EXHIBIT 4.7
--------------------------------------------------------------------------------
NEWPORT NEWS SHIPBUILDING INC.,
NEWPORT NEWS SHIPBUILDING AND DRY DOCK COMPANY,
NNS DELAWARE MANAGEMENT COMPANY
and
THE BANK OF NEW YORK, as Trustee
----------
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 11, 1996
to
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 YORK, as Trustee
----------
$200,000,000
8-5/8% Senior Notes Due 2006
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
ARTICLE I
ADDITIONAL GUARANTOR
Section 1.01 Additional Guarantor....................................... 1
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 Terms Defined.............................................. 2
Section 2.02 Indenture.................................................. 2
Section 2.03 Governing Law.............................................. 2
Section 2.04 Successors................................................. 2
Section 2.05 Multiple Counterparts...................................... 2
Section 2.06 Effectiveness.............................................. 2
Section 2.07 Trustee Disclaimer......................................... 2
Signatures............................................................... 4
THIS FIRST SUPPLEMENTAL INDENTURE dated as of December 11, 1996 ("First
Supplemental Indenture") among NEWPORT NEWS SHIPBUILDING INC., a Delaware
corporation (the "Company"), NEWPORT NEWS SHIPBUILDING AND DRY DOCK COMPANY, a
Virginia corporation ("Newport News"), NNS DELAWARE MANAGEMENT COMPANY, a
Delaware corporation ("NNS"), and THE BANK OF NEW YORK, as Trustee (the
"Trustee").
WHEREAS, the Company and Newport News heretofore executed and delivered to
the Trustee an Indenture dated as of November 26, 1996 (the "Indenture") in
respect of $200,000,000 aggregate principal amount of the Company's 8-5/8%
Senior Notes Due 2006; and
WHEREAS, there have been issued and are now outstanding under the Indenture
Securities in the aggregate principal amount of $200,000,000; and
WHEREAS, NNS was formed on December 3, 1996 and has become a Material
Subsidiary of the Company; and
WHEREAS, NNS desires by this First Supplemental Indenture, pursuant to
Section 9.01 of the Indenture, to expressly become a party to the Indenture and
become subject to the provisions of the Indenture as a Guarantor as required by
Section 10.07 of the Indenture; and
WHEREAS, the execution and delivery of this First Supplemental Indenture
has been authorized by a resolution of the Board of Directors of NNS; and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto and the
execution and delivery hereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party hereto
agrees as follows for the benefit of each other party and for the equal and
ratable benefit of the Holders of the Securities:
ARTICLE I
ADDITIONAL GUARANTOR
Section 1.01. Additional Guarantor. NNS hereby expressly and
unconditionally agrees to be bound by and subject
to all the provisions of the Indenture as a Guarantor and to execute and deliver
a Guarantee of the Securities substantially in the form set forth in Exhibit A
to the Indenture, as required by Sections 10.06 and 10.07 of the Indenture. For
all purposes of the Indenture, NNS shall be deemed a party to the Indenture by
virtue of its execution of this First Supplemental Indenture and the defined
term the "Guarantor" contained in Section 1.01 of the Indenture shall be deemed
to expressly include NNS.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 Terms Defined. For all purposes of this First Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.02 Indenture. Except as amended hereby, the Indenture and the
Securities are in all respects ratified and confirmed and all the terms shall
remain in full force and effect.
Section 2.03 Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS FIRST SUPPLEMENTAL INDENTURE WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.
Section 2.04 Successors. All agreements of NNS in this First Supplemental
Indenture and its Guarantee shall bind its successor. All agreements of the
Trustee in this First Supplemental Indenture shall bind its successor.
Section 2.05 Multiple Counterparts. The parties may sign multiple
counterparts of this First Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
Section 2.06 Effectiveness. The provisions of this First Supplemental
Indenture will take effect immediately upon its execution and delivery by the
parties hereto pursuant to Section 9.01 of the Indenture.
Section 2.07 Trustee Disclaimer. The Trustee shall not be responsible for
any recital herein, all of which are
made solely by the Company, Newport News and NNS, or the validity of the
execution by the Company, Newport News and NNS of this First Supplemental
Indenture. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
[Signature Pages Follow]
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first written above.
NEWPORT NEWS SHIPBUILDING INC.
/s/ X. X. Xxxxx
By:____________________________
Name: X. X. Xxxxx
Title: Treasurer
NEWPORT NEWS SHIPBUILDING AND
DRY DOCK COMPANY
/s/ X. X. Xxxxx
By:____________________________
Name: X. X. Xxxxx
Title: Treasurer
NNS DELAWARE MANAGEMENT COMPANY
/s/ X. X. Xxxxx
By:____________________________
Name: X. X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK, as Trustee
/s/ Xxxxx Xxxxxx
By:____________________________
Name: Xxxxx Xxxxxx
Title: Assistant Treasurer
