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 First
Chicago Trust Company of New York (now
known as EquiServe Trust Company, N.A.),
as Rights Agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance
with Section 26 thereof, the following actions are hereby taken prior to
executing the Merger Agreement referred to below:
Section 1. Amendments to Rights Agreement. The
Rights Agreement is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1 of
the Rights Agreement is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Agreement to
the contrary, neither Northrop Grumman
Corporation nor any of its Affiliates or
Associates (hereinafter, collectively, "Northrop
Grumman") shall be deemed to be an Acquiring
Person, either individually or collectively,
solely by virtue of (i) the public announcement
of the Offer or the Merger, (ii) the acquisition
of shares of Common Stock of the Company
pursuant to the Merger Agreement, (iii) the
execution of the Merger Agreement or (iv) the
commencement of or the Consummation of the Offer
or the consummation of the Merger or of the
other transactions contemplated in the Merger
Agreement."
(b) The definition of "Beneficial Owner", "beneficially
own" and "Beneficial Ownership" in Section 1 of the Rights Agreement is
amended to add the following sentence at the end thereof:
"Furthermore, notwithstanding the foregoing,
Northrop Grumman shall not be deemed to be the
Beneficial Owner of, nor to Beneficially Own,
any of the Common Stock of the Company by reason
of the approval, execution, delivery,
performance, exercise of rights pursuant to,
amendment or consummation of any transaction
contemplated by the Merger Agreement."
(c) The definition of "Distribution Date" in Section 3(b)
of the Rights Agreement is amended to add the following sentence at the end
thereof:
"Notwithstanding anything in this Agreement to
the contrary, no Distribution Date shall be
deemed to have occurred solely as the result of
(i) the public announcement of the Offer or the
Merger, (ii) the acquisition of shares of Common
Stock of the Company pursuant to the Merger
Agreement, (iii) the execution of the Merger
Agreement or (iv) the commencement of or the
Consummation of the Offer or the consummation of
the Merger or of the other transactions
contemplated in the Merger Agreement."
(d) The definition of "Merger Agreement" in Section 1 of
the Rights Agreement is amended to read in its entirety as follows:
"Merger Agreement" means the Agreement and Plan
of Merger dated as of November 7, 2001, among
Northrop Grumman Corporation, Purchaser Corp. I
and the Company.
(e) The sentences added to the Rights Agreement by
Sections 1(a), 1(b) and 1(c) of Amendment No. 1 to the Rights Agreement are
hereby deleted.
Section 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be
governed by and construed in accordance with the law of the
State of Delaware applicable to contracts to be made and
performed entirely within such State.
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IN WITNESS WHEREOF, the Corporation and the Rights Agent
have caused this Amendment to be duly executed as of the day and year first
above written.
NEWPORT NEWS SHIPBUILDING INC.
by:
/s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Vice President,
General Counsel and Secretary
EQUISERVE TRUST COMPANY, N.A.,
as Rights Agent
by:
/s/ Xxxxxx X. Ferrari
---------------------------------
Name: Xxxxxx X. Ferrari
Title: Senior Managing Director
