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Subscribers | 2003 |
Supplemental Indenture [No. 3]
Supplemental Indenture [No. 3] (51K)
Doc #174904: Click preview link for longer preview.
THIRD SUPPLEMENTAL INDENTURE
Dated as of August 14, 2003
among
GENERAL DYNAMICS CORPORATION
and
THE GUARANTORS
and
THE BANK OF NEW YORK,
as Trustee
to the
INDENTURE
Dated as of August 27, 2001
Providing for the issuance of
4.500% Notes due 2010
and 5.375% Notes due 2015
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of August 14, 2003 (this Third Supplemental Indenture), among General Dynamics Corporation, a Delaware corporation (the Company), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as trustee (the Trustee) to the Indenture, dated as of August 27, 2001 (the Base Indenture), among the Company, the guarantors named therein and the Trustee, as previously supplemented by the First Supplemental Indenture, dated as of August 27, 2001, among the Company, the guarantors named therein and the Trustee and the Second Supplemental Indenture, dated as of May 15, 2003, among the Company, the guarantors named therein and the Trustee.
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Base Indenture to provide for the issuance from time to time of Securities (as defined in the Base Indenture) of the Company, to be issued in one or more series;
WHEREAS, Section 9.01(5) of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purpose of establishing the designation, form, terms and provisions of Securities of any series as provided by Articles 2 and 3 of the Base Indenture;
WHEREAS, the Company (i) desires the issuance of two new separate series of Securities to be designated as hereinafter provided and (ii) has requested the Trustee to enter into this Third Supplemental Indenture for the purpose of establishing the designation, form, terms and provisions of the Securities of such series;
WHEREAS, all action on the part of the Company necessary to authorize the issuance of said Securities under the Base Indenture and this Third Supplemental Indenture has been duly taken.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
That, in order to establish the designation, form, terms and provisions of, and to authorize the authentication and delivery of, said Securities, and in consideration of the acceptance of said Securities by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
2
ARTICLE I
DEFINITIONS
(a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Base Indenture.
(b) The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.
(c) For all purposes of this Third Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms).
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.
Comparable Treasury Price means, with respect to any Redemption Date for the Notes, the average of four Reference Treasury Dealer Quotations obtained by the Trustee for that applicable Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Trustee.
Guarantors means, initially, American Overseas Marine Corporation, a Delaware corporation, Bath Iron Works Corporation, a Maine corporation, Electric Boat Corporation, a Delaware corporation, General Dynamics Armament and Technical Products, Inc., a Delaware corporation, General Dynamics Government Systems Corporation, a Delaware corporation, General Dynamics Land Systems Inc., a Delaware corporation, General Dynamics Ordnance and Tactical Systems, Inc., a Virginia corporation, Gulfstream Aerospace Corporation, a Delaware corporation, Material Service Resources Company, a Delaware corporation, and National Steel and Shipbuilding Company, a Nevada corporation.
Independent Investment Banker means one of the Reference Treasury Dealers, to be appointed by the Company.
174904
|
 BofA Securities
As referenced in this Supplemental Indenture [No. 3]:
Banc of America Securities – York City time, on the third Business Day preceding the Redemption Date.
Reference Treasury Dealer means each of Bear, Stearns & Co. Inc. and Banc of America Securities LLC (so long as they continue to be primary U.S. Government securities dealers) and any two other primary U.S. Government securities
_____________
Banc of America Securities – any two other primary U.S. Government securities dealers chosen by the Company, and their respective successors. If Bear, Stearns & Co. Inc. or Banc of America Securities LLC ceases to be a primary U.S. Government securities dealer, the Company will appoint in its place another nationally recognized investment banking
_____________
dt 93752
;
|
BNY
As referenced in this Supplemental Indenture [No. 3]:
BANK OF NEW YORK, – Dated as of August 14, 2003
among
GENERAL DYNAMICS CORPORATION
and
THE GUARANTORS
and
THE BANK OF NEW YORK,
as Trustee
to the
INDENTURE
Dated as of August 27, 2001
Providing for the
Bank of New York, – General Dynamics Corporation, a Delaware corporation (the Company), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as trustee (the Trustee) to the Indenture, dated as
BANK OF NEW YORK, – the Notes due 2010 herein referred to in the within-mentioned indenture.
Dated:__________________
THE BANK OF NEW YORK, as Trustee
By:_______________________
Authorized Signatory
12
(FORM OF REVERSE OF NOTE DUE 2010)
Bank of New York, – duly executed and delivered by and among the Company, the Guarantors named therein and The Bank of New York, as trustee (the Trustee), as supplemented to date, including by the Third Supplemental Indenture
BANK OF NEW YORK, – the Notes due 2015 herein referred to in the within-mentioned indenture.
Dated: ____________________
THE BANK OF NEW YORK, as Trustee
By:___________________
Authorized Signatory
22
(FORM OF REVERSE OF NOTE DUE 2015)
dt 42432
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Subscribers | 2003 |
Supplemental Indenture [No. 2]
Supplemental Indenture [No. 2] (69K)
Doc #174941: Click preview link for longer preview.
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 15, 2003
among
GENERAL DYNAMICS CORPORATION
and
THE GUARANTORS
and
THE BANK OF NEW YORK,
as Trustee
to the
INDENTURE
Dated as of August 27, 2001
Providing for the issuance of
2.125% Notes due 2006,
3.000% Notes due 2008
and 4.250% Notes due 2013
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 15, 2003 (this Second Supplemental Indenture), among General Dynamics Corporation, a Delaware corporation (the Company), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as trustee (the Trustee) to the Indenture, dated as of August 27, 2001 (the Base Indenture), among the Company, the guarantors named therein and the Trustee, as previously supplemented by the First Supplemental Indenture, dated as of August 27, 2001, among the Company, the guarantors named therein and the Trustee.
WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Base Indenture to provide for the issuance from time to time of Securities (as defined in the Base Indenture) of the Company, to be issued in one or more series;
WHEREAS, Section 9.01(5) of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purpose of establishing the designation, form, terms and provisions of Securities of any series as provided by Articles 2 and 3 of the Base Indenture;
WHEREAS, the Company (i) desires the issuance of three new separate series of Securities to be designated as hereinafter provided and (ii) has requested the Trustee to enter into this Second Supplemental Indenture for the purpose of establishing the designation, form, terms and provisions of the Securities of such series;
WHEREAS, all action on the part of the Company necessary to authorize the issuance of said Securities under the Base Indenture and this Second Supplemental Indenture has been duly taken.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
That, in order to establish the designation, form, terms and provisions of, and to authorize the authentication and delivery of, said Securities, and in consideration of the acceptance of said Securities by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
2
ARTICLE I
DEFINITIONS
(a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Base Indenture.
(b) The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.
(c) For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms).
Comparable Treasury Issue means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.
Comparable Treasury Price means, with respect to any Redemption Date for the Notes, the average of four Reference Treasury Dealer Quotations obtained by the Trustee for that applicable Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Trustee.
Guarantors means, initially, American Overseas Marine Corporation, a Delaware corporation, Bath Iron Works Corporation, a Maine corporation, Electric Boat Corporation, a Delaware corporation, General Dynamics Armament and Technical Products, Inc., a Delaware corporation, General Dynamics Government Systems Corporation, a Delaware corporation, General Dynamics Land Systems Inc., a Delaware corporation, General Dynamics Ordnance and Tactical Systems, Inc., a Virginia corporation, Gulfstream Aerospace Corporation, a Delaware corporation, Material Service Resources Company, a Delaware corporation, and National Steel and Shipbuilding Company, a Nevada corporation.
Independent Investment Banker means one of the Reference Treasury Dealers, to be appointed by the Company.
174941
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BofA Securities
As referenced in this Supplemental Indenture [No. 2]:
Banc of America Securities – New York City time, on the third Business Day preceding the Redemption Date.
Reference Treasury Dealer means each of Bear, Stearns & Co. Inc., Banc of America Securities LLC (so long as they continue to be primary U.S. Government securities dealers) and any two other primary U.S. Government securities
_____________
Banc of America Securities – any two other primary U.S. Government securities dealers chosen by the Company, and their respective successors. If Bear, Stearns & Co. Inc. or Banc of America Securities LLC ceases to be a primary U.S. Government securities dealer, the Company will appoint in its place another nationally recognized investment banking
_____________
dt 93759
;
|
BNY
As referenced in this Supplemental Indenture [No. 2]:
BANK OF NEW YORK, – Dated as of May 15, 2003
among
GENERAL DYNAMICS CORPORATION
and
THE GUARANTORS
and
THE BANK OF NEW YORK,
as Trustee
to the
INDENTURE
Dated as of August 27, 2001
Providing for the
Bank of New York, – General Dynamics Corporation, a Delaware corporation (the Company), the Guarantors (as defined herein) and The Bank of New York, a New York banking corporation, as trustee (the Trustee) to the Indenture, dated as
BANK OF NEW YORK, – as the Notes due 2006 herein referred to in the within-mentioned indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By:
Authorized Signatory
13
(FORM OF REVERSE OF NOTE DUE 2006)
This
Bank of New York – duly executed and delivered by and among the Company, the Guarantors named therein and The Bank of New York as Trustee (the Trustee), as supplemented to date, including by the Second Supplemental Indenture dated
BANK OF NEW YORK, – as the Notes due 2008 herein referred to in the within-mentioned indenture.
Dated:
THE BANK OF NEW YORK, as Trustee
By:
Authorized Signatory
23
(FORM OF REVERSE OF NOTE DUE 2008)
This
dt 42443
|
| Subscribers | 2003 |
Supplemental Indenture [No. 2]
Supplemental Indenture [No. 2] (11K)
Doc #201440: This document is immediately available for purchase, but does not have a preview available for viewing.
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>4
<FILENAME>g81057exv4w12.txt
<DESCRIPTION>SECOND SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
EXHIBIT 4.12
COLTEC INDUSTRIES INC,
ENPRO INDUSTRIES, INC.,
GOODRICH CORPORATION,
AND
THE BANK OF NEW YORK,
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF MAY 31, 2002
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of May 31,
2002, among Coltec Industries Inc, a Pennsylvania
corporation (the "Company"), EnPro Industries, Inc.,
a North Carolina corporation ("EnPro"), Goodrich
Corporation, a New York corporation ("Goodrich"), and
The Bank of New York, a New York banking corporation,
as trustee (herein called the "Trustee"). Terms not
defined herein shall have the meanings assigned to
them in the Indenture (as defined below).
RECITALS
WHEREAS, the Company and the Trustee are parties to an Indenture, dated
as of April 14, 1998 (as amended prior to the date hereof, the "Indenture"),
relating to the Company's 5 1/4% Convertible Junior Subordinated Deferrable
Interest Debentures due 2028 (the "Securities");
WHEREAS, concurrently with the execution of this Second Supplemental
Indenture, Goodrich is spinning off EnPro through a distribution of EnPro's
common stock to Goodrich shareholders (the "Distribution"), in which Goodrich
shareholders will receive one share of the common stock, par value $.01 per
share, of EnPro ("EnPro Common Stock") for each five shares of the common stock,
par value $5 per share, of Goodrich ("Goodrich Common Stock") that they hold;
WHEREAS, the Company is a wholly-owned subsidiary of EnPro;
WHEREAS, pursuant to Section 13.08 of the Indenture, the Company has
determined that, immediately following the Distribution, the Securities will be
convertible into a combination of Goodrich Common Stock and EnPro Common Stock,
and that such adjustment shall be made in lieu of any other adjustment to the
conversion ratio of the Securities as a result of the Distribution pursuant to
Article XIII of the Indenture;
WHEREAS, each of EnPro and Goodrich agrees to be bound by the
conversion and adjustment provisions set forth in the Indenture;
WHEREAS, Section 9.01 of the Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee may enter into a supplemental
indenture, without the consent of any Holder, to, among other things, make
provision with respect to the conversion rights of Holders pursuant to the
requirements of Article XIII of the Indenture; and
WHEREAS, the Company and the Trustee have determined that this Second
Supplemental Indenture complies with Section 9.01 of the Indenture and does not
require the consent of any Holders and, on the basis of the foregoing, the
Trustee has determined that this First Supplemental Indenture is in form
satisfactory to it.
