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 10, 1998 (the "Agreement"), the
Rights Agent and Newport News Shipbuilding Inc. desire to amend the
Agreement to appoint EquiServe Trust Company, N.A. as successor Rights
agent.
2. Effectiveness. This Amendment shall be effective as of October 2, 2001 (the
"Amendment") and all defined terms and definitions in the Agreement shall
be the same in the Amendment except as specifically revised by the
Amendment.
3. Revision. The section in the Agreement entitled "Change of Rights Agent" is
hereby deleted in its entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may
resign and be discharged from its duties under this Agreement upon 30 days'
notice in writing mailed to the Company and to each transfer agent of the
Common Shares or Preferred shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. The Company may
remove the Rights Agent or any successor Rights Agent, as the case may be,
and to each transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right Certificates
by first-class mail. If the Rights Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make such
appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated rights Agent or by the holder of a Right
Certificate (who shall, with such notice, submit such holder's Right
Certificate for inspection by the company), then the registered holder of
any Right Certificate may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation or
trust company organized and doing business under the laws of the United
States, in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or
examination by federal or state authority and which has individually or
combined with an affiliate at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100 million dollars. After
appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally
named as Rights Agent without further act or deed; but the predecessor
Rights Agent shall deliver and transfer to the successor Rights Agent any
property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not
later than the effective date of any such appointment the Company shall
file notice thereof in writing with the predecessor Rights Agent and each
transfer agent of the Common Shares or Preferred Shares, and mail a notice
thereof in writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.
2
4. Except as amended hereby, the Agreement and all schedules or exhibits
thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
in their names and on their behalf by and through their duly authorized
officers, as of this 2nd day of October, 2001.
NEWPORT NEWS FIRST CHICAGO TRUST
SHIPBUILDING INC. COMPANY OF NEW YORK
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxx
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By: Xxxxxxx X. Xxxxxxxx By: Xxxxxxx X. Xxxxx
Title: Vice President, Title: Senior Managing Director
General Counsel and Secretary
EQUISERVE TRUST
COMPANY, N.A.
/s/ Xxxxxx X. Ferrari
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By: Xxxxxx X. Ferrari
Title: Senior Managing Director
