EXHIBIT 99.2
FIRST AMENDMENT TO
STOCKHOLDER PROTECTION RIGHTS AGREEMENT
This First Amendment to the Stockholder Protection Rights Agreement,
dated as of September 26, 1994 (the "Rights Agreement"), between Avondale
Industries, Inc., a Louisiana corporation (the "Company"), and ChaseMellon
Shareholder Services, LLC (successor to Boatmen's Trust Company, a Missouri
corporation), as Rights Agent (the "Rights Agent"), is dated and effective
as of January 19, 1999.
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent have heretofore entered into
the Rights Agreement, and pursuant to Section 5.4 of the Rights Agreement,
the Company and the Rights Agent may amend or supplement the Rights
Agreement in any respect without the approval of any holders of Rights
prior to the close of business on the Flip-in Date (as defined in the
Rights Agreement); and whereas a Flip-in Date has not occurred;
WHEREAS, all acts and things necessary to make this Amendment a valid
agreement according to its terms have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights
Agent have been in all respects authorized by the Company and the Rights
Agent.
NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth in the Rights Agreement and this Amendment, the
parties hereby agree as follows:
1. The Rights Agreement is hereby amended by adding the following to
the end of the definition of "Acquiring Person" in Section 1.1:
Notwithstanding anything herein to the contrary, the
term "Acquiring Person" shall not include Newport News
Shipbuilding Inc., a Delaware corporation, or its
Subsidiaries, Affiliates or Associates (hereinafter,
collectively, "Newport News") as a result of the
approval, execution, delivery, performance, exercise of
rights pursuant to, amendment or consummation of any
transaction contemplated by (i) the Agreement and Plan
of Merger dated as of the date of this Amendment by and
among the Company and Newport News, as it may be
amended from time to time (the "Acquisition Agreement")
or (ii) the Company Stock Option Agreement dated as of
the date of this Amendment by and among the Company and
Newport News, as it may be amended from time to time
(the "Option Agreement").
2. The Rights Agreement is hereby further amended by adding the
following to the end of the definition of the terms "Beneficial Owner,"
"Beneficial Ownership," and "Beneficially Own" in Section 1.1:
Notwithstanding anything in this definition of
Beneficial Owner, Beneficial Ownership, and
Beneficially Own to the contrary, Newport News shall
not be deemed to be the Beneficial Owner of, nor to
have Beneficial Ownership of, nor to Beneficially Own,
any of the Common Stock of the Company by reason of the
approval, execution, delivery, performance, exercise of
rights pursuant to, amendment or consummation of any
transaction contemplated by (i) the Acquisition
Agreement or (ii) the Option Agreement.
3. The Rights Agreement is hereby further amended by adding the
following clause to the end of the definition of "Expiration Time" in
Section 1.1:
and (v) immediately prior to the Effective Time, as
defined in the Acquisition Agreement.
4. The Rights Agreement is hereby further amended by adding the
following sentence to the end of Section 4.3(c) thereof:
"Anything to the contrary notwithstanding, in no event shall the
Rights Agent be liable for special, punitive, indirect,
consequential or incidental loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Rights
Agent has been advised of the likelihood of such loss or damage."
5. The Rights Agreement is hereby further amended by adding the
following new Section 5.19 to the end:
Section 5.19. NEWPORT NEWS TRANSACTION.
Notwithstanding anything in this Agreement to the
contrary, the approval, execution, delivery,
performance, exercise of rights pursuant to, amendment
or consummation of any transaction contemplated by the
Acquisition Agreement or the Option Agreement shall not
cause (i) Newport News to become an Acquiring Person,
(ii) a Stock Acquisition Date to occur, (iii) a Flip-in
Date to occur, (iv) a Flip-over Transaction or Event to
occur, or (v) the Separation Time to occur.
6. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the internal laws of the State of Louisiana.
7. This Amendment to the Rights Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes
be deemed an original, and all such counterparts shall together constitute
but one and the same instrument.
8. Except as expressly set forth herein, this Amendment to the
Rights Agreement shall not by implication or otherwise alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Rights Agreement, all of which are ratified
and affirmed in all respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Rights Agreement to be duly executed on and as of the day and year
first above written.
Attest: AVONDALE INDUSTRIES, INC.
By: /S/ ▇▇▇▇▇▇ ▇. KITCHEN By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. Kitchen Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & CFO Title: Chairman, President & CEO
Attest: CHASEMELLON SHAREHOLDER SERVICES, LLC
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /S/ H.E. BRADFORD
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: H.E. Bradford
Title: Assistant Vice President Title: Vice President
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