<PAGE>
NOW, THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and ratable benefit of the
Holders, as follows:
ARTICLE I
ADJUSTMENT OF CONVERSION RATE IN CONNECTION WITH DISTRIBUTION
Section 1.1. Conversion Rights. The Company hereby provides in
accordance with Section 13.08 of the Indenture that the Holder of each Security
outstanding immediately after the Distribution shall have the right, during the
period such Security shall be convertible as specified in Section 13.01 of the
Indenture, to convert such Security only into a combination of (a) 0.955248 of a
share of Goodrich Common Stock, and (b) 0.1910496 of a share of EnPro Common
Stock, subject to future adjustment subsequent to the Distribution as provided
in Article XIII of the Indenture.
ARTICLE II
FUTURE ADJUSTMENTS IN CONVERSION RATE
Section 2.1. Adjustment. Goodrich and EnPro unconditionally agree, as
required by Section 13.04 of the Indenture, to make any adjustments provided for
in Article XIII of the Indenture. Notwithstanding anything herein to the
contrary, the Company shall remain obligated under the Indenture and the
Securities, in accordance with the terms of the Indenture, as supplemented
hereby.
ARTICLE III
ACCEPTANCE OF SUPPLEMENTAL INDENTURE
Section 3.1. Trustee's Acceptance. The Trustee hereby accepts this
Second Supplemental Indenture and agrees to perform the same under the terms and
conditions set forth in the Indenture.
ARTICLE IV
GENERAL PROVISIONS
201440
|
EnPro Industries
As referenced in this Supplemental Indenture [No. 2]:
enpro – SECOND SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>
EXHIBIT 4.12
COLTEC INDUSTRIES INC,
ENPRO INDUSTRIES, INC.,
GOODRICH CORPORATION,
AND
THE BANK OF NEW YORK,
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
enpro – dated as of May 31,
2002, among Coltec Industries Inc, a Pennsylvania
corporation (the "Company"), EnPro Industries, Inc.,
a North Carolina corporation ("EnPro"), Goodrich
Corporation, a New York corporation ("Goodrich"), and
"enpro" – Coltec Industries Inc, a Pennsylvania
corporation (the "Company"), EnPro Industries, Inc.,
a North Carolina corporation ("EnPro" ), Goodrich
Corporation, a New York corporation ("Goodrich"), and
The Bank of New York, a
enpro – Securities");
WHEREAS, concurrently with the execution of this Second Supplemental
Indenture, Goodrich is spinning off EnPro through a distribution of EnPro's
common stock to Goodrich shareholders (the "Distribution"), in which
enpro' – execution of this Second Supplemental
Indenture, Goodrich is spinning off EnPro through a distribution of EnPro' s
common stock to Goodrich shareholders (the "Distribution"), in which Goodrich
shareholders will receive one
dt 5601
;
|
BNY
As referenced in this Supplemental Indenture [No. 2]:
BANK OF NEW YORK, – PAGE>
EXHIBIT 4.12
COLTEC INDUSTRIES INC,
ENPRO INDUSTRIES, INC.,
GOODRICH CORPORATION,
AND
THE BANK OF NEW YORK,
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF MAY 31, 2002
<PAGE>
Bank of New York, – Inc.,
a North Carolina corporation ("EnPro"), Goodrich
Corporation, a New York corporation ("Goodrich"), and
The Bank of New York, a New York banking corporation,
as trustee (herein called the "Trustee"). Terms not
defined
BANK OF NEW YORK, – CORPORATION
By: /s/ Scott E. Kuechle
----------------------------------------
Name: Scott E. Kuechle
Title: Vice President & Treasurer
THE BANK OF NEW YORK, as Trustee
By: /s/ Dorothy Miller
----------------------------------------
Name: Dorothy Miller
Title: Vice President
5
</
dt 42856
|
| Preview
Subscribers | 2002 |
Supplemental Indenture [No. 2]
Supplemental Indenture [No. 2] (11K)
Doc #201521: Click preview link for longer preview.
COLTEC INDUSTRIES INC,
ENPRO INDUSTRIES, INC.,
GOODRICH CORPORATION,
AND
THE BANK OF NEW YORK,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of ___________________________, 2002
<PAGE>
SECOND SUPPLEMENTAL INDENTURE, dated as of
______________________, 2002, among Coltec
Industries Inc, a Pennsylvania corporation (the
"Company"), EnPro Industries, Inc., a North
Carolina Corporation ("EnPro"), Goodrich
Corporation, a New York corporation ("Goodrich"),
and The Bank of New York, a New York banking
corporation, as trustee (herein called the
"Trustee"). Terms not defined herein shall have
the meanings assigned to them in the Indenture (as
defined below).
RECITALS
WHEREAS, the Company and the Trustee are parties to an Indenture,
dated as of April 14, 1998 (as amended prior to the date hereof, the
"Indenture"), relating to the Company's 5 1/4% Convertible Junior Subordinated
Deferrable Interest Debentures due 2028 (the "Securities");
WHEREAS, concurrently with the execution of this Second Supplemental
Indenture, Goodrich is spinning off EnPro through a distribution of EnPro's
common stock to Goodrich shareholders (the "Distribution"), in which Goodrich
shareholders will receive one share of the common stock, par value $.01 per
share, of EnPro ("EnPro Common Stock") for each five shares of the common stock,
par value $5 per share, of Goodrich ("Goodrich Common Stock") that they hold;
WHEREAS, the Company is a wholly-owned subsidiary of EnPro;
WHEREAS, pursuant to Section 13.08 of the Indenture, the Company has
determined that, immediately following the Distribution, the Securities will be
convertible into a combination of Goodrich Common Stock and EnPro Common Stock,
and that such adjustment shall be made in lieu of any other adjustment to the
conversion ratio of the Securities as a result of the Distribution pursuant to
Article XIII of the Indenture;
WHEREAS, each of EnPro and Goodrich agrees to be bound by the
conversion and adjustment provisions set forth in the Indenture;
WHEREAS, Section 9.01 of the Indenture provides that the Company, when
authorized by a Board Resolution, and the Trustee may enter into a supplemental
indenture, without the consent of any Holder, to, among other things, make
provision with respect to the conversion rights of Holders pursuant to the
requirements of Article XIII of the Indenture; and
WHEREAS, the Company and the Trustee have determined that this Second
Supplemental Indenture complies with Section 9.01 of the Indenture and does not
require the consent of any Holders and, on the basis of the foregoing, the
Trustee has determined that this First Supplemental Indenture is in form
satisfactory to it.
