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Exhibit 4.2
FOURTH SUPPLEMENTAL INDENTURE
Dated as of December 15, 2008
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
5.25% Notes due 2014
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of
December 15, 2008 (this " Fourth 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 Fourth
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 Fourth Supplemental Indenture has been duly taken.
NOW, THEREFORE, THIS FOURTH 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
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 Fourth 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 and J.P. Morgan Securities Inc. (so long as
they continue to be primary U.S. Government securities dealers) and
any two other primary U.S. Government securities dealers chosen by
the Company, and their respective successors. If Banc of America
Securities LLC or J.P. Morgan 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
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.01. Designation and Principal Amount.
(a) There is hereby authorized a new series of Securities
designated the 5.25% Notes due 2014 (the " Notes ").
(b) The aggregate principal amount of the Notes authorized by
this Fourth Supplemental Indenture shall initially be
$1,000,000,000.
(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 February 1, 2014 (the " Maturity Date ").
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Section 2.03. Interest .
(a) The Notes will bear interest at the rate of 5.25% per
annum (the " Interest Rate ") from December 15, 2008,
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 February 1 and August 1 of each
year, commencing August 1, 2009, 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 15 and
July 15 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 15 and July 15 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 Fourth Supplemental Indenture. Payments on Notes issued as
one or more Global Securities will be made to the Depository.
ARTICLE 3
REDEMPTION OF THE NOTES
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 Fourth 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 50
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 Fourth Supplemental Indenture.
Section 3.02. No Sinking Fund.
The Notes are not entitled to the benefit of any sinking
fund.
ARTICLE 4
FORM OF NOTES
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 369550AN8
ISIN: US369550AN89
Common Code: 36682205
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$[
]
GENERAL DYNAMICS CORPORATION
5.25% Notes Due 2014
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 February 1, 2014, and to pay
interest thereon from and including December 15, 2008 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 February 1 and
August 1 of each year (each, an " Interest Payment Date
"), commencing August 1, 200
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