Exhibit 4.2
FIFTH SUPPLEMENTAL
INDENTURE
Dated as of June 24,
2009
among
GENERAL DYNAMICS
CORPORATION
and
THE GUARANTORS
and
THE BANK OF NEW YORK
MELLON
as Trustee
to the
INDENTURE
Dated as of August 27,
2001
Providing for the issuance
of
1.800% Notes due 2011
THIS FIFTH SUPPLEMENTAL INDENTURE,
dated as of June 24, 2009 (this “ Fifth Supplemental
Indenture ”), among General Dynamics Corporation, a
Delaware corporation (the “ Company ”), the
Guarantors (as defined herein) and The Bank of New York Mellon, 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.
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 a new series of Securities to be
designated as hereinafter provided and (ii) has requested the
Trustee to enter into this Fifth 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 Fifth Supplemental Indenture has
been duly taken.
NOW, THEREFORE, THIS FIFTH
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:
ARTICLE 1
D EFINITIONS
(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 Fifth
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, 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.
“ Notes ” shall
have the meaning ascribed thereto in Section 2.01(a)
hereof.
“ Reference Treasury Dealer
Quotations ” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding the Redemption Date.
“ Reference Treasury
Dealer ” means each of Banc of America Securities LLC,
J.P. Morgan Securities Inc. and RBS Securities Inc. (so long as
they continue to be primary U.S. Government securities dealers) and
any one other primary U.S. Government securities dealer chosen by
the Company, and their respective successors. If Banc of America
Securities LLC, J.P. Morgan Securities Inc. or RBS Securities Inc.
ceases to be a primary U.S. Government securities dealer, the
Company will appoint in its place another nationally recognized
investment banking firm that is a primary U.S. Government
securities dealer.
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“ Remaining Scheduled
Payments ” means, with respect to each Note that the
Company is redeeming, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the
related Redemption Date if such Note were not redeemed. However, if
the Redemption Date is not a scheduled interest payment date with
respect to that Note, the amount of the next succeeding scheduled
interest payment on that Note will be deemed to be reduced by the
amount of interest accrued on such Note to the Redemption
Date.
“ Treasury Rate ”
means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that
Redemption Date. The Treasury Rate will be calculated on and as of
the third Business Day immediately preceding the Redemption
Date.
ARTICLE 2
G ENERAL T ERMS AND C ONDITIONS OF THE N OTES
Section 2.01 . Designation
and Principal Amount.
(a) There is hereby authorized a new
series of Securities designated the 1.800% Notes due 2011 (the
“ Notes ”).
(b) The aggregate principal amount
of the Notes authorized by this Fifth Supplemental Indenture shall
initially be $750,000,000.
(c) The Notes may be issued from
time to time upon written order of the Company to the Trustee for
the authentication and delivery of the Notes pursuant to
Section 3.03 of the Base Indenture.
(d) The Notes shall have and be
subject to such other terms as provided in the Base Indenture and
shall be evidenced by one or more Securities of that series in the
form of Section 4.01.
(e) The Notes shall be issuable in
denominations of $2,000 and integral multiples of $1,000 above that
amount.
Section 2.02 .
Maturity.
(a) The date upon which the Notes
shall become due and payable at final maturity, together with any
accrued and unpaid interest, is July 15, 2011 (the “
Maturity Date ”).
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Section 2.03 .
Interest.
(a) The Notes will bear interest at
the rate of 1.800% per annum (the “ Interest Rate
”) from June 24, 2009, until the principal thereof
becomes due and payable. Interest on the Notes will be payable
semi-annually in arrears on the Interest Payment Dates (as defined
in the Base Indenture) with respect to the Notes, which shall be
January 15 and July 15 of each year, commencing
January 15, 2010, to the Person in whose name any such Note or
any predecessor Note is registered, at the close of business on the
Regular Record Date with respect to the Notes for such interest
installment, which, in the case of a Global Security, shall be the
close of business on the January 1 and July 1 next
preceding such Interest Payment Date. If the Notes are no longer in
book-entry only form, the Regular Record Dates for the Notes shall
also be the close of business on the January 1 and July 1
next preceding such Interest Payment Date.
(b) In the event that any Interest
Payment Date with respect to the Notes is not a Business Day, then
payment of interest payable on such date will be made on the next
succeeding day which is a Business Day, with the same force and
effect as if made on such date, and no interest shall accrue on the
amount so payable from the period from and after such interest
Payment Date.
Section 2.04 . Global
Securities.
The Notes shall be issued in the
form of one or more Global Securities in an aggregate principal
amount equal to the aggregate principal amount of all outstanding
Notes of that series, to be registered in the name of the
Depository, or its nominee, and delivered by the Trustee to or upon
the order of the Depository for crediting to the accounts of its
participants pursuant to the written instructions of the Company.
The Company upon any such presentation shall execute one or more
Global Securities in such aggregate principal amount and deliver
the same to the Trustee for authentication and delivery in
accordance with the Base Indenture and this Fifth Supplemental
Indenture. Payments on Notes issued as one or more Global
Securities will be made to the Depository.
ARTICLE 3
R EDEMPTION OF THE N OTES
Section 3.01 . Optional
Redemption of the Notes.
(a) The Company may, at its option,
at any time and from time to time, redeem the Notes issued under
this Fifth Supplemental Indenture, in whole or in part, upon
payment of a redemption price equal to (A) the greater of
(i) 100% of the principal amount of the Notes to be redeemed
or (ii) the sum of the present values of the Remaining
Scheduled Payments discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve
30-day months), at the Treasury Rate plus 12.5 basis points, plus
(B) accrued and unpaid interest, if any, on the principal
amount of Notes being redeemed to but excluding the Redemption Date
(the “ Redemption Price ”).
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(b) With respect to the Notes, all
references to Redemption Price in the Base Indenture shall mean
Redemption Price as defined in this Fifth Supplemental
Indenture.
Section 3.02 . No Sinking
Fund.
The Notes are not entitled to the
benefit of any sinking fund.
ARTICLE 4
F ORM OF N
OTES
Section 4.01 . Form of
Note.
[TO BE INSERTED ON GLOBAL
SECURITIES]
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH
OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE DEPOSITORY
TRUST COMPANY OR CEDE & CO. IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
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No.
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CUSIP: 369550
AP3
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ISIN:
US369550AP38
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$[
]
GENERAL DYNAMICS
CORPORATION
1.800% Notes Due 2011
GENERAL DYNAMICS CORPORATION, a
corporation duly organized and existing under the laws of Delaware
(herein called the “ Company, ” which term
includes any successor corporation under the Indenture referred to
on the reverse hereof), for value received, hereby promises to pay
to [ ] or its registered assigns, the
principal sum of [ ] $
[ ] on July 15, 2011, and to pay
interest thereon from and including June 24, 2009 or from and
including the most recent Interest Payment Date (as hereinafter
defined) to which interest has been paid or duly provided for, as
the case may be.
Interest will be paid semi-annually
on January 15 and July 15 of each year (each, an “
Interest Payment Date ”), commencing January 15,
2010, at the rate of 1.800% per annum, until the principal
hereof is paid or made available for payment. The interest so
payable and punctually paid or duly provided for on any Interest
Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Regular Record Date
for such interest, which shall be the January 1 and
July 1, as the case may be, immediately preceding such
Interest Payment Date. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid (i) to the
Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof is to be given to Holders of Notes not less than 10
calendar days prior to such Special Record Date, or (ii) in
any other lawful manner