NOW, THEREFORE, for and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and ratable benefit of the
Holders, as follows:
201521
|
EnPro Industries
As referenced in this Supplemental Indenture [No. 2]:
enpro – INDENTURE
<TEXT>
<PAGE>
Exhibit 4.12
FORM OF
COLTEC INDUSTRIES INC,
ENPRO INDUSTRIES, INC.,
GOODRICH CORPORATION,
AND
THE BANK OF NEW YORK,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
enpro – INDENTURE, dated as of
______________________, 2002, among Coltec
Industries Inc, a Pennsylvania corporation (the
"Company"), EnPro Industries, Inc., a North
Carolina Corporation ("EnPro"), Goodrich
Corporation, a New York corporation ("Goodrich"),
and
"enpro" – Coltec
Industries Inc, a Pennsylvania corporation (the
"Company"), EnPro Industries, Inc., a North
Carolina Corporation ("EnPro" ), Goodrich
Corporation, a New York corporation ("Goodrich"),
and The Bank of New York, a
enpro – Securities");
WHEREAS, concurrently with the execution of this Second Supplemental
Indenture, Goodrich is spinning off EnPro through a distribution of EnPro's
common stock to Goodrich shareholders (the "Distribution"), in which
enpro' – execution of this Second Supplemental
Indenture, Goodrich is spinning off EnPro through a distribution of EnPro' s
common stock to Goodrich shareholders (the "Distribution"), in which Goodrich
shareholders will receive one
dt 5670
;
|
BNY
As referenced in this Supplemental Indenture [No. 2]:
BANK OF NEW YORK, – Exhibit 4.12
FORM OF
COLTEC INDUSTRIES INC,
ENPRO INDUSTRIES, INC.,
GOODRICH CORPORATION,
AND
THE BANK OF NEW YORK,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of ___________________________, 2002
<PAGE>
SECOND
Bank of New York, – Inc., a North
Carolina Corporation ("EnPro"), Goodrich
Corporation, a New York corporation ("Goodrich"),
and The Bank of New York, a New York banking
corporation, as trustee (herein called the
"Trustee"). Terms not defined
BANK OF NEW YORK, – By:
----------------------------------------
Name:
Title:
ENPRO INDUSTRIES, INC.
By:
----------------------------------------
Name:
Title:
GOODRICH CORPORATION
By:
----------------------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
----------------------------------------
Name:
Title:
-5-
</TEXT>
</DOCUMENT>
dt 42868
;
Coltec Industries Inc.
|
| Preview
Subscribers | 2003 |
Supplemental Indenture [No. 1]
Supplemental Indenture [No. 1] (104K)
Doc #220285: Click preview link for longer preview.
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF , 2004
TO
INDENTURE
DATED AS OF MAY 15, 2003
FIRST SUPPLEMENTAL INDENTURE dated as of , 2004, by and among THE TITAN CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter the Company), the Subsidiary Guarantors named on the signature pages hereof (collectively, the Guarantors), LMC LLC One, LLC (LMC LLC One), Lockheed Martin Corporation (Lockheed Martin) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (hereinafter called the Trustee).
WHEREAS, the Company has heretofore executed and delivered an indenture dated as of May 15, 2003 (the Original Indenture), by and among the Company, the Guarantors and the Trustee, pursuant to which the Company has issued $200,000,000 aggregate principal amount of 8% Senior Subordinated Notes due 2011 (the Notes) and the Guarantors have executed and delivered their guarantees of the Notes (the Guarantees); and
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of September 15, 2003 (the Merger Agreement), among Lockheed Martin, LMC Sub and the Company, the Company will merge with and into LMC LLC One (the Merger) and become a wholly owned subsidiary of Lockheed Martin; and
WHEREAS, in connection with the Merger, the Company has commenced the Exchange Offer and Consent Solicitation (each as defined below); and
WHEREAS, Section 9.1 of the Original Indenture provides that, without the consent of any Holder of a Note, the Company, the Guarantors and the Trustee may amend or supplement the Original Indenture to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights thereunder of any Holder of a Note; and
WHEREAS, Section 9.2 of the Original Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Original Indenture, the Notes and the Guarantees, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes; and
WHEREAS, the Holders of at least a majority in aggregate principal amount of the Notes outstanding as of the date hereof have consented in the Consent Solicitation to the amendments to the Original Indenture hereinafter set forth and the execution of this First Supplemental Indenture; and
WHEREAS, all conditions to the entering of this First Supplemental Indenture have been satisfied; and
WHEREAS, the Company, the Guarantors, Lockheed Martin, LMC LLC One and the Trustee desire to enter into this First Supplemental Indenture to effect the amendments to the Original Indenture, to release the Guarantors from their guarantee obligations under the Indenture and to add Lockheed Martin as a Guarantor under the Indenture;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and of the acceptance of this trust by the Trustee, and of other valuable
-2-
consideration, the receipt whereof is hereby acknowledged, it is hereby covenanted, declared and agreed by and between the parties hereto, for the benefit of Holders of the Notes, as follows:
SECTION 1.
DEFINITIONS
As used herein, the following terms shall have the meanings set forth below.
Consent Solicitation means the Consent Solicitation made by the Company commencing , 2003, to obtain the consents of Holders necessary to effect (i) certain of the amendments to the Indenture set forth in this First Supplemental Indenture, (ii) the release of the Guarantors under the Indenture and (iii) certain amendments to the Registration Rights Agreement dated as of May 15, 2003 among the Company and the other parties named on the signature pages thereto, all as set forth in the S-4 Registration Statement.
