AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES U 1/60 ------------------------------------------------------------------ ------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION...Newport News Shipbuilding Inc • March 29th, 2000 • Ship & boat building & repairing
AmongAgreement and Plan of Merger • January 22nd, 1999 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
ARTICLE 1 THE OFFER Section 1.1 The Offer...................................................... 1 Section 1.2 Company Action................................................. 4 Section 1.3 Directors.........................................................Agreement and Plan of Merger • November 8th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
betweenRights Agreement • June 10th, 1998 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
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...Rights Agreement • November 8th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing
15G. TOTAL AMOUNT OF CONTRACT ) 17,697,599.00 --------------------------------- ------------------------------------------------------------------------------- -------------------- 16. TABLE OF CONTENTS ------------------------------------...Newport News Shipbuilding Inc • March 29th, 2000 • Ship & boat building & repairing
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...Newport News Shipbuilding Inc • November 8th, 2001 • Ship & boat building & repairing • Delaware
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • November 4th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
andRights Agreement • February 27th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
INDENTUREFirst Supplemental Indenture • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
THIRD AMENDMENT TO THE TRUST AGREEMENT FOR NEWPORT NEWS SHIPBUILDING INC. BENEFITS PROTECTION PLANSNewport News Shipbuilding Inc • July 19th, 2001 • Ship & boat building & repairing • Virginia
WITNESSETH: ----------Rights Agreement • April 1st, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
EXHIBIT 4.2 RIGHTS AGREEMENT ---------------- RIGHTS AGREEMENT, dated as of ______ __, 1996 (the "Agreement"), between Newport News Shipbuilding Inc., a Delaware corporation (the "Company"), and First Chicago Trust Company of New York (the "Rights...Rights Agreement • October 30th, 1996 • Newport News Shipbuilding Inc • Delaware
Exhibit 10.8 FIRST AMENDMENT TO THE TAX SHARING AGREEMENT -------------------------------------------- This FIRST AMENDMENT (the "Amendment") to the TAX SHARING AGREEMENT, dated as of December 11, 1996 (the "Agreement") among Tenneco Inc., a Delaware...Tax Sharing Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
Exhibit 10.11 February 4, 1999 Mr. William P. Fricks 2327 West Island Road Williamsburg, Virginia 23185 Dear Bill: As Chairman of the Compensation and Benefits Committee ("Compensation Committee") of the Board of Directors of Newport News Shipbuilding...Newport News Shipbuilding Inc • March 29th, 1999 • Ship & boat building & repairing
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 25th, 2001 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
INSURANCE AGREEMENT This Insurance Agreement (the "AGREEMENT") is made and entered into as of this 11th day of December, 1996, by and among Tenneco Inc., a Delaware corporation ("TENNECO"), New Tenneco Inc., a Delaware corporation ("INDUSTRIAL...Insurance Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and (ii) the Old...Newport News Shipbuilding Inc • February 7th, 1997 • Ship & boat building & repairing • New York
SECOND AMENDMENT TO THE TRUST AGREEMENT FOR NEWPORT NEWS SHIPBUILDING INC. BENEFITS PROTECTION PLANSNewport News Shipbuilding Inc • July 19th, 2001 • Ship & boat building & repairing • Virginia
EXHIBIT 10.2 AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT THIS AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT (this "Amendment") is made and entered into as of this 11th day of December, 1996 by and among TENNECO INC., a Delaware corporation ("Tenneco"), NEW...Distribution Agreement • February 7th, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
June 1, 1998Newport News Shipbuilding Inc • August 4th, 1998 • Ship & boat building & repairing
