITS PROTECTION PLANSTrust Agreement • July 19th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Virginia
EXHIBIT 10.2 AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "Amendment") is made and entered into as of this 11th day of December, 1996 by and among TENNECO INC., a Delaware corporation ("Tenneco"), NEW...Distribution Agreement • February 7th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
TAX SHARING AGREEMENT This Agreement is entered into as of December 11, 1996 by and between Tenneco Inc., a Delaware corporation ("Tenneco"), Newport News Shipbuilding Inc. (formerly known as Tenneco InterAmerica Inc.), a Delaware corporation...Tax Sharing Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
EXHIBIT 10.5 EXHIBIT Q TO DISTRIBUTION AGREEMENT TRADEMARK TRANSITION LICENSE AGREEMENT Agreement made as of , ("Effective Date") by and between [Industrial Company], a corporation organized and existing under the laws of the State of Delaware, whose...Trademark Transition License Agreement • October 30th, 1996 • Newport News Shipbuilding Inc • Delaware
DISTRIBUTION AGREEMENT AMONG TENNECO INC., NEW TENNECO INC. AND NEWPORT NEWS SHIPBUILDING INC. (FORMERLY KNOWN AS TENNECO INTERAMERICA INC.) DATED AS OF NOVEMBER 1, 1996Distribution Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and (ii) the Old...Exchange Agent Agreement • February 7th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
------------------------------------------------------------------------------- INDENTURE DATED AS OF NOVEMBER 26, 1996 AMONG NEWPORT NEWS SHIPBUILDING INC., AS ISSUER, NEWPORT NEWS SHIPBUILDING AND DRY DOCK COMPANY, AS GUARANTOR, AND THE BANK OF NEW...Indenture • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
2.03. NO ADDITIONAL EMPLOYMENT RIGHTS CREATED. Nothing in this Agreement shall give any Active Employee of any Group any right to continued employment by any member of that Group or any other Group beyond the Distribution Date, which is in addition to...Benefits Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
Exhibit 11.1, 1st Quarter 1997 ----------------------------------------------------------------------------- Form 10-Q, Commission File Number 1-12385 NEWPORT NEWS SHIPBUILDING INC. STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)Form 10-Q • May 8th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
AMENDMENT TO THE AMENDED AND RESTATED STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT WHEREAS, under Section 6.2 of the Amended and Restated Stock Employee Compensation Trust Agreement (the "Trust Agreement"), dated as of August 1, 2000, by and between...Stock Employee Compensation Trust Agreement • October 25th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
EXECUTION COPY COMPANY STOCK OPTION AGREEMENT dated as of January 19, 1999 between AVONDALE INDUSTRIES, INC., a Louisiana corporation ("Issuer"), and NEWPORT NEWS SHIPBUILDING INC., a Delaware corporation ("Grantee"). WHEREAS Issuer and Grantee are...Company Stock Option Agreement • January 22nd, 1999 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 19, 1996 AMONG EL PASO NATURAL GAS COMPANY, EL PASO MERGER COMPANY AND TENNECO INC.Agreement and Plan of Merger • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
NEWPORT NEWS SHIPBUILDING INC. $200,000,000 8 5/8% SENIOR NOTES DUE 2006 AND $200,000,000 9 1/4% SENIOR SUBORDINATED NOTES DUE 2006 PURCHASE AGREEMENT November 21, 1996 J.P. Morgan Securities Inc. CS First Boston Corporation Morgan Stanley & Co....Purchase Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