Effective Time of the Merger means the time at which the merger of the Company and LMC LLC One shall be effective under the terms of the Merger Agreement.
Exchange Offer means the offer by the Company and Lockheed Martin commencing , 2003, to effect (i) an offer to exchange the Notes for fully registered notes with terms substantially identical, subject to the amendments to be effected by this First Supplemental Indenture, to the Notes and (ii) a full and unconditional guarantee of payment of the Notes as so amended by Lockheed Martin, all as set forth in the S-4 Registration Statement.
S-4 Registration Statement means the Registration Statement on Form S-4 (Registration No. 333- ) filed with the SEC by the Company, the Guarantors named therein and Lockheed Martin.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Original Indenture.
SECTION 2.
OPERATION OF AMENDMENTS
Upon the execution and delivery of this First Supplemental Indenture by the Company, the Guarantors, Lockheed Martin, LMC LLC One and the Trustee, this First Supplemental Indenture shall become effective and the Original Indenture and the Notes and Guarantees issued thereunder shall be amended and supplemented in accordance herewith, and this First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every holder of Notes authenticated and delivered under the Original Indenture shall be bound hereby; provided, however, that the provisions of Sections 3, 4 and 5 of the First Supplemental Indenture shall not become operative with respect to the Original Indenture, any Notes or the Guarantees of the Guarantors until immediately prior to the Effective Time of the Merger, at which time the provisions of Sections 3, 4 and 5 of this First Supplemental Indenture shall automatically become operative with respect to the Original Indenture, the Notes and the Guarantees of the Guarantors, and the same shall be affected as provided in Sections 3, 4 and 5 hereof, and the provisions of the Indenture, as so amended, shall bind all holders of Notes without the requirement of any further action by or notice to the Company, the Guarantors, Lockheed Martin, the Trustee or any Holder of Notes.
220285
|
Stac
As referenced in this Supplemental Indenture [No. 1]:
STAC, INC. – DATACENTRIC AUTOMATION CORPORATION
By:
Name:
Title:
INTERNATIONAL SYSTEMS, LLC
By:
Name:
Title:
-33-
LINKABIT WIRELESS LLC
By:
Name:
Title:
NATIONS, INC.
By:
Name:
Title:
PROCOM SERVICES, INC.
By:
Name:
Title:
STAC, INC.
By:
Name:
Title:
TITAN AFRICA, INC.
By:
Name:
Title:
-34-
TITAN FACILITIES, INC. (formerly known as
Delta Construction Management, Inc.)
By:
Name:
Title:
TITAN SCAN TECHNOLOGIES
CORPORATION
By:
Name:
_____________
dt 1315758
;
Stac
As referenced in this Supplemental Indenture [No. 1]:
STAC, INC. – DATACENTRIC AUTOMATION CORPORATION
By:
Name:
Title:
INTERNATIONAL SYSTEMS, LLC
By:
Name:
Title:
-33-
LINKABIT WIRELESS LLC
By:
Name:
Title:
NATIONS, INC.
By:
Name:
Title:
PROCOM SERVICES, INC.
By:
Name:
Title:
STAC, INC.
By:
Name:
Title:
TITAN AFRICA, INC.
By:
Name:
Title:
-34-
TITAN FACILITIES, INC. (formerly known as
Delta Construction Management, Inc.)
By:
Name:
Title:
TITAN SCAN TECHNOLOGIES
CORPORATION
By:
Name:
_____________
dt 1315767
;
|
Titan
As referenced in this Supplemental Indenture [No. 1]:
TITAN CORP – 4.2
EX-4.2 3 dex42.htm EXHIBIT 4.2
Exhibit 4.2
THE TITAN CORP ORATION,
AS ISSUER,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
AS TRUSTEE,
THE SUBSIDIARY GUARANTORS NAMED
ON
TITAN CORP – OF MAY 15, 2003
FIRST SUPPLEMENTAL INDENTURE dated as of , 2004, by and among THE TITAN CORP ORATION, a corporation duly organized and existing under the laws of the State of Delaware (
Titan Corp – next day delivery, to the others address:
If to the Company
or the Guarantor:
The Titan Corp oration
3033 Science Park Road
San Diego, CA 92121
Attention: Nicholas J. Costanza, Senior Vice
TITAN CORP – First Supplemental Indenture to be duly executed as of the date first written above.
THE TITAN CORP ORATION
By:
Name:
Title:
LMC LLC ONE, LLC
By:
Name:
Title:
-31-
DEUTSCHE BANK TRUST
Titan Corp – By:
Name:
Title:
UNIDYNE, LLC
By:
Name:
Title:
-35-
EXHIBIT A
[FORM OF NOTE]
The Titan Corp oration
8% [SERIES A] [SERIES B]1 SENIOR SUBORDINATED NOTE DUE 2011
CUSIP:
No.
$
The
dt 47438
;
DB Trust
As referenced in this Supplemental Indenture [No. 1]:
DEUTSCHE BANK TRUST CO –
Exhibit 4.2
EX-4.2 3 dex42.htm EXHIBIT 4.2
Exhibit 4.2
THE TITAN CORPORATION,
AS ISSUER,
DEUTSCHE BANK TRUST CO MPANY AMERICAS,
AS TRUSTEE,
THE SUBSIDIARY GUARANTORS NAMED
ON THE SIGNATURE PAGES HEREOF,
LMC LLC ONE, LLC
AND
LOCKHEED MARTIN CORPORATION
FIRST SUPPLEMENTAL
_____________
DEUTSCHE BANK TRUST CO – Guarantors named on the signature pages hereof (collectively, the Guarantors), LMC LLC One, LLC (LMC LLC One), Lockheed Martin Corporation (Lockheed Martin) and DEUTSCHE BANK TRUST CO MPANY AMERICAS, a New York banking corporation, as trustee (hereinafter called the Trustee).
WHEREAS, the Company has heretofore executed and delivered an indenture
_____________
Deutsche Bank Trust Co – LLP
1730 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
Attention: Glenn C. Campbell, Esq.
