Exhibit 10.1
AMENDMENT NO. 1 TO
RIGHTS AGREEMENT
NEWPORT NEWS SHIPBIULDING INC.
Amendment No. 1, dated as of March 25, 1997 (the
"Amendment"), to the Rights Agreement, dated as of December 11,1996 (the
"Agreement"), between Newport News Shipbuilding Inc., a Delaware corporation
(the "Company"), and First Chicago Trust Company of New York (the "Agent").
Capitalized terms used herein and not otherwise defined have the respective
meanings therefor set forth in the Agreement.
WITNESSETH:
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WHEREAS, the Company and the Rights Agent entered into
the Agreement; and
WHEREAS, on March 25, 1997, the Board of Directors of
the Company, in accordance with Section 26 of the Agreement, determined it
desirable and in the best interest of the Company and its stockholders to
supplement and amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
Section 1. Amendment to Section 11(a)(ii)(B). Section
11(a)(ii)(B) of the Agreement is hereby amended so as to read in its entirety as
follows:
(B) the Board of Directors of the Company
shall declare any person to be an Adverse Person, upon
a determination that such Person, alone or together
with its Affiliates and Associates, has, at any time
after the Rights Dividend Declaration Date, become the
Beneficial Owner
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of an amount of Common Stock that the Board of
Directors determines to be substantial (which amount
shall in no event be less than 15% of the shares of
Common Stock then outstanding) and a determination by
at least a majority of the members of the Board of
Directors who are not officers of the Company, after
reasonable inquiry and investigation, including
consultation with such persons as the directors shall
deem appropriate, that (a) such Beneficial Ownership
by such Person is intended to cause the Company to
repurchase the Common Stock beneficially owned by such
Person or to cause pressure on the Company to take
action or enter into a transaction or series of
transactions intended to provide such Person with
short-term financial gain under circumstances where
the Board of Directors determined that the best
long-term interests of the Company and its
stockholders would not be served by taking such action
or entering into such transactions or series of
transactions at that time or (b) such Beneficial
Ownership is causing or reasonably likely to cause a
material adverse impact (including, but not limited
to, impairment of relationships with customers or
impairment of the Company's ability to maintain its
competitive position) on the business or prospects of
the Company,
Section 2. Amendment to Section
11(q). Section 11(q) of the Agreement is hereby amended so as to read in its
entirety as follows:
(q) The failure by the
Board of Directors to declare a Person to be an
Adverse Person following such Person becoming the
Beneficial Owner of 15% or more of the outstanding
Common Stock shall not imply that such Person is not
an Adverse Person or limit the Board of Directors'
right at any time in the future to declare such Person
to be an Adverse Person.
Section 3. Agreement as Amended. The term "Agreement"
as used in the Agreement shall be deemed to refer to the Agreement as amended
hereby. This Amendment shall be effective as of the date hereof and, except as
set forth herein, the Agreement shall remain in full force and effect and be
otherwise unaffected hereby.
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Section 4. Counterparts. This Amendment may be
executed in any number of counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
Section 5. Governing Law. This Amendment shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts made and to be performed entirely within such
State. IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: NEWPORT NEWS SHIPBUILDING INC.
By: /s/ Xxxxx X. X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxx
Xxxxxx: Assistant Secretary Xxxxxx: Vice President and General
Counsel
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Xxxxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Xxxxxx: Account Officer Xxxxxx: Vice President