TAX SHARING AGREEMENT This Agreement is entered into as of December 11, 1996 by and between Tenneco Inc., a Delaware corporation ("Tenneco"), Newport News Shipbuilding Inc. (formerly known as Tenneco InterAmerica Inc.), a Delaware corporation...Tax Sharing Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
15F AMOUNT -------------------------------------------------------------------- ------------ 15G. TOTAL AMOUNT OF CONTRACT $2,517,320,000.00 ------------------ -------------------------------------------------------------- 16. TABLE OF CONTENTS...Special Agreement • October 30th, 1996 • Newport News Shipbuilding Inc
4. Use of Trademark. When using the Trademark under this Agreement, Licensee undertakes to comply substantially with all laws pertaining to the Trademark. This provision includes compliance with marking requirements. Licensee represents and warrants...Trademark Transition License Agreement Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing
2.03. NO ADDITIONAL EMPLOYMENT RIGHTS CREATED. Nothing in this Agreement shall give any Active Employee of any Group any right to continued employment by any member of that Group or any other Group beyond the Distribution Date, which is in addition to...Benefits Agreement • January 23rd, 1997 • Newport News Shipbuilding Inc • Ship & boat building & repairing • Delaware
EXHIBIT 10.5 EXHIBIT Q TO DISTRIBUTION AGREEMENT TRADEMARK TRANSITION LICENSE AGREEMENT Agreement made as of , ("Effective Date") by and between [Industrial Company], a corporation organized and existing under the laws of the State of Delaware, whose...Newport News Shipbuilding Inc • October 30th, 1996 • Delaware
------------------------------------------------------------------------------- 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...Newport News Shipbuilding Inc • January 23rd, 1997 • Ship & boat building & repairing • New York
EXECUTION COPY PARENT STOCK OPTION AGREEMENT dated as of January 19, 1999 between NEWPORT NEWS SHIPBUILDING INC., a Delaware corporation ("Issuer"), and AVONDALE INDUSTRIES, INC., a Louisiana corporation ("Grantee"). WHEREAS Issuer and Grantee are...Parent Stock Option Agreement • January 22nd, 1999 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
APPENDIX A DISTRIBUTION AGREEMENT AMONG TENNECO INC., NEW TENNECO INC. AND NEWPORT NEWS SHIPBUILDING INC. (FORMERLY KNOWN AS TENNECO INTERAMERICA INC.) DATED AS OF NOVEMBER 1, 1996Appendix a Distribution Agreement • November 4th, 1996 • Newport News Shipbuilding Inc • Ship & boat building & repairing
AMENDMENT TO THE AMENDED AND RESTATED STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT WHEREAS, under Section 6.2 of the Amended and Restated Stock Employee Compensation Trust Agreement (the "Trust Agreement"), dated as of August 1, 2000, by and between...Newport News Shipbuilding Inc • October 25th, 2001 • Ship & boat building & repairing • Delaware
------------------------------------------------------------------------------- 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...Newport News Shipbuilding Inc • January 23rd, 1997 • Ship & boat building & repairing • New York
EXECUTION COPY COMPANY STOCK OPTION AGREEMENT dated as of January 19, 1999 between AVONDALE INDUSTRIES, INC., a Louisiana corporation ("Issuer"), and NEWPORT NEWS SHIPBUILDING INC., a Delaware corporation ("Grantee"). WHEREAS Issuer and Grantee are...Company Stock Option Agreement • January 22nd, 1999 • Newport News Shipbuilding Inc • Ship & boat building & repairing • New York
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID PAGE OF PAGES CODE U 1 55 ------------------------------------------------------------------- ----------------------------------------------------------------- 2. AMENDMENT/MODIFICATION...Newport News Shipbuilding Inc • March 29th, 2000 • Ship & boat building & repairing
8. NAME AND ADDRESS OF CONTRACTOR (No., street, State and ZIP Code) 9A. AMENDMENT OF SOLICITATION NO. ____ NEWPORT NEWS SHIPBUILDING _____________________________________________________________ 4101 WASHINGTON AVENUE 9B. DATED (SEE ITEM 11) NEWPORT...Newport News Shipbuilding Inc • July 19th, 2001 • Ship & boat building & repairing
EXHIBIT H TO DISTRIBUTION AGREEMENT INSURANCE AGREEMENT This Insurance Agreement (the "AGREEMENT") is made and entered into as of this day of , 1996, by and among Tenneco Inc., a Delaware corporation ("TENNECO"), New Tenneco Inc., a Delaware...Newport News Shipbuilding Inc • October 30th, 1996 • Delaware