Facsimile: (202) 626-3737
If to the Trustee:
Deutsche Bank Trust Co mpany Americas
60 Wall Street, 27th Floor
MS NYC 60-2710
New York, NY 10005
Attention: Corporate Trust & Agency Services
SECTION 5.11
_____________
DEUTSCHE BANK TRUST CO – duly executed as of the date first written above.
THE TITAN CORPORATION
By:
Name:
Title:
LMC LLC ONE, LLC
By:
Name:
Title:
-31-
DEUTSCHE BANK TRUST CO MPANY
AMERICAS, as Trustee
By:
Name:
Title:
LOCKHEED MARTIN CORPORATION,
as Guarantor
By:
Name:
Title:
SUBSIDIARY GUARANTORS:
BTG, INC.
By:
Name:
Title:
BTG
_____________
Deutsche Bank Trust Co – corporation
By:
Name:
Title:
By:
Name:
Title:
TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Notes described in the within-mentioned Indenture.
Deutsche Bank Trust Co mpany Americas,
as Trustee
By:
Authorized Signatory
Dated:
1
Series A should be replaced with Series B in the Exchange Notes.
A-1
(
_____________
dt 113926
;
More... |
| Preview
Subscribers | 2003 |
Indenture
Indenture (286K)
Doc #220352: Click preview link for longer preview.
INDENTURE
Dated as of August 13, 2003
---------------------------
THE BANK OF NEW YORK
TRUSTEE
================================================================================
<PAGE>
LOCKHEED MARTIN CORPORATION
CROSS REFERENCE SHEET*
<TABLE>
<CAPTION>
Sections of
TRUST INDENTURE ACT Indenture
--------------------
<S> <C>
310(a)(1)(2)............................................. 5.10
(3)(4)............................................. Inapplicable
(5)............................................. 5.10
(b)................................................... 5.08 and 5.10
(b)(1)(A)(B)(C)....................................... Inapplicable
(c)................................................... Inapplicable
311(a)(b)................................................ 5.11
(c)................................................... Inapplicable
313(a) ................................................. 5.06
(b)(1)................................................ Inapplicable
(2)................................................ 5.06
(c)................................................... 17.03
(d)................................................... 5.06
314(a) ................................................. 9.07, 9.08 and 17.03
(b)................................................... Inapplicable
(c)(1)(2)............................................. 17.04
(3)............................................. Inapplicable
(d)................................................... Inapplicable
(e)................................................... 17.05
315(a)(c)(d)............................................. 5.01
(b)................................................... 5.05
(e)................................................... 4.13
316(a)(1)................................................ 4.11 and 4.12
(2)................................................ Inapplicable
(b)................................................... 4.08
(c)................................................... 1.03(e)
317(a)................................................... 4.03 and 4.05
(b)................................................... 2.04
318(a)(c)................................................ 1.04
(b)................................................... Inapplicable
</TABLE>
----------------
* The Cross Reference Sheet is not part of the Indenture.
<PAGE>
TABLE OF CONTENTS
____________________________
<TABLE>
<S> <C>
ARTICLE 1
Definitions and Other Provisions of General Application
Section 1.01. Certain Terms Defined ........................................ 1
Section 1.02. Forms of Documents Delivered to Trustee ...................... 10
Section 1.03. Acts of Holders .............................................. 11
Section 1.04. Conflict with Trust Indenture Act of 1939 .................... 12
Section 1.05. Effect of Headings and Table of Contents ..................... 12
Section 1.06. Separability Clause .......................................... 12
Section 1.07. Benefits of Indenture ........................................ 12
Section 1.08. Legal Holidays ............................................... 12
ARTICLE 2
The Securities
Section 2.01. Designation, Form and Dating ................................. 13
Section 2.02. Execution and Authentication ................................. 14
Section 2.03. Registrar, Paying Agent, Conversion Agent and Trustee ........ 15
Section 2.04. Paying Agent to Hold Money and Securities in Trust ........... 15
Section 2.05. Transfer and Exchange ........................................ 15
Section 2.06. Replacement Securities ....................................... 17
Section 2.07. Outstanding Securities; Determinations of Holders' Actions ... 18
Section 2.08. Temporary Securities ......................................... 19
Section 2.09. Cancellation ................................................. 19
Section 2.10. Persons Deemed Owners ........................................ 20
Section 2.11. Global Securities ............................................ 20
Section 2.12. Legends ...................................................... 21
Section 2.13. Payment of Interest; Interest Rights Preserved ............... 22
Section 2.14. CUSIP Numbers ................................................ 24
Section 2.15. Securityholder Lists ......................................... 24
ARTICLE 3
Satisfaction and Discharge
Section 3.01. Discharge of Liability on Securities ......................... 24
Section 3.02. Repayment of Moneys Held by Trustee .......................... 25
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
ARTICLE 4
Remedies
Section 4.01. Events of Default ............................................ 25
Section 4.02. Acceleration of Maturity; Rescission and Annulment ........... 26
Section 4.03. Collection Suit by Trustee ................................... 27
Section 4.04. Other Remedies ............................................... 27
Section 4.05. Trustee May File Proofs of Claim ............................. 27
Section 4.06. Application of Money Collected ............................... 27
Section 4.07. Limitation on Suits .......................................... 28
Section 4.08. Unconditional Right of Holders to Receive Principal and
Interest ................................................... 28
Section 4.09. Rights and Remedies Cumulative ............................... 29
Section 4.10. Delay or Omission Not Waiver ................................. 29
Section 4.11. Control by Holders ........................................... 29
Section 4.12. Waiver of Past Defaults ...................................... 29
Section 4.13. Undertaking for Costs ........................................ 30
ARTICLE 5
The Trustee
Section 5.01. Duties of Trustee ............................................ 30
Section 5.02. Rights Of Trustee ............................................ 31
Section 5.03. Individual Rights of Trustee, etc ............................ 33
Section 5.04. Trustee's Disclaimer ......................................... 33
Section 5.05. Notice of Defaults ........................................... 33
Section 5.06. Reports by Trustee to Holders ................................ 33
Section 5.07. Compensation and Indemnity ................................... 33
Section 5.08. Replacement of Trustee ....................................... 34
Section 5.09. Successor Trustee by Merger, etc ............................. 35
Section 5.10. Eligibility; Disqualification ................................ 35
Section 5.11. Preferential Collection of Claims Against Company ............ 35
ARTICLE 6
[Reserved]
ARTICLE 7
Consolidation, Merger, Sale or Conveyance
Section 7.01. Consolidations and Mergers of Company Permitted Subject
to Certain Conditions ...................................... 36
Section 7.02. Rights and Duties of Successor Entity ........................ 36
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
ARTICLE 8
Supplemental Indentures
<S> <C>
Section 8.01. Supplemental Indentures Without Consent of Holders .............. 37
Section 8.02. Supplemental Indentures with Consent of Holders ................. 38
Section 8.03. Execution of Supplemental Indentures ............................ 40
Section 8.04. Effect of Supplemental Indentures ............................... 40
Section 8.05. Notation on or Exchange of Securities ........................... 40
ARTICLE 9
Covenants of the Company
Section 9.01. Payment of Principal and Interest ............................... 40
Section 9.02. Maintenance of Office or Agency ................................. 41
Section 9.03. Calculation of Tax Original Issue Discount ...................... 41
Section 9.04. Further Instruments and Acts .................................... 41
Section 9.05. Notice of Additional Interest ................................... 41
Section 9.06. Contingent Debt Treatment ....................................... 42
Section 9.07. Reports by Company .............................................. 42
Section 9.08. Compliance Certificate .......................................... 43
ARTICLE 10
Redemption of Securities
Section 10.01. Right to Redeem; Notices to Trustee ............................. 43
Section 10.02. Selection of Securities to Be Redeemed .......................... 43
Section 10.03. Notice of Redemption ............................................ 44
Section 10.04. Effect of Notice of Redemption .................................. 45
Section 10.05. Deposit of Redemption Price ..................................... 45
Section 10.06. Securities Redeemed in Part ..................................... 45
ARTICLE 11
Conversion
Section 11.01. Right to Convert ................................................ 46
Section 11.02. Conversion Procedures ........................................... 49
Section 11.03. Payment of Cash in Lieu of Common Stock ......................... 51
Section 11.04. Fractional Shares ............................................... 53
Section 11.05. Taxes on Conversion ............................................. 53
Section 11.06. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common
Stock ......................................................... 53
Section 11.07. Adjustment of Conversion Rate ................................... 54
Section 11.08. When No Adjustment Required ..................................... 64
Section 11.09. Notice of Certain Transactions .................................. 64
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C>
Section 11.10. Effect of Reclassification, Consolidation, Merger or Sale on
Conversion Privilege ........................................... 64
Section 11.11. Trustee's Disclaimer ............................................. 66
Section 11.12. Rights Issued in Respect of Common Stock Issued Upon Conversion .. 66
Section 11.13. Company Determination Final ...................................... 67
ARTICLE 12
Purchase at Option of Holders
Section 12.01. Right to Require Purchase ........................................ 67
Section 12.02. Purchase Procedures .............................................. 67
Section 12.03. Effect of Purchase Notice ........................................ 69
Section 12.04. Deposit of Purchase Price ........................................ 70
Section 12.05. Securities Purchased in Part ..................................... 70
Section 12.06. Repayment to the Company ......................................... 70
ARTICLE 13
Purchase at Option of Holder Upon a Fundamental Change
Section 13.01. Right to Require Purchase ........................................ 71
Section 13.02. Effect of Fundamental Change Purchase Notice ..................... 75
Section 13.03. Deposit of Fundamental Change Purchase Price ..................... 76
Section 13.04. Securities Purchased in Part ..................................... 76
Section 13.05. Repayment to the Company ......................................... 77
ARTICLE 14
Contingent Interest
Section 14.01. Contingent Interest .............................................. 77
Section 14.02. Payment of Contingent Interest ................................... 77
Section 14.03. Notice of Contingent Interest .................................... 77
ARTICLE 15
[RESERVED]
ARTICLE 16
Immunity of Incorporators, Stockholders, Officers, Directors and Employees
Section 16.01. Exemption from Individual Liability .............................. 78
</TABLE>
iv
<PAGE>
ARTICLE 17
Miscellaneous Provisions
<TABLE>
<S> <C>
Section 17.01. Successors and Assigns of Company Bound by Indenture ............. 78
Section 17.02. Acts of Board, Committee or Officer of Successor Company Valid ... 79
Section 17.03. Required Notices or Demands ...................................... 79
Section 17.04. Certificate and Opinion as to Conditions Precedent ............... 79
Section 17.05. Statements Required in Certificate or Opinion .................... 80
Section 17.06. GOVERNING LAW .................................................... 80
Section 17.07. Indenture May Be Executed in Counterparts ........................ 80
</TABLE>
EXHIBIT A -- Form of Security
v
<PAGE>
INDENTURE, dated as of the 13th day of August, 2003, between LOCKHEED
MARTIN CORPORATION, a Maryland corporation (the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee").
WHEREAS, for its lawful corporate purposes, the Company deems it necessary
to issue its securities and has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its Floating Rate Convertible
Senior Debentures due 2033 (the "Securities").
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed by the Company and
by the Trustee, for the equal and proportionate benefit of all Holders of the
Securities, as follows:
ARTICLE 1
Definitions and Other Provisions of General Application
Section 1.01. Certain Terms Defined.
(a) Definitions.
"Accreted Interest" means, for any Interest Period for any Security as of
any date of determination, (i) the Accreted Principal Amount of such Security at
the beginning of the Interest Period in which such date occurs, multiplied by
(ii) the Applicable Yield for such Interest Period, multiplied by (iii) the
quotient of the actual number of days elapsed from and including the first day
of such Interest Period, to but excluding the date of determination divided by
360; provided that the Accreted Interest for any full Interest Period shall be
calculated by reference to the actual number of days in such Interest Period
divided by 360.
"Accreted Principal Amount" means, for any Security as of any date of
determination, (i) the Original Principal Amount of such Security, plus (ii) the
sum of the Accreted Interest for each Interest Period concluding on or prior to
such date, plus (iii) the Accreted Interest for the Interest Period in which
such date occurs as of the date of determination.
"Additional Interest" has the meaning specified in the Registration Rights
Agreement.
<PAGE>
"Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Applicable Stock Price" means, in respect of a Conversion Date, the
average of the Last Reported Sale Prices per share of Common Stock over the
five-Trading Day period starting the third Trading Day following such Conversion
Date.
"Applicable Yield" means (1) prior to August 15, 2008, 0% and (2) from and
after August 15, 2008, for any Interest Period, a rate equal to 3-Month LIBOR
determined on the LIBOR Determination Date relating to the Interest Reset Date
for such Interest Period, minus 0.25% provided that in no event shall the
Applicable Yield be less than 0%.
"Bankruptcy Law" means Title 11, United States Code, or any similar Federal
or state law for the relief of debtors.
"Board of Directors" means either the board of directors of the Company or
any duly authorized committee of such board or any person or persons to whom the
board of directors of the Company or a committee thereof has properly delegated
the appropriate authority.
"Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or required by
law, regulation or executive order to close; provided such day is also a London
banking day.
"Capital Stock" means, as to shares of a corporation, outstanding shares of
stock of any class, whether now or hereafter authorized, irrespective of whether
such class shall be limited to a fixed sum or percentage in respect of the
rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary liquidation, dissolution or winding up
220352
|
McGraw-Hill Companies
As referenced in this Indenture:
McGraw-Hill Companies Inc – during any
period in which (i) the credit rating assigned to the Securities by Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies Inc ., and its
successors ("S&P") is below BB+, (ii) the credit rating assigned to the
Securities by Moody's Investors Services and
_____________
dt 310506
;
BNY
As referenced in this Indenture:
BANK OF NEW YORK
– Floating Rate Convertible
Senior Debentures due 2033
---------------------------
INDENTURE
Dated as of August 13, 2003
---------------------------
THE BANK OF NEW YORK
TRUSTEE
================================================================================
<PAGE>
LOCKHEED MARTIN CORPORATION
CROSS REFERENCE SHEET*
<TABLE>
<
BANK OF NEW
YORK, – day of August, 2003, between LOCKHEED
MARTIN CORPORATION, a Maryland corporation (the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation (the "Trustee").
WHEREAS, for its lawful corporate purposes, the
BANK OF NEW YORK
– Anthony G. Van Schaick
-------------------------------
Name: Anthony G. Van Schaick
Title: Vice President and
Treasurer
THE BANK OF NEW YORK
By: /s/ Geovanni Barris
----------------------------
Name: Geovanni Barris
Title: Vice President
<PAGE>
EXHIBIT
BANK OF NEW YORK, – _________________________________
Name:
Title:
By: _________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Dated:______________
THE BANK OF NEW YORK, as Trustee,
certifies that this is one of the Securities referred
to in the
Bank of New York, – an Indenture, dated as of August 13, 2003
(the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee," which term includes any successor trustee under the Indenture), to
dt 43314
;
|
Citigroup Global
As referenced in this Indenture:
Citigroup Global Markets – the mutilated, destroyed, lost or stolen Security.
"Purchase Agreement" means the Purchase Agreement dated as of August 7,
2003 among the Company and Citigroup Global Markets Inc., Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. as representatives of the initial purchasers
named therein.
"Redemption Date" means the date
_____________
Citigroup Global Markets – to, but excluding, the Redemption Date.
"Registration Rights Agreement" means the Registration Rights Agreement
dated as of August 13, 2003 among the Company, Citigroup Global Markets Inc.,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as representatives of the
initial purchasers named in the Purchase Agreement.
"Regular Record
_____________
dt 107764
;
J.P. Morgan
As referenced in this Indenture:
J.P. Morgan Securities – Agreement" means the Purchase Agreement dated as of August 7,
2003 among the Company and Citigroup Global Markets Inc., Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. as representatives of the initial purchasers
named therein.
"Redemption Date" means the date specified for redemption of the Securities
in accordance with
_____________
J.P. Morgan Securities – Agreement" means the Registration Rights Agreement
dated as of August 13, 2003 among the Company, Citigroup Global Markets Inc.,
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. as representatives of the
initial purchasers named in the Purchase Agreement.
"Regular Record Date" for the interest payable on any Interest Payment
_____________
dt 98340
|
| Preview
Subscribers | 2002 |
Indenture
Indenture (242K)
Doc #234965: Click preview link for longer preview.
GENERAL DYNAMICS CORPORATION,
The Guarantors
and
The Bank of New York,
Trustee
INDENTURE
Dated as of August 27, 2001
Providing for Issuance of Senior Securities in Series
================================================================================
<PAGE>
Table Showing Reflection in Indenture of . . .
234965
| |
BNY
As referenced in this Indenture:
Bank of New York, – TEXT>
<PAGE>
Exhibit 4.1
================================================================================
GENERAL DYNAMICS CORPORATION,
The Guarantors
and
The Bank of New York,
Trustee
INDENTURE
Dated as of August 27, 2001
Providing for Issuance of Senior Securities
Bank of New York, – GENERAL DYNAMICS
CORPORATION, a Delaware corporation (the "Company"), the Guarantors (as defined
herein) and The Bank of New York, a New York banking corporation, as Trustee
(the "Trustee").
RECITALS OF THE COMPANY
The
BANK OF NEW YORK, – the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
_____________________________
Authorized Signatory
SECTION 2.04 SECURITIES ISSUABLE IN THE FORM
BANK OF NEW YORK, – the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:
________________________________________
As Authenticating Agent
By:
________________________________________
As Authorized Agent
ARTICLE 7.
Bank of New York, – David H. Fogg
_________________________________________
Name: David H. Fogg
Title: Treasurer
67
<PAGE>
The Bank of New York, a New York banking
corporation as Trustee
By: /s/ Geovanni Barris
_________________________________________
Name: Geovanni
dt 43759
|
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Subscribers | 2004 